UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 5, 2015
SUNOPTA INC.
(Exact name of
registrant as specified in its charter)
| Canada | 001-34198 | Not Applicable |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification |
| incorporation) | No.) |
2838 Bovaird Drive West
Brampton, Ontario, L7A
0H2, Canada
(Address of Principal Executive Offices)
(905) 455-1990
(Registrant's telephone number,
including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [_] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [_] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [_] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [_] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 7.01 REGULATION FD DISCLOSURE
In the fourth quarter of 2014, SunOpta Inc. (the “Company”) implemented changes in its organizational structure, following the sale of its fiber and starch business, to align and focus the operations of SunOpta Foods on two key “go-to-market” categories: ingredient sourcing and supply; and consumer-packaged products. Consequently, the Company realigned the operating segments of SunOpta Foods to reflect the resulting changes in management reporting and accountability to its Chief Executive Officer. The Company believes this new operational structure aligns well with SunOpta Foods’ integrated field-to-table business model and product portfolio. The Opta Minerals operating segment remained unchanged.
This Form 8-K provides a summary of the effects of the above reporting changes on the historical results of the Company’s operating segment results for fiscal year 2014. The information contained in this Form 8-K is being furnished pursuant to Regulation FD in order to provide the financial community with summary financial information and historical data that is on a basis consistent with the Company’s new segment reporting structure. The Company filed its Annual Report on Form 10-K for the fiscal year ended January 3, 2015 on March 3, 2015. The Annual Report contains additional information regarding the Company’s operating segments, including segmented operating results based on the new operating segments for the fiscal years ended January 3, 2015, December 28, 2013, and December 29, 2012.
The information furnished in Item 7.01, including the exhibit attached hereto, shall not be deemed “filed” for any purpose, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing. This report will not be deemed an admission as to the materiality of any information in the report that is provided in connection with Regulation FD.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Segmented Information – As Recast |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SUNOPTA INC. | |
| By: | /s/ Robert McKeracher |
| Robert McKeracher | |
| Vice President and Chief Financial Officer | |
| Date: | March 5, 2015 |
Exhibit 99.1
Segmented Information – As Recast
The following tables present the reportable segments of the Company for fiscal year 2014, as recast (unaudited, in thousands of U.S. dollars):
| Consolidated (Total) | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||
| Revenues | $ | 322,379 | $ | 327,575 | $ | 307,887 | $ | 284,759 | $ | 1,242,600 | |||||
| Gross profit | 36,222 | 42,818 | 36,113 | 28,141 | 143,294 | ||||||||||
| Operating income | 12,023 | 16,707 | 12,229 | 4,249 | 45,208 | ||||||||||
| SunOpta Foods (Sub-total) | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||
| Revenues | $ | 287,834 | $ | 292,332 | $ | 272,008 | $ | 250,571 | $ | 1,102,745 | |||||
| Gross profit | 31,323 | 36,305 | 30,837 | 23,640 | 122,105 | ||||||||||
| Operating income | 13,629 | 18,116 | 14,921 | 7,480 | 54,146 | ||||||||||
| Global Ingredients | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||
| Revenues | $ | 153,313 | $ | 167,489 | $ | 156,438 | $ | 141,826 | $ | 619,066 | |||||
| Gross profit | 13,320 | 18,922 | 15,580 | 15,769 | 63,591 | ||||||||||
| Operating income | 3,539 | 8,782 | 6,933 | 7,020 | 26,274 | ||||||||||
| Consumer Products | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||
| Revenues | $ | 134,521 | $ | 124,843 | $ | 115,570 | $ | 108,745 | $ | 483,679 | |||||
| Gross profit | 18,003 | 17,383 | 15,257 | 7,871 | 58,514 | ||||||||||
| Operating income | 10,090 | 9,334 | 7,988 | 460 | 27,872 | ||||||||||
| Opta Minerals | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||
| Revenues | $ | 34,545 | $ | 35,243 | $ | 35,879 | $ | 34,188 | $ | 139,855 | |||||
| Gross profit | 4,899 | 6,513 | 5,276 | 4,501 | 21,189 | ||||||||||
| Operating income | 1,025 | 1,571 | 898 | 17 | 3,511 | ||||||||||
| Corporate Services | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||
| Operating loss | $ | (2,631 | ) | $ | (2,980 | ) | $ | (3,590 | ) | $ | (3,248 | ) | $ | (12,449 | ) |