SunOpta: Q3 Results
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TORONTO - 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.
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.
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 http://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.
Rob Litt, Director Global Communications