Attached files

file filename
8-K - FORM 8-K - SunOpta Inc.form8k.htm

FOR IMMEDIATE RELEASE

SUNOPTA ANNOUNCES THIRD QUARTER 2015 FINANCIAL RESULTS

Reports Adjusted EPS $0.08

Provides Update on Operational Goals and Strategy Execution

Integration of Transformative Sunrise Acquisition Underway

Toronto, November 10, 2015 - SunOpta Inc. (“SunOpta”) (Nasdaq:STKL) (TSX:SOY), a leading global company focused on organic, non-genetically modified and specialty foods, today announced financial results for the third quarter ended October 3, 2015 and provided an update on operational goals for 2016. All amounts are expressed in U.S. dollars and results are reported in accordance with U.S. GAAP, except where specifically noted.

“We had an in-line quarter on an adjusted basis, and we believe performance will improve as we realize the benefits of the foundation we have built. Looking ahead, we are making good progress in our Consumer Products business, the integration of Sunrise Growers and reaping the benefits of the significant investments we have made in future growth,” said Rik Jacobs, President and Chief Executive Officer of SunOpta Inc.

For 2016, Jacobs outlined a number of operational goals, including:

Increasing gross margin in the healthy beverages business by at least $6 million in juice and achieving double-digit growth rates in non-dairy aseptic products now that expansions have been completed.
     
  Integrating Sunrise Growers successfully and delivering $5.0 to $7.0 million of forecasted synergies.
     
  Growing the fruit snacks business within healthy snacks by at least 10%.
     
Delivering at least $10 million in new product sales from pro-active innovation while reducing cost of goods sold.
     
  Maintaining selling, general and administrative expenses at or below 8%.

“We have a leading position in fast-growing markets, and we have a well-defined strategy to drive higher margins in our business,” said Jacobs. “We have spent the past couple of years building the foundation for stronger results by investing in our production capacity, our people and our processes. Now, it’s about execution, and we are committed to delivering.”

Third Quarter 2015 Highlights

Revenues of $306.0 million versus $307.9 million in the prior year. Excluding the effect of changes including commodity prices, foreign exchange rates, acquired companies and product rationalizations, revenues increased 3.5% within SunOpta Foods and 1.5% on a consolidated basis.



EBITDA¹ of $13.0 million versus $18.8 million in the prior year. Adjusted EBITDA¹ of $16.8 million.

Earnings from continuing operations of $0.4 million, or $0.01 per diluted common share versus a loss of $0.6 million or $0.01 in the prior year. Adjusted Earnings¹ of $0.08 per diluted common share, which includes Adjusted Earnings¹ in SunOpta Foods of $0.07 and Adjusted Earnings¹ in the non-core business of $0.01.

(All comparisons above are to the quarter ended October 4, 2014)

Year-to-date 2015 Highlights

 

Revenues of $916.7 million versus $957.8 million in the prior year. Excluding the effect of changes including an additional week of sales in the first quarter of 2014, commodity prices, foreign exchange rates, acquired businesses and product rationalizations, revenues increased 3.7% within SunOpta Foods and 1.9% on a consolidated basis.

EBITDA¹ of $45.3 million versus $60.2 million in the prior year. Adjusted EBITDA¹ of $50.6 million.

Earnings from continuing operations of $7.9 million, or $0.11 per diluted common share versus $14.7 million or $0.21 in the prior year. Adjusted Earnings¹ of $0.21 per diluted common share, which includes Adjusted Earnings¹ in SunOpta Foods of $0.24 and Adjusted Loss¹ in the non- core business of $0.03.

(All comparisons above are to the three quarters ended October 4, 2014, which was a 40 week period)

The Consumer Products segment generated revenue from external customers of $126.7 million in the quarter, versus $115.6 million in the prior year, and SunOpta expects to see further opportunities as it integrates the purchase of Sunrise Growers, benefits from increased throughput in its newly expanded beverage plants and builds on its market leading position in fruit snacks.

“In the third quarter, we saw signs that our sales execution and the significant investments we have made in our platform in the past 12 months are bearing fruit. Our Consumer Products segment returned to top line growth, and we expect further growth as our Allentown facility’s commercial production officially commenced last week,” Jacobs said. “While the investments and incremental fixed costs have reduced our earnings in the short term, our team has built significant runway for future revenue growth that should translate to greater profitability as we increase our plant capacity utilization.”

The Global Ingredients segment reported quarterly revenue from external customers of $150.5 million, versus $156.4 million a year earlier. The decline in the Euro, sale of sunflower assets in the prior year, and lower commodity prices caused the overall decline in revenue for this segment which, on a normalized basis, increased 4.2% during the third quarter.

“Global Ingredients continued to see mid-teens growth in internationally sourced organic ingredients and, following the closing of our acquisition of Sunrise Growers, is taking steps to further entrench our competitive sourcing advantage by enhancing the procurement of imported product for Sunrise,” Jacobs said.

Subsequent to quarter-end, SunOpta closed the purchase of Sunrise Growers, the leading processor of conventional and organic individually quick frozen fruit in the United States, and is now focused on delivering the synergies and benefits from this transformational acquisition.


“A significant amount of work has gone on to integrate Sunrise Growers which, together with the businesses we already own in the healthy fruit category, will form the largest vertically integrated platform in our Consumer Products segment and provide us with meaningful scale to maximize our competitive advantage,” concluded Jacobs.

Third Quarter 2015 Results

Revenues for the third quarter decreased 0.6% to $306.0 million compared to $307.9 million for the third quarter of 2014. After adjusting for the impact of changes including commodity prices, foreign exchange rates, acquired businesses and product rationalizations, consolidated revenues increased 1.5% and SunOpta Foods revenues increased 3.5% versus the prior year third quarter. The increased revenues reflected stronger demand for organic ingredients in the U.S. and Europe, and higher volumes of consumer-based healthy snack and premium juice retail products, partially offset by lower sunflower and grain-based ingredient volumes. At Opta Minerals, the decrease in revenues reflected competitive pressure in the infrastructure sector and a cyclical slowdown in the steel industry.

Operating income¹ was $6.2 million, or 2.0% of revenues, compared to $12.2 million, or 4.0% of revenues in the third quarter of 2014. SunOpta Foods operating income, including corporate services, was $4.1 million, or 1.5% of revenues, compared to $11.3 million, or 4.2% of revenues in the prior year third quarter. The decrease in SunOpta Foods operating income mainly reflected lower capacity utilization and a higher cost base within consumer-based product categories due to recent expansion activities, partially offset by improved performance in the rationalized sunflower operations, increased margin contribution from higher volumes of organic ingredients, and lower SG&A costs. However, Global Ingredients incurred approximately $1.9 million in non-recurring incremental logistics costs related to the import and export of organic raw materials, and Consumer Products recognized approximately $1.5 million of costs related to plant expansion activities, and approximately $0.4 million in costs were incurred related to an ongoing litigation. Excluding these costs, operating income during the third quarter would have been approximately 2.8% inside SunOpta Foods.

Earnings from continuing operations for the third quarter of 2015 were $0.4 million, or $0.01 per diluted common share, compared to a loss of $0.6 million, or $0.01 per diluted common share during the third quarter of 2014. Excluding other expense related primarily to severance and acquisition related charges, the non-recurring logistics costs in Global Ingredients and plant expansion costs in Consumer Products, as well as costs associated with an ongoing litigation, Adjusted Earnings¹ were $0.08 per diluted share, of which SunOpta Foods contributed $0.07. Excluding the same adjustments, Adjusted EBITDA for the third quarter of 2015 was $16.8 million.

Year-to-date 2015 Results

Revenues for the first three quarters of 2015 decreased 4.3% to $916.7 million compared to $957.8 million for the first three quarters of 2014. It is important to note that the first three quarters of 2014 was a 40-week period, as compared to 39 weeks in the first three quarters of 2015. After adjusting for the impact of changes including the additional week in 2014, commodity prices, foreign exchange rates, acquired businesses and product rationalizations, consolidated revenues increased 1.9% and SunOpta Foods revenues increased 3.7% versus the first three quarters of 2014. The increase in revenues was primarily due to stronger demand for organic ingredients in the U.S. and Europe, partially offset by lower sunflower and grain-based ingredient volumes, lower sales in beverage and frozen food categories and competitive pressures on certain steel and industrial mineral products in Opta Minerals.


Operating income¹ was $25.4 million, or 2.8% of revenues, compared to $41.0 million, or 4.3% of revenues in the first three quarters of 2014. SunOpta Foods operating income, including corporate services, was $23.0 million, or 2.8% of revenues, compared to $37.5 million, or 4.4% of revenues in the first three quarters of 2014. Excluding the non-recurring logistics costs in Global Ingredients and plant expansion costs in Consumer Products, as well as costs associated with an ongoing litigation, operating income in SunOpta Foods would have been approximately 3.4% .

Earnings from continuing operations for the first three quarters of 2015 were $7.9 million, or $0.11 per diluted common share, compared to $14.7 million, or $0.21 per diluted common share, during the prior year. Excluding other expense related primarily to severance and acquisition related charges, the non-recurring logistics costs in Global Ingredients and plant expansion costs in Consumer Products, as well as costs associated with an ongoing litigation, Adjusted Earnings¹ were $0.21 per diluted common share, of which SunOpta Foods contributed $0.24, offset by a $0.03 loss from non-core operations. Excluding the same adjustments, Adjusted EBITDA for the first three quarters of 2015 was $50.6 million.

Balance Sheet

At October 3, 2015 SunOpta’s balance sheet reflected a total debt to equity ratio of 0.33 to 1.00. Of the $148.5 million total debt outstanding, $38.2 million relates to Opta Minerals and is without recourse to SunOpta Inc., leaving $110.2 million in total debt borne by SunOpta Foods. At October 3, 2015 SunOpta had total assets of $793.6 million, shareholders' equity of $453.1 million and a net book value of $5.31 per outstanding share.

On October 9, 2015 SunOpta completed the acquisition of Sunrise Growers for total consideration of approximately $473 million in cash. The acquisition was financed through (i) net proceeds of approximately $95.5 million from a registered offering of 16.7 million of common shares that closed on September 30, 2015; (ii) borrowings of approximately $318 million under a Second Lien Loan Agreement; and (iii) borrowings of approximately $59.5 million under the existing North American credit facilities. As a result of the acquisition and related fees, total debt has increased by approximately $390 million shortly after the close of the third quarter, bringing total debt inside SunOpta Foods to approximately $500 million, and leverage to approximately 5 times pro forma Adjusted EBITDA. SunOpta expects its core foods business to de-lever 1.0 to 1.5 times over the first 18 months following close of the Sunrise acquisition.

Shareholder Rights Plan and Advance Notice Bylaw

SunOpta also announced today its Board has adopted a shareholder rights plan (the “Rights Plan”) and a new by-law amendment to require advance notice of director nominations by shareholders (the “Advance Notice By-Law”). The Board intends to seek shareholder approval of the Rights Plan and the Advance Notice By-Law at SunOpta’s annual shareholders meeting in May 2016.

Rights Plan

The purpose of the Rights Plan is to provide the Board with additional time, in the event of an unsolicited takeover bid, to develop and propose alternatives to the bid and negotiate with the bidder, as well as to ensure equal treatment of shareholders in the context of an acquisition of control made other than by way of an offer to all shareholders, and lessen the pressure on shareholders to tender to a bid. The Rights Plan has not been adopted in response to, or in anticipation of, any known or anticipated take-over bid or proposal to acquire control of SunOpta.


The Board has implemented the Rights Plan by authorizing the issuance of one right (a “Right”) in respect of each common share outstanding at the close of business on November 23, 2015 (the “Record Time”) and in respect of each common share issued by SunOpta after the Record Time. The Rights trade with, and are represented by, the common shares. Until such time as the Rights separate, when they become exercisable, Rights certificates will not be distributed to shareholders and no further action is required by shareholders.

If a person, or a group acting jointly or in concert (each, an “Offeror”), acquires beneficial ownership of 20% or more of the then outstanding voting shares (other than pursuant to an exemption available under the Rights Plan), Rights (other than those held by such Offeror, which will become void) will separate and permit the holders thereof to purchase additional shares at a substantial discount to the market price of the shares at that time. Pursuant to the Rights Plan, any bid that meets certain criteria intended to protect the interests of all shareholders will be deemed to be a “permitted bid” and will not trigger a separation under the Rights Plan. These criteria require, among other things, that the bid be made by way of a takeover bid circular to all holders of voting shares other than the Offeror, that all shareholders be treated equally and that the bid remain open for acceptance by shareholders for at least 60 days or such longer period as may be prescribed by law as the minimum deposit period.

Prior to separation, the Rights Plan is not dilutive and will not affect reported earnings per share or change the way in which shareholders would otherwise trade shares. Upon separation, reported earnings per share, on a fully diluted or non-diluted basis, may be affected. Shareholders who do not exercise their Rights upon separation may suffer substantial dilution along with the Offeror.

The Rights Plan is currently effective but remains subject to acceptance by the Toronto Stock Exchange and to ratification by SunOpta’s shareholders within six months of the Rights Plan’s effective date. The Rights Plan is expected to be submitted to shareholders for confirmation at the SunOpta’s 2016 annual shareholders' meeting. If it is not confirmed by shareholders within six months, the Rights Plan and any Rights issued thereunder will terminate. A copy of the Rights Plan will be available under SunOpta’s profile on SEDAR at www.sedar.com and will be filed with the U.S. Securities and Exchange Commission (“SEC”) under Form 8K.

Advance Notice By-Law

The Advance Notice By-law fixes certain deadlines by which shareholders must submit a notice of director nominations to SunOpta prior to a shareholders’ meeting and sets forth the information which must be included in the notice.

The Advance Notice By-law will help ensure that shareholders will receive adequate notice of all director nominations to be considered at a shareholders' meeting and sufficient information so that shareholders can cast an informed vote. The by-law is similar to the advance notice by-laws adopted by many other Canadian public companies.

More specifically, the by-law provides that for an annual meeting of shareholders (including an annual and special meeting), advance notice of director nominations to SunOpta must be given not less than 30 days prior to the date of the annual meeting. If the annual meeting is to be held on a date that is less than 50 days following the date of public announcement of the meeting, notice must be given not later than the close of business on the 10th day following the notice date. In the case of a special meeting of shareholders (which is not also an annual meeting), notice to SunOpta must be given no later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.


The Advance Notice By-law is effective immediately. Shareholders of SunOpta will be asked to ratify and confirm the by-law at the 2016 annual shareholders' meeting. A copy of the new by-law will be filed on SEDAR at www.sedar.com and will be filed with the SEC under Form 8K.

Conference Call with accompanying presentation

SunOpta plans to host a conference call at 9:00 A.M. eastern time on Wednesday, November 11, 2015, to discuss the third quarter financial results and recent corporate developments. After opening remarks, there will be a question and answer period. This conference call can be accessed via a link at www.sunopta.com. The presentation that will accompany the conference call can be downloaded at investor.sunopta.com.

To listen to the live call over the Internet, please go to SunOpta’s website at least 15 minutes early to register, download and install any necessary audio software. Additionally, the call may be accessed with the toll free dial-in number 1 (877) 312-9198 or International dial-in number 1 (631) 291-4622. If you are unable to listen live, the conference call will be archived and can be accessed for approximately 90 days at SunOpta’s website.

1See discussion of non-GAAP measures

About SunOpta Inc.

SunOpta Inc. is a leading global company focused on organic, non-genetically modified ("non-GMO") and specialty foods. SunOpta specializes in the sourcing, processing and packaging of organic and non-GMO food products, integrated from seed through packaged products; with a focus on strategic vertically integrated business models. SunOpta's organic and non-GMO food operations revolve around value-added grain, seed, fruit and vegetable based product offerings, supported by a global sourcing and supply infrastructure. SunOpta also holds an approximate 66% ownership position in Opta Minerals Inc. (TSX:OPM), a producer, distributor, and recycler of industrial minerals and silica-free abrasives. Opta Minerals is a non-core holding.

The SunOpta Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=3958

Forward-Looking Statements

Certain statements included in this press release may be considered "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation, which are based on information available to us on the date of this release. These forward-looking statements include, but are not limited to, our operational goals, expected further growth as a result of commencing production at our Allentown facility, entrenchment of our competitive sourcing advantage and our intention to de-lever our core food business. Generally, forward-looking statements do not relate strictly to historical or current facts and are typically accompanied by words such as "expect", “should”, “continued”, “will”, "believe", "anticipate", "estimate", "intend", "project", "potential", "continue", "should", "might", "plan", "may", "predict" or other similar terms and phrases intended to identify these forward looking statements. Forward looking statements are based on information available to us on the date of this release and are based on estimates and assumptions made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors the Company believes are appropriate in the circumstances including, but not limited to, general economic conditions, continued consumer interest in health and wellness, ability to maintain product pricing levels, current customer demand, planned facility and operational expansions, competitive intensity, cost rationalization, product development initiatives, and alternative potential uses for our capital resources. Whether actual timing and results will agree with expectations and predications of the Company is subject to many risks and uncertainties including, but not limited to, risks associated with acquisitions generally such failure to retain key management and employees of Sunrise Growers and Niagara Natural; issues or delays in the successful integration of the operations, systems and personnel of Sunrise Growers and Niagara Natural with those of the Company including incurring or experiencing unanticipated costs and/or delays or difficulties, future levels of revenues being lower than expected, costs being higher than expected, inability to realize synergies to the extent anticipated and conditions affecting the frozen fruit industry generally; failure or inability to implement growth strategies in a timely manner; changes in the level of capital investment; local and global political and economic conditions; consumer spending patterns and changes in market trends; decreases in customer demand; delayed or unsuccessful product development efforts; potential product recalls; working capital management and continuous improvement initiatives; availability and pricing of raw materials and supplies; potential covenant breaches under our credit facilities; and other risks described from time to time under "Risk Factors" in the Company's Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q (available at www.sec.gov). Consequently all forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized.


For further information, please contact:

SunOpta Inc.
www.sunopta.com

Public Relations
Rob Litt, Director Global Communications
Tel: 952-893-7863
Rob.litt@sunopta.com

SunOpta Inc.
Consolidated Statements of Operations
For the quarter and three quarters ended October 3, 2015 and October 4, 2014
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)

 

  Quarter ended     Three quarters ended  

 

  October 3, 2015     October 4, 2014     October 3, 2015     October 4, 2014  

 

$   $   $ $   $  

Revenues

  306,007     307,887     916,681     957,841  

 

                       

Cost of goods sold

  275,375     271,774     819,447     842,688  

 

                       

Gross profit

  30,632     36,113     97,234     115,153  

 

                       

Selling, general and administrative expenses

  23,756     23,461     69,882     71,337  

Intangible asset amortization

  1,284     1,023     3,610     3,234  

Other expense (income), net

  4,033     11     6,165     (993 )

Foreign exchange gain

  (613 )   (600 )   (1,614 )   (377 )

 

                       

Earnings from continuing operations before the following

  2,172     12,218     19,191     41,952  

 

                       

Interest expense, net

  1,919     1,970     6,835     6,128  

Impairment loss on investment

  -     8,441     -     8,441  

 

                       

Earnings from continuing operations before income taxes

  253     1,807     12,356     27,383  

 

                       

Provision for (recovery of) income taxes

  (411 )   2,267     5,969     12,290  

 

                       

Earnings (loss) from continuing operations

  664     (460 )   6,387     15,093  

 

                       

Earnings (loss) from discontinued operations, net of income taxes

  (128 )   233     (262 )   297  

 

                       

Earnings (loss)

  536     (227 )   6,125     15,390  

 

                       

Earnings (loss) attributable to non-controlling interests

  222     157     (1,472 )   426  

 

                       

Earnings (loss) attributable to SunOpta Inc.

  314     (384 )   7,597     14,964  

 

                       

Earnings (loss) per share – basic

                       

     - from continuing operations

  0.01     (0.01 )   0.12     0.22  

     - from discontinued operations

  -     -     -     -  

 

  -     (0.01 )   0.11     0.22  

Earnings (loss) per share – diluted

                       

     - from continuing operations

  0.01     (0.01 )   0.11     0.21  

     - from discontinued operations

  -     -     -     -  

 

  -     (0.01 )   0.11     0.21  

 

                       

Weighted-average number of shares outstanding (000s)

                       

     - basic

  69,181     66,919     68,199     66,764  

     - diluted

  69,181     68,686     68,406     68,274  


SunOpta Inc.
Consolidated Balance Sheets
As at October 3, 2015 and January 3, 2015
(Unaudited)
(Expressed in thousands of U.S. dollars)

 

  October 3, 2015     January 3, 2015  

 

$   $  

 

           

 

           

ASSETS

           

Current assets

           

     Cash and cash equivalents

  98,989     9,938  

     Accounts receivable

  127,572     125,896  

     Inventories

  282,127     264,256  

     Prepaid expenses and other current assets

  17,450     18,935  

     Current income taxes recoverable

  5,555     2,233  

     Deferred income taxes

  6,080     8,107  

 

  537,773     429,365  

 

           

Property, plant and equipment

  146,531     134,920  

Goodwill

  47,344     29,082  

Intangible assets

  51,814     40,640  

Deferred income taxes

  3,308     2,061  

Other assets

  6,838     4,882  

 

           

 

  793,608     640,950  

 

           

LIABILITIES

           

Current liabilities

           

     Bank indebtedness

  117,000     91,410  

     Accounts payable and accrued liabilities

  134,712     128,437  

     Customer and other deposits

  5,102     4,127  

     Income taxes payable

  195     3,090  

     Other current liabilities

  1,825     3,087  

     Current portion of long-term debt

  28,622     5,927  

     Current portion of long-term liabilities

  5,261     250  

 

  292,717     236,328  

 

           

Long-term debt

  2,830     33,928  

Long-term liabilities

  19,527     1,962  

Deferred income taxes

  14,572     15,404  

 

  329,646     287,622  

 

           

EQUITY

           

SunOpta Inc. shareholders’ equity

           

     Common shares

  298,329     190,668  

     Additional paid-in capital

  21,852     22,490  

     Retained earnings

  136,906     129,309  

     Accumulated other comprehensive loss

  (3,977 )   (1,778 )

 

  453,110     340,689  

Non-controlling interests

  10,852     12,639  

Total equity

  463,962     353,328  

 

           

 

  793,608     640,950  


SunOpta Inc.
Consolidated Statements of Cash Flows
For the quarter and three quarters ended October 3, 2015 and October 4, 2014
(Unaudited)
(Expressed in thousands of U.S. dollars)

 

  Quarter ended     Three quarters ended  

 

                       

 

  October 3, 2015     October 4, 2014     October 3, 2015     October 4, 2014  

 

$   $   $   $  

 

                       

CASH PROVIDED BY (USED IN)

                       

Operating activities

                       

Earnings (loss)

  536     (227 )   6,125     15,390  

Earnings (loss) from discontinued operations

  (128 )   233     (262 )   297  

Earnings (loss) from continuing operations

  664     (460 )   6,387     15,093  

Items not affecting cash:

                       

     Depreciation and amortization

  5,741     5,489     16,703     16,347  

     Deferred income taxes

  303     (947 )   1,148     890  

     Stock-based compensation

  1,901     1,079     4,140     2,884  

     Unrealized loss (gain) on derivative instruments

  (1,088 )   1,802     (534 )   2,021  

     Impairment loss on investment

  -     8,441     -     8,441  

     Impairment of long-lived assets

  -     505     -     505  

     Gain on sale of assets

  126     (1,018 )   19     (1,018 )

     Unrealized loss (gain) on contingent consideration

  156     -     238     (1,373 )

     Other

  304     191     2,020     7  

     Changes in non-cash working capital, net of business acquired

  14,565     3,245     (24,079 )   (4,622 )

Net cash flows from operations - continuing operations

  22,672     18,327     6,042     39,175  

Net cash flows from operations - discontinued operations

  (128 )   (327 )   (262 )   (589 )

 

  22,544     18,000     5,780     38,586  

Investing activities

                       

Acquisition of businesses

  (6,475 )   -     (19,775 )   -  

Purchases of property, plant and equipment

  (7,373 )   (5,109 )   (22,812 )   (12,565 )

Acquisition of non-controlling interest

  -     -     (733 )   -  

Payment of contingent consideration

  -     -     (253 )   (800 )

Proceeds from the sale of assets

  239     5,688     1,292     5,688  

Increase in long-term investment, net

  -     (871 )   -     (871 )

Other

  (22 )   (435 )   (45 )   (484 )

Net cash flows from investing activities - continuing operations

  (13,631 )   (727 )   (42,326 )   (9,032 )

Net cash flows from investing activities - discontinued operations

  -     327     -     589  

 

  (13,631 )   (400 )   (42,326 )   (8,443 )

Financing activities

                       

Increase (decrease) under line of credit facilities

  (6,309 )   (15,973 )   29,757     (29,538 )

Borrowings under long-term debt

  -     -     -     210  

Repayment of long-term debt

  (1,407 )   (1,502 )   (4,200 )   (4,658 )

Financing costs

  (2,157 )   -     (2,188 )   -  

Proceeds from the issuance of common shares, net

  95,344     -     95,344     -  

Proceeds from the exercise of stock options

  439     749     3,478     2,996  

Proceeds from the exercise of warrants

  -     -     3,879     -  

Other

  (179 )   (75 )   (459 )   (154 )

Net cash flows from financing activities - continuing operations

  85,731     (16,801 )   125,611     (31,144 )

 

                       

Foreign exchange loss on cash held in a foreign currency

  (41 )   (97 )   (14 )   (107 )

Increase (decrease) in cash and cash equivalents in the period

  94,603     702     89,051     (1,108 )

 

                       

Cash and cash equivalents - beginning of the period

  4,386     6,727     9,938     8,537  

Cash and cash equivalents - end of the period

  98,989     7,429     98,989     7,429  


SunOpta Inc.
Segmented Information
For the quarter and three quarters ended October 3, 2015 and October 4, 2014
Unaudited
(Expressed in thousands of U.S. dollars)

 

  Quarter ended     Three quarters ended  

 

  October 3, 2015     October 4, 2014     October 3, 2015     October 4, 2014  

 

$   $   $   $  

Segment revenues from external customers:

                       

     Global Ingredients

  150,500     156,438     467,405     477,240  

     Consumer Products

  126,713     115,570     361,351     374,934  

           SunOpta Foods

  277,213     272,008     828,756     852,174  

     Opta Minerals

  28,794     35,879     87,925     105,667  

           Total segment revenues from external customers

  306,007     307,887     916,681     957,841  

 

                       

Segment gross margin:

                       

     Global Ingredients

  15,327     15,580     53,225     47,822  

     Consumer Products

  10,982     15,257     31,907     50,643  

           SunOpta Foods

  26,309     30,837     85,132     98,465  

     Opta Minerals

  4,323     5,276     12,102     16,688  

           Total segment operating income

  30,632     36,113     97,234     115,153  

 

                       

Segment operating income (loss):

                       

     Global Ingredients

  4,642     6,933     23,934     19,254  

     Consumer Products

  1,863     7,988     5,115     27,412  

           SunOpta Foods

  6,505     14,921     29,049     46,666  

     Opta Minerals

  2,105     898     2,313     3,494  

     Corporate Services

  (2,405 )   (3,590 )   (6,006 )   (9,201 )

           Total segment operating income

  6,205     12,229     25,356     40,959  

 

                       

Segment operating income percentage:

                       

     Global Ingredients

  3.1%     4.4%     5.1%     4.0%  

     Consumer Products

  1.5%     6.9%     1.4%     7.3%  

           SunOpta Foods

  2.3%     5.5%     3.5%     5.5%  

     Opta Minerals

  7.3%     2.5%     2.6%     3.3%  

           Total segment operating income

  2.0%     4.0%     2.8%     4.3%  

(Segment operating income (loss) is defined as “Earnings (loss) from continuing operations before the following” excluding the impact of “Other expense (income), net”.)


1Non-GAAP Measures

In addition to reporting financial results in accordance with U.S. GAAP, the Company provides information regarding segment operating income and earnings before interest, taxes, depreciation and amortization ("EBITDA") as additional information about its operating results, which are not measures in accordance with U.S. GAAP. The Company believes that these non-GAAP measures assist investors in comparing performance across reporting periods on a consistent basis by excluding items that are not indicative of the Company's core operating performance. The non-GAAP measures of segment operating income and EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with U.S. GAAP.

The Company defines segment operating income as "earnings from continuing operations before the following" excluding the impact of other income/expense items and goodwill impairments; and EBITDA as segment operating income plus depreciation and amortization and stock based compensation. The following is a tabular presentation of segment operating income and EBITDA, including a reconciliation to earnings (loss) from continuing operations, which the Company believes to be the most directly comparable U.S. GAAP financial measure:

 

  Quarter ended     Three quarters ended  

 

  October 3, 2015     October 4, 2014     October 3, 2015     October 4, 2014  

 

$   $   $ $   $  

 

                       

Earnings (loss) from continuing operations

  664     (460 )   6,387     15,093  

Provision for (recovery of) income taxes

  (411 )   2,267     5,969     12,290  

Interest expense, net

  1,919     1,970     6,835     6,128  

Other expense (income), net

  4,033     11     6,165     (993 )

Impairment loss on investment

  -     8,441     -     8,441  

   Total segment operating income

  6,205     12,229     25,356     40,959  

Depreciation and amortization

  5,741     5,489     16,703     16,347  

Stock-based compensation

  1,047     1,079     3,286     2,884  

   EBITDA

  12,993     18,797     45,345     60,190  

Adjustments (a)

  3,766     -     5,255     -  

   Adjusted EBITDA

  16,759     18,797     50,600     60,190  

(a) The adjustments include all adjustments in the tables " Reconciliation of GAAP Results to Adjusted Earnings and Adjusted earnings per diluted share” that affect cost of goods sold and selling, general and administrative expenses

The Company also reported Adjusted Earnings and Adjusted earnings per diluted share for the quarter and three quarters ended October 3, 2015. Adjusted Earnings and Adjusted earnings per diluted share are also non-GAAP financial measures.

When assessing our financial performance, we use an internal measure that excludes (i) results of discontinued operations; (ii) items recognized in other income/expense, which includes severance and other rationalization costs, business development costs, changes in the fair value of contingent consideration, and gains/losses on the disposal of assets; (iii) impairment losses on long-lived assets, investments, and goodwill; and (iv) other unusual items that are identified and evaluated on an individual basis, which due to their nature or size, we would not expect to occur as part of our normal business on a regular basis from earnings (or loss) attributable to SunOpta Inc. We believe that the identification of these items enhances an analysis of our financial performance when comparing those operating results between periods, as we do not consider these items to be reflective of normal business operations. The following is a tabular presentation of Adjusted Earnings and Adjusted Earnings per diluted share, including a reconciliation to U.S. GAAP earnings (loss) attributable to SunOpta Inc. and U.S. GAAP earnings (loss) attributable to SunOpta Inc. on a per diluted share basis, which the Company believes to be the most directly comparable U.S. GAAP financial measure.


For the quarter and three quarters ended October 3, 2015, in addition to the results of discontinued operations, the Company recognized other expense related primarily to severance and acquisition related charges, demurrage, detention and other related expenses in connection with transloading capacity constraints on imported and exported product, expansion and start-up costs related to our east coast aseptic and premium juice facilities, and litigation costs mainly related to the previously reported Plum dispute. We do not believe these charges are reflective of normal business operations. These charges have been excluded to arrive at Adjusted Earnings and Adjusted Earnings per diluted share.

For the quarter and three quarters ended October 4, 2014, in addition to the results of discontinued operations, the Company recognized other expense (and income) related primarily to impairment of long-lived assets, severance and restructuring costs, and gains related to assets sales and the settlement of a remaining earn out related to a previous acquisition. We do not believe these charges and gains are reflective of normal business operations and have been excluded to arrive at Adjusted Earnings and Adjusted Earnings per diluted share.

Reconciliation of GAAP Results to Adjusted Earnings and Adjusted earnings per diluted share

 

  SunOpta Foods     Opta Minerals     Consolidated  

 

  Per Diluted     Per Diluted     Per Diluted  

 

  Share     Share     Share  

For the quarter ended

$   $   $   $   $   $  

October 3, 2015

                                   

Earnings attributable to SunOpta Inc.

  (322 )   -     636     0.01     314     -  

Loss from discontinued operations, net of income taxes

  128     -     -     -     128     -  

Earnings from continuing operations attributable to SunOpta Inc.

(194 ) - 636 0.01 442 0.01

Adjusted for:

                                   

     Demurrage, detention and other related expenses(a)

  1,858           -           1,858        

     Plant expansion and start-up costs(a)

  1,525           -           1,525        

     Litigation costs (b)

  383           -           383        

     Other expense (income)

  3,652           381           4,033        

     Income tax effect of preceding adjustments

  (2,485 )         (101 )         (2,586 )      

     Non-controlling interests' share of preceding adjustments

  -           (95 )         (95 )      

Adjusted earnings

  4,739     0.07     821     0.01     5,560     0.08  

 

                                   

October 4, 2014

                                   

Loss attributable to SunOpta Inc.

  (756 )   (0.01 )   372     0.01     (384 )   (0.01 )

Earnings from discontinued operations, net of income taxes

  (233 )   -     -     -     (233 )   -  

Earnings from continuing operations attributable to SunOpta Inc.

(989 ) (0.01 ) 372 0.01 (617 ) (0.01 )

Adjusted for:

                                   

     Impairment loss on investment

  8,441           -           8,441        

     Other expense (income)

  (643 )         654           11        

     Income tax effect of preceding adjustments

  238           (173 )         65        

     Non-controlling interests' share of preceding adjustments

  -           (163 )         (163 )      

Adjusted earnings

  7,047     0.10     690     0.01     7,737     0.11  

  (a)

Included in cost of goods sold

  (b)

Included in selling, general and administrative expenses



Reconciliation of GAAP Results to Adjusted Earnings and Adjusted earnings per diluted share

 

  SunOpta Foods     Opta Minerals     Consolidated  

 

  Per Diluted     Per Diluted     Per Diluted  

 

  Share     Share     Share  

For the three quarters ended

$   $   $   $   $   $  

October 3, 2015

                                   

Earnings(loss) attributable to SunOpta Inc.

  10,294     0.15     (2,697 )   (0.04 )   7,597     0.11  

Loss from discontinued operations, net of income taxes

  262     -     -     -     262     -  

Earnings from continuing operations attributable to SunOpta Inc.

  10,556     0.15     (2,697 )   (0.04 )   7,859     0.11  

Adjusted for:

                                   

     Demurrage, detention and other related expenses(a)

  1,858           -           1,858        

     Plant expansion and start-up costs(a)

  2,220           -           2,220        

     Litigation costs(b)

  1,177           -           1,177        

     Other expenses (income)

  4,393           1,772           6,165        

     Net income tax effect of preceding adjustments

  (3,658 )         (469 )         (4,127 )      

     Non-controlling interests' share of preceding adjustments

  -           (467 )         (467 )      

Adjusted earnings (loss)

  16,546     0.24     (1,861 )   (0.03 )   14,685     0.21  

 

                                   

October 4, 2014

                                   

Earnings attributable to SunOpta Inc.

  14,541     0.21     423     0.01     14,964     0.22  

Earnings from discontinued operations, net of income taxes

  (297 )   -     -     -     (297 )   -  

Earnings from continuing operations attributable to SunOpta Inc.

  14,244     0.21     423     0.01     14,667     0.21  

Adjusted for:

                                   

     Impairment loss on investment

  8,441           -           8,441        

     Other expense (income)

  (1,826 )         833           (993 )      

     Net income tax effect of preceding adjustments

  652           (153 )         499        

     Non-controlling interests' share of preceding adjustments

  -           (135 )         (135 )      

Adjusted earnings

  21,511     0.32     968     0.01     22,479     0.33  

  (a)

Included in cost of goods sold

  (b)

Included in selling, general and administrative expenses