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): September 28, 2015
SUNOPTA INC.
(Exact name of registrant as specified in its charter)
Canada | 001-34198 | Not Applicable | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2838 Bovaird Drive West
Brampton, Ontario, L7A 0H2, Canada
(Address of Principal Executive Offices)
(905) 455-1990
(Registrants 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 connection with a proposed financing transaction, the registrant is providing prospective investors with certain information, an excerpt of which is included as Exhibit 99.1, which is incorporated herein by reference.
This report does not constitute an offer or sale of any securities for sale. Any securities offered may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The information furnished pursuant to this Form 8-K (including the exhibits hereto) shall not be considered filed under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any of the registrants filings under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the registrant expressly states in such filing that such information is to be considered filed or incorporated by reference therein.
Forward-Looking Statements
Certain statements included in this report 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 report. These forward-looking statements include, but are not limited to, the anticipated closing date of the acquisition of Sunrise (the Transaction), the anticipated sources and amounts of debt and equity financing to satisfy the purchase price for the Transaction, and our expectation that we will continue to have access to capital to support further acquisitions and strategic growth initiatives following the Transaction. Terms and phrases such as will, look forward, expects, believes, intends and other similar terms and phrases are intended to identify these forward looking statements. Forward looking statements are based on information available to us on the date of this report 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. The Company makes no representation that reasonable business people in possession of the same information would reach the same conclusions. Whether actual timing and results will agree with expectations and predications of the Company is subject to many risks and uncertainties which include, but are not limited to: risks associated with acquisitions generally such as the inability to obtain or delays in obtaining required approvals under applicable anti-trust legislation and other regulatory and third party consents and approvals; potential volatility in the capital markets and impact on the ability to complete the proposed debt and equity financings necessary to satisfy the purchase price; failure to retain key management and employees of Sunrise; issues or delays in the successful integration of Sunrises operations with those of the Company including incurring or experiencing unanticipated costs and/or delays or difficulties, future levels of revenues being lower than expected and costs being higher than expected; failure or inability to implement growth strategies in a timely manner; risks associated with integrating the operations, systems, and personnel of Sunrise; conditions affecting the frozen fruit industry generally; local and global political and economic conditions; conditions in the securities market that are less favourable than expected; and changes in the level of capital investment, as well as other risks described from time to time under Risk Factors in the Companys 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.
ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) | Exhibits |
The list of exhibits in the exhibit index hereto is incorporated herein by reference.
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 | September 28, 2015 |
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Excerpt from materials to be provided to prospective investors on September 28, 2015. |
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The unaudited pro forma condensed combined statements of operations for the year ended January 3, 2015, and for the two quarters ended July 4, 2015 and July 5, 2014, combine the historical consolidated statements of operations of SunOpta Inc. (SunOpta) and Sunrise Holdings (Delaware), Inc. (Sunrise), giving effect to the acquisition of Sunrise as if it had occurred on December 29, 2013. The unaudited pro forma condensed combined balance sheet as of July 4, 2015 combines the historical consolidated balance sheets of SunOpta and Sunrise, giving effect to the acquisition as if it had occurred on July 4, 2015. The unaudited pro forma condensed combined statement of operations for the twelve months ended July 4, 2015 has been derived from the unaudited pro forma condensed combined statements of operations for the year ended January 3, 2015 and for the two quarters ended July 4, 2015 and July 5, 2014. The statement of operations data and related notes data for the twelve months ended July 4, 2015 have been calculated by subtracting the data for the two quarters ended July 5, 2014 from the data for the year ended January 3, 2015 and adding the data for the two quarters ended July 4, 2015. The historical consolidated financial information has been adjusted to give effect to pro forma events that are (i) directly attributable to the acquisition of Sunrise and the financing of such acquisition; (ii) factually supportable; and (iii) with respect to the statements of operations, expected to have a continuing impact on the combined results. In particular, the unaudited pro forma condensed combined financial statements reflect the following adjustments:
| the consummation of an offering by SunOpta Foods Inc. of senior secured second lien notes due 2022 (the Notes) for total gross proceeds of $330.0 million (the Notes Offering); |
| the consummation of the offering of 16,670,000 common shares (assuming no exercise of the underwriters option to purchase additional common shares) by SunOpta at a public offering price per common share of $6.00 for total gross proceeds of $100.0 million (the Common Stock Offering); |
| borrowings of approximately $65.5 million under SunOptas existing North American credit facilities; |
| the consummation of SunOptas acquisition of all of the issued and outstanding common shares of Sunrise (the Sunrise Acquisition); and |
| payment of acquisition-related and financing-related transaction costs in connection with the foregoing. |
The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the:
| audited consolidated financial statements of SunOpta as of and for the year ended January 3, 2015 and the related notes included herein and in SunOptas Annual Report on Form 10-K for the year ended January 3, 2015; |
| audited consolidated financial statements of Sunrise as of and for the year ended December 31, 2014 and the related notes included herein and in SunOptas Current Report on Form 8-K filed on September 15, 2015; |
| unaudited interim consolidated financial statements of SunOpta as of and for the two quarters ended July 4, 2015 and July 5, 2014, and the related notes included herein and in SunOptas Quarterly Report on Form 10-Q for the quarter ended July 4, 2015; and |
| unaudited interim consolidated financial statements of Sunrise as of and for the two quarters ended June 30, 2015 and June 30, 2014, and the related notes included herein and in SunOptas Current Report on Form 8-K filed on September 15, 2015. |
The unaudited pro forma condensed combined financial information has been presented for informational purposes only. The pro forma information is not necessarily indicative of what the combined companys financial position or results of operations actually would have been had the Sunrise Acquisition been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company.
The unaudited pro forma condensed combined financial information is based upon certain assumptions with respect to SunOptas financing of the Sunrise Acquisition. Whether the assumed financing sources are available, and, if available, the terms of SunOptas future financings, will be subject to market conditions. The actual sources of financing and the terms on
which it is obtained may not be as favorable as those reflected in the unaudited pro forma condensed combined financial information. Differences between preliminary estimates in the unaudited pro forma condensed combined financial information and the final acquisition accounting, as well as between the assumed and actual financing sources and terms, will occur and could have a material impact on the unaudited pro forma condensed combined financial information and the combined companys financial position and future results of operations.
The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting under U.S. generally accepted accounting principles (U.S. GAAP). The acquisition accounting is dependent upon certain valuations and other studies or events that have yet to progress to a stage where there is sufficient information for a definitive measurement. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final acquisition accounting will occur, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined companys future results of operations and financial position.
The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the Sunrise Acquisition; costs necessary to achieve these cost savings, operating synergies and revenue enhancements; or costs to integrate the operations of Sunrise.
2
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED JULY 4, 2015
(Expressed in thousands of U.S. dollars)
SunOpta | Sunrise | Re- classification Adjustments (note 6) |
Pro Forma Adjustments (note 7) |
Pro Forma Combined |
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Revenues |
$ | 1,203,320 | $ | 275,058 | $ | | $ | (2,222 | ) | (a) | $ | 1,476,156 | ||||||||||||
Cost of goods sold |
1,072,464 | 233,614 | | (1,672 | ) | (a)(b) | 1,304,406 | |||||||||||||||||
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Gross profit |
130,856 | 41,444 | | (550 | ) | 171,750 | ||||||||||||||||||
Selling, general and administrative expenses |
92,859 | | 17,587 | (a)(b) | | 110,446 | ||||||||||||||||||
Selling expenses |
| 3,657 | (3,657 | ) | (a) | | | |||||||||||||||||
General and administrative expenses |
| 19,975 | (19,975 | ) | (b)(c) | | | |||||||||||||||||
Intangible asset amortization |
4,369 | | 6,045 | (c) | 1,555 | (c) | 11,969 | |||||||||||||||||
Other expense, net |
5,630 | | 841 | (d)(e) | (300 | ) | (d) | 6,171 | ||||||||||||||||
Transaction and transition costs |
| 469 | (469 | ) | (d) | | | |||||||||||||||||
Goodwill impairment |
10,975 | | | | 10,975 | |||||||||||||||||||
Foreign exchange gain |
(2,001 | ) | | | | (2,001 | ) | |||||||||||||||||
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Earnings from continuing operations before the following |
19,024 | 17,343 | (372 | ) | (1,805 | ) | 34,190 | |||||||||||||||||
Interest expense, net |
8,522 | 9,548 | | 19,436 | (e) | 37,506 | ||||||||||||||||||
Other expense |
| 372 | (372 | ) | (e) | | | |||||||||||||||||
Impairment loss on investment |
8,441 | | | | 8,441 | |||||||||||||||||||
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Earnings (loss) from continuing operations before income taxes |
2,061 | 7,423 | | (21,241 | ) | (11,757 | ) | |||||||||||||||||
Provision for (recovery of) income taxes |
5,260 | 2,360 | | (8,390 | ) | (f) | (770 | ) | ||||||||||||||||
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Earnings (loss) from continuing operations |
(3,199 | ) | 5,063 | | (12,851 | ) | (10,987 | ) | ||||||||||||||||
Earnings (loss) attributable to non-controlling interests |
(6,679 | ) | 190 | | | (6,489 | ) | |||||||||||||||||
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Earnings (loss) from continuing operations attributable to controlling interests (note 8) |
$ | 3,480 | $ | 4,873 | $ | | $ | (12,851 | ) | $ | (4,498 | ) | ||||||||||||
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See the accompanying notes to the unaudited pro forma condensed combined financial statements, which are an integral part of these statements. The reclassification adjustments are explained in note 6. Reclassification Adjustments, and the pro forma adjustments are explained in note 7. Pro Forma Adjustments.
3
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JANUARY 3, 2015
(Expressed in thousands of U.S. dollars)
SunOpta | Sunrise | Re- classification Adjustments (note 6) |
Pro Forma Adjustments (note 7) |
Pro Forma Combined |
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Revenues |
$ | 1,242,600 | $ | 256,830 | $ | | $ | (2,807 | ) | (a) | $ | 1,496,623 | ||||||||||||
Cost of goods sold |
1,099,306 | 213,180 | | (2,257 | ) | (a)(b) | 1,310,229 | |||||||||||||||||
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Gross profit |
143,294 | 43,650 | | (550 | ) | 186,394 | ||||||||||||||||||
Selling, general and administrative expenses |
94,609 | | 18,508 | (a)(b) | | 113,117 | ||||||||||||||||||
Selling expenses |
| 3,669 | (3,669 | ) | (a) | | | |||||||||||||||||
General and administrative expenses |
| 21,013 | (21,013 | ) | (b)(c) | | | |||||||||||||||||
Intangible asset amortization |
4,254 | | 6,174 | (c) | 1,426 | (c) | 11,854 | |||||||||||||||||
Other expense (income), net |
2,494 | | (3,691 | ) | (d)(e) | | (1,197 | ) | ||||||||||||||||
Transaction costs |
| 912 | (912 | ) | (d) | | | |||||||||||||||||
Goodwill impairment |
10,975 | | | | 10,975 | |||||||||||||||||||
Foreign exchange gain |
(777 | ) | | | | (777 | ) | |||||||||||||||||
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Earnings from continuing operations before the following |
31,739 | 18,056 | 4,603 | (1,976 | ) | 52,422 | ||||||||||||||||||
Interest expense, net |
7,764 | 8,395 | | 20,487 | (e) | 36,646 | ||||||||||||||||||
Other income |
| (4,603 | ) | 4,603 | (e) | | | |||||||||||||||||
Impairment loss on investment |
8,441 | | | | 8,441 | |||||||||||||||||||
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Earnings from continuing operations before income taxes |
15,534 | 14,264 | | (22,463 | ) | 7,335 | ||||||||||||||||||
Provision for income taxes |
8,903 | 4,652 | | (8,873 | ) | (f) | 4,682 | |||||||||||||||||
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Earnings from continuing operations |
6,631 | 9,612 | | (13,590 | ) | 2,653 | ||||||||||||||||||
Loss attributable to non-controlling interests |
(4,716 | ) | (48 | ) | | | (4,764 | ) | ||||||||||||||||
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Earnings from continuing operations attributable to controlling interests (note 8) |
$ | 11,347 | $ | 9,660 | $ | | $ | (13,590 | ) | $ | 7,417 | |||||||||||||
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See the accompanying notes to the unaudited pro forma condensed combined financial statements, which are an integral part of these statements. The reclassification adjustments are explained in note 6. Reclassification Adjustments, and the pro forma adjustments are explained in note 7. Pro Forma Adjustments.
4
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE TWO QUARTERS ENDED JULY 4, 2015
(Expressed in thousands of U.S. dollars)
SunOpta | Sunrise | Re- classification Adjustments (note 6) |
Pro Forma Adjustments (note 7) |
Pro Forma Combined |
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Revenues |
$ | 610,674 | $ | 145,343 | $ | | $ | (1,121 | ) | (a) | $ | 754,896 | ||||||||||||
Cost of goods sold |
544,072 | 125,419 | | (846 | ) | (a)(b) | 668,645 | |||||||||||||||||
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Gross profit |
66,602 | 19,924 | | (275 | ) | 86,251 | ||||||||||||||||||
Selling, general and administrative expenses |
46,126 | | 9,090 | (a)(b) | | 55,216 | ||||||||||||||||||
Selling expenses |
| 1,850 | (1,850 | ) | (a) | | | |||||||||||||||||
General and administrative expenses |
| 10,198 | (10,198 | ) | (b)(c) | | | |||||||||||||||||
Intangible asset amortization |
2,326 | | 2,958 | (c) | 842 | (c) | 6,126 | |||||||||||||||||
Other expense, net |
2,132 | | 588 | (d)(e) | (300 | ) | (d) | 2,420 | ||||||||||||||||
Transaction and transition costs |
| 215 | (215 | ) | (d) | | | |||||||||||||||||
Foreign exchange loss (gain) |
(1,001 | ) | | | | (1,001 | ) | |||||||||||||||||
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Earnings from continuing operations before the following |
17,019 | 7,661 | (373 | ) | (817 | ) | 23,490 | |||||||||||||||||
Interest expense, net |
4,916 | 5,068 | | 9,636 | (e) | 19,620 | ||||||||||||||||||
Other expense |
| 373 | (373 | ) | (e) | | | |||||||||||||||||
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Earnings from continuing operations before income taxes |
12,103 | 2,220 | | (10,453 | ) | 3,870 | ||||||||||||||||||
Provision for income taxes |
6,380 | 786 | | (4,129 | ) | (f) | 3,037 | |||||||||||||||||
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Earnings from continuing operations |
5,723 | 1,434 | | (6,324 | ) | 833 | ||||||||||||||||||
Earnings (loss) attributable to non-controlling interests |
(1,694 | ) | 238 | | | (1,456 | ) | |||||||||||||||||
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Earnings from continuing operations attributable to controlling interests (note 8) |
$ | 7,417 | $ | 1,196 | $ | | $ | (6,324 | ) | $ | 2,289 | |||||||||||||
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See the accompanying notes to the unaudited pro forma condensed combined financial statements, which are an integral part of these statements. The reclassification adjustments are explained in note 6. Reclassification Adjustments, and the pro forma adjustments are explained in note 7. Pro Forma Adjustments.
5
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE TWO QUARTERS ENDED JULY 5, 2014
(Expressed in thousands of U.S. dollars)
SunOpta | Sunrise | Re- classification Adjustments (note 6) |
Pro Forma Adjustments (note 7) |
Pro Forma Combined |
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Revenues |
$ | 649,954 | $ | 127,115 | $ | | $ | (1,706 | ) | (a) | $ | 775,363 | ||||||||||||
Cost of goods sold |
570,914 | 104,985 | | (1,431 | ) | (a)(b) | 674,468 | |||||||||||||||||
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Gross profit |
79,040 | 22,130 | | (275 | ) | 100,895 | ||||||||||||||||||
Selling, general and administrative expenses |
47,876 | | 10,011 | (a)(b) | | 57,887 | ||||||||||||||||||
Selling expenses |
| 1,862 | (1,862 | ) | (a) | | | |||||||||||||||||
General and administrative expenses |
| 11,236 | (11,236 | ) | (b)(c) | | | |||||||||||||||||
Intangible asset amortization |
2,211 | | 3,087 | (c) | 713 | (c) | 6,011 | |||||||||||||||||
Other income, net |
(1,004 | ) | | (3,944 | ) | (d)(e) | | (4,948 | ) | |||||||||||||||
Transaction costs |
| 658 | (658 | ) | (d) | | | |||||||||||||||||
Foreign exchange loss |
223 | | | | 223 | |||||||||||||||||||
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Earnings from continuing operations before the following |
29,734 | 8,374 | 4,602 | (988 | ) | 41,722 | ||||||||||||||||||
Interest expense, net |
4,158 | 3,915 | | 10,687 | (e) | 18,760 | ||||||||||||||||||
Other income |
| (4,602 | ) | 4,602 | (e) | | | |||||||||||||||||
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Earnings from continuing operations before income taxes |
25,576 | 9,061 | | (11,675 | ) | 22,962 | ||||||||||||||||||
Provision for income taxes |
10,023 | 3,078 | | (4,612 | ) | (f) | 8,489 | |||||||||||||||||
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Earnings from continuing operations |
15,553 | 5,983 | | (7,063 | ) | 14,473 | ||||||||||||||||||
Earnings attributable to non-controlling interests |
269 | | | | 269 | |||||||||||||||||||
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Earnings from continuing operations attributable to controlling interests (note 8) |
$ | 15,284 | $ | 5,983 | $ | | $ | (7,063 | ) | $ | 14,204 | |||||||||||||
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See the accompanying notes to the unaudited pro forma condensed combined financial statements, which are an integral part of these statements. The reclassification adjustments are explained in note 6. Reclassification Adjustments, and the pro forma adjustments are explained in note 7. Pro Forma Adjustments.
6
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JULY 4, 2015
(Expressed in thousands of U.S. dollars)
SunOpta | Sunrise | Re- classification Adjustments (note 6) |
Pro Forma Adjustments (note 7) |
Pro Forma Combined |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
$ | 4,386 | $ | 289 | $ | | $ | | (x) | $ | 4,675 | |||||||||||||
Accounts receivable |
133,696 | 30,369 | 624 | (f) | (424 | ) | (g) | 164,265 | ||||||||||||||||
Grower loans |
| 624 | (624 | ) | (f) | | | |||||||||||||||||
Inventories |
286,331 | 126,868 | | 16,000 | (h) | 429,199 | ||||||||||||||||||
Prepaid expenses and other current assets |
19,750 | 1,918 | 1,070 | (g) | (1,070 | ) | (i) | 21,668 | ||||||||||||||||
Loan origination costs |
| 1,070 | (1,070 | ) | (g) | | | |||||||||||||||||
Current income taxes recoverable |
5,134 | | | | 5,134 | |||||||||||||||||||
Deferred income taxes |
5,950 | 2,868 | | 14,000 | (j) | 22,818 | ||||||||||||||||||
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455,247 | 164,006 | | 28,506 | 647,759 | ||||||||||||||||||||
Property, plant and equipment |
141,360 | 42,872 | | 5,500 | (k) | 189,732 | ||||||||||||||||||
Goodwill |
45,646 | 50,907 | | 153,078 | (l) | 249,631 | ||||||||||||||||||
Intangible assets |
50,927 | 43,029 | | 121,971 | (m) | 215,927 | ||||||||||||||||||
Deferred income taxes |
1,791 | | | | 1,791 | |||||||||||||||||||
Other assets |
4,952 | 100 | 2,679 | (g) | 5,821 | (n) | 13,552 | |||||||||||||||||
Loan origination costs |
| 2,679 | (2,679 | ) | (g) | | | |||||||||||||||||
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$ | 699,923 | $ | 303,593 | $ | | $ | 314,876 | $ | 1,318,392 | |||||||||||||||
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LIABILITIES |
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Current liabilities |
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Bank indebtedness |
$ | 123,039 | $ | | $ | 31,333 | (h) | $ | 34,134 | (o) | $ | 188,506 | ||||||||||||
Accounts payable and accrued liabilities |
133,038 | | 56,766 | (i) | (424 | ) | (g)(p) | 189,380 | ||||||||||||||||
Accounts payable |
| 47,080 | (47,080 | ) | (i) | | | |||||||||||||||||
Accrued compensation and benefits |
| 3,178 | (3,178 | ) | (i) | | | |||||||||||||||||
Accrued expenses |
| 6,508 | (6,508 | ) | (i) | | | |||||||||||||||||
Customer and other deposits |
4,001 | | | | 4,001 | |||||||||||||||||||
Income taxes payable |
2,708 | | | | 2,708 | |||||||||||||||||||
Other current liabilities |
2,229 | | | | 2,229 | |||||||||||||||||||
Current portion of long-term debt |
31,573 | 1,634 | 475 | (j) | (1,334 | ) | (q) | 32,348 | ||||||||||||||||
Current portion of capital lease obligations |
| 475 | (475 | ) | (j) | | | |||||||||||||||||
Current portion of long-term liabilities |
4,519 | | | | 4,519 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
301,107 | 58,875 | 31,333 | 32,376 | 423,691 | ||||||||||||||||||||
Line of credit |
| 31,333 | (31,333 | ) | (h) | | | |||||||||||||||||
Long-term debt |
3,275 | 131,770 | 4,665 | (j) | 198,230 | (r) | 337,940 | |||||||||||||||||
Capital lease obligations |
| 4,665 | (4,665 | ) | (j) | | | |||||||||||||||||
Long-term liabilities |
18,000 | | | | 18,000 | |||||||||||||||||||
Deferred income taxes |
13,822 | 25,214 | | 50,000 | (s) | 89,036 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
336,204 | 251,857 | | 280,606 | 868,667 | ||||||||||||||||||||
EQUITY |
||||||||||||||||||||||||
Shareholders equity |
||||||||||||||||||||||||
Common shares |
201,189 | 8 | | 95,212 | (t) | 296,409 | ||||||||||||||||||
Additional paid-in capital |
20,108 | 44,208 | | (44,208 | ) | (u) | 20,108 | |||||||||||||||||
Retained earnings |
136,592 | 6,010 | | (17,410 | ) | (v) | 125,192 | |||||||||||||||||
Accumulated other comprehensive loss |
(4,971 | ) | (676 | ) | | 676 | (w) | (4,971 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
352,918 | 49,550 | | 34,270 | 436,738 | ||||||||||||||||||||
Non-controlling interests |
10,801 | 2,186 | | | 12,987 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total equity |
363,719 | 51,736 | | 34,270 | 449,725 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | 699,923 | $ | 303,593 | $ | | $ | 314,876 | $ | 1,318,392 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
See the accompanying notes to the unaudited pro forma condensed combined financial statements, which are an integral part of these statements. The reclassification adjustments are explained in note 6. Reclassification Adjustments, and the pro forma adjustments are explained in note 7. Pro Forma Adjustments.
7
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. dollars)
1. | Description of Transaction |
On July 30, 2015, SunOpta entered into a Purchase and Sale Agreement (the PSA) to acquire all of the issued and outstanding common shares of Sunrise. Sunrise, through its subsidiaries, including Sunrise Growers, Inc., is engaged in the business of processing, marketing, distributing and selling conventional and organic frozen fruit. The transaction includes a cash purchase price of $287.2 million, subject to certain adjustments; the repayment of all outstanding obligations under Sunrises Credit Agreement dated March 19, 2013 (the Senior Credit Facility); and the assumption of certain indebtedness of Sunrise. Closing of the Sunrise Acquisition is expected to occur concurrently with the closing of the Notes Offering, and is subject to various closing conditions. The PSA provides SunOpta and Sunrise with customary termination rights.
SunOpta intends to finance the Sunrise Acquisition through a combination of new debt and equity financing in an aggregate amount of up to $430.0 million and borrowings under SunOptas existing North American credit facilities. The debt and equity financings are expected to occur on or prior to the closing of the Sunrise Acquisition. For purposes of these unaudited pro forma condensed combined financial statements, SunOpta has assumed aggregate gross proceeds of $330.0 million from the Notes Offering and $100.0 million from the Common Stock Offering, as well as approximately $65.5 million of borrowings under its North American credit facilities.
On July 30, 2015, SunOpta and its subsidiary SunOpta Foods Inc. entered into a commitment letter with certain financial institutions providing for committed bridge financing of up to $430.0 million (the Commitment) in support of the Sunrise Acquisition, consisting of up to $290.0 million (or up to $330.0 million if SunOpta consummates the Common Stock Offering for gross proceeds of $100.0 million) of second lien secured credit facilities of SunOpta Foods Inc. (the Opco Bridge) and up to $140.0 million of unsecured senior subordinated credit facilities of SunOpta Inc. (the Holdco Bridge and collectively with the Opco Bridge, the Bridge Facilities). The Commitment is subject to various conditions, including the consummation of the Sunrise Acquisition and other customary closing conditions. SunOpta anticipates that the Common Stock Offering will be consummated in lieu of any borrowings under the Holdco Bridge. To the extent that the Notes Offering yields gross proceeds of less than $330.0 million, SunOpta Foods Inc. expects to borrow the difference under the Opco Bridge.
Concurrent with the consummation of the Sunrise Acquisition, SunOpta will repay the aggregate amount of all outstanding obligations under Sunrises Senior Credit Facility. As of July 4, 2015, outstanding obligations under the Senior Credit Facility comprised $31.3 million borrowed under a revolving line of credit facility and $133.1 million borrowed under a term loan facility.
Immediately prior to the Sunrise Acquisition, each outstanding Sunrise employee stock option, unexpired and unexercised, will be cancelled and converted into the right to receive a cash payment equal to a per share amount, derived based on the purchase consideration transferred to effect the Sunrise Acquisition, over the exercise price per share.
2. | Basis of Presentation |
The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting, and was based on the historical financial statements of SunOpta and Sunrise. The acquisition method of accounting is based on the Financial Accounting Standards Boards Accounting Standards Codification (ASC) 805, Business Combinations, and uses the fair value concepts defined in ASC 820, Fair Value Measurements.
ASC 805 requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. ASC 820 defines the term fair value and sets forth the valuation requirements for any asset or liability measured at fair value and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in ASC 820 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. Many of these fair value measurements can be highly subjective and others, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.
8
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. dollars)
Under the acquisition method of accounting, the assets acquired and liabilities assumed of Sunrise will be recorded as of the completion of the Sunrise Acquisition, primarily at their respective fair values and added to those of SunOpta. The results of operations of Sunrise will be included in the financial statements of the combined company commencing as of the date of the completion of the Sunrise Acquisition.
Under ASC 805, acquisition-related transaction costs (i.e., advisory, legal, valuation, other professional fees) are not included as a component of consideration transferred but are accounted for as expenses in the periods in which the costs are incurred. Total acquisition-related transaction costs expected to be incurred by SunOpta are estimated to be approximately $8.5 million, of which $0.3 million had been incurred in the two quarters ended July 4, 2015. The remaining estimated transaction costs are not reflected in the unaudited pro forma condensed combined statements of operations as they do not have a continuing impact on the combined operating results. Instead such costs are reflected in the unaudited pro forma condensed combined balance sheet as a reduction to cash and cash equivalents and a decrease to retained earnings. The unaudited pro forma condensed combined financial statements do not reflect the cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the Sunrise Acquisition or the acquisition-related integration or restructuring charges expected to be incurred to achieve those synergies or enhancements.
3. | Accounting Policies |
Upon consummation of the Sunrise Acquisition, SunOpta will review Sunrises accounting policies in detail. As a result of that review, SunOpta may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on the consolidated financial statements of the combined company. At this time, SunOpta is not aware of any differences that would have a material impact on the unaudited pro forma condensed combined financial statements, other than the presentation differences described in note 6. The accounting policies used in the preparation of the unaudited pro forma condensed combined financial statements are consistent with those described in the unaudited interim consolidated financial statements of SunOpta for the two quarters ended July 4, 2015 and the audited consolidated financial statements of SunOpta for the year ended January 3, 2015.
4. | Estimate of Consideration Expected to be Transferred |
The following is a preliminary estimate of the purchase consideration expected to be transferred to effect the Sunrise Acquisition:
Cash purchase price before adjustments |
$ | 287,150 | ||
Adjusted for the following items pursuant to the PSA: |
||||
Estimated amount to be paid to holders of Sunrise stock options(1) |
(23,500 | ) | ||
Estimated acquisition-related transaction costs to be incurred by Sunrise(2) |
(22,000 | ) | ||
50% of estimated representations and warranties insurance policy premium(3) |
(800 | ) | ||
Estimated tax benefits related to Sunrises deductible stock option and acquisition-related transaction costs(4) |
15,000 | |||
|
|
|||
Adjusted cash purchase price |
255,850 | |||
Estimated repayment of Sunrises Senior Credit Facility(5) |
164,437 | |||
Estimated settlement of Sunrises vested stock options(6) |
23,500 | |||
|
|
|||
Total estimated purchase consideration |
$ | 443,787 |
(1) | Pursuant to the PSA, SunOpta is entitled to deduct from the cash purchase price the aggregate amount to be paid by SunOpta to the holders of Sunrise stock options at the closing of the Sunrise Acquisition. All outstanding stock options will vest upon the consummation of the Sunrise Acquisition, pursuant to the terms of Sunrises existing stock option agreements, and will be cancelled in exchange for a cash payment equal to a per share amount, derived based on the purchase consideration, over the exercise price per share. The aggregate amount expected to be paid by SunOpta to settle all the outstanding options is estimated to be approximately $23.5 million based on the estimated purchase consideration. The cash payment to settle the stock options may change based on the actual consideration transferred upon consummation of the Sunrise Acquisition. |
9
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. dollars)
(2) | Pursuant to the PSA, SunOpta is entitled to deduct from the cash purchase price the aggregate amount to be paid by SunOpta for acquisition-related transaction costs incurred by Sunrise in connection with the Sunrise Acquisition. The aggregate amount of these costs is estimated to be approximately $22.0 million. For purposes of these unaudited pro forma condensed combined financial statements, this amount has been recorded as an assumed liability by SunOpta as part of the acquisition accounting. |
(3) | Pursuant to the PSA, SunOpta is entitled to deduct from the cash purchase price 50% of the representations and warranties insurance policy premium to be paid by SunOpta, which is estimated to be approximately $1.6 million. For purposes of these unaudited pro forma condensed combined financial statements, the amount of the insurance premium has been included in acquisition-related transaction costs expected to be incurred by SunOpta. The representations and warranties insurance policy generally covers losses in excess of $6.8 million (up to a specified limit) to which SunOpta is contractually entitled in respect of a breach of the PSA during a policy period from July 30, 2015 until the date that is three years from the closing date of the Sunrise Acquisition. |
(4) | Pursuant to the PSA, SunOpta is obligated to pay an amount equal to the estimated tax benefits expected to be realized by Sunrise on the deduction for tax purposes of certain stock option and acquisition-related transaction costs. |
(5) | The estimated repayment of Sunrises Senior Credit Facility has been reflected as part of the purchase consideration as the debt is expected to be repaid concurrently with the consummation of the Sunrise Acquisition and, accordingly, will not be assumed by SunOpta as part of the Sunrise Acquisition. |
(6) | As all Sunrise stock options will vest upon consummation of the Sunrise Acquisition pursuant to the terms of Sunrises existing stock option agreements, the cash consideration expected to be paid to the option holders of approximately $23.5 million has been attributed to services prior to the Sunrise Acquisition and included as a component of the estimated purchase price in accordance with ASC 805. The cash consideration expected to be paid for stock options attributable to services prior to the Sunrise Acquisition is estimated to approximate the fair value of these options and, accordingly, no portion of the cash consideration expected to be paid to the option holders has been reflected as compensation expense for purposes of these unaudited pro forma condensed combined financial statements. |
The estimated purchase consideration reflected in these unaudited pro forma condensed combined financial statements does not purport to represent what the actual consideration transferred may be upon the consummation of the Sunrise Acquisition.
5. | Estimate of Assets to be Acquired and Liabilities to be Assumed |
Assuming an acquisition date of July 4, 2015, the table below presents preliminary fair value estimates of the assets to be acquired and the liabilities to be assumed by SunOpta as a result of the Sunrise Acquisition, reconciled to the estimate of total purchase consideration. SunOpta will conduct a detailed valuation of all assets acquired and liabilities assumed as of the acquisition date, at which point the fair value of the assets acquired and liabilities assumed may differ materially from those presented below.
Cash and cash equivalents |
$ | 289 | ||
Accounts receivable |
30,993 | |||
Inventories(1) |
142,868 | |||
Prepaid expenses and other current assets(2) |
1,918 | |||
Deferred income tax asset - current(3) |
11,868 | |||
Property, plant and equipment(4) |
48,372 | |||
Intangible assets(5) |
165,000 | |||
Other long-term assets(2) |
100 | |||
Bank indebtedness(6) |
| |||
Accounts payable and accrued liabilities(7) |
(78,766 | ) | ||
Current portion of long-term debt(6) |
(775 | ) | ||
Long-term debt(6) |
(4,665 | ) | ||
Deferred income tax liability - long-term(3) |
(75,214 | ) | ||
|
|
|||
Net identifiable assets acquired |
241,988 | |||
Goodwill(8) |
203,985 | |||
Non-controlling interest(9) |
(2,186 | ) | ||
|
|
|||
Total estimated purchase consideration |
$ | 443,787 |
10
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. dollars)
(1) | Includes a preliminary adjustment of $16.0 million to record Sunrises inventory at its estimated fair value. The assumptions as to the fair value of Sunrises inventory may change as SunOpta conducts, with the assistance of a third-party appraiser, a valuation of Sunrises inventory as of the consummation of the Sunrise Acquisition. The pro forma fair value adjustment to inventory is based on Sunrises inventory as of July 4, 2015, adjusted as follows: |
| Finished goods estimated at selling price less cost of sales, holding costs and a reasonable profit allowance; |
| Work in process estimated at selling price less cost of sales, outstanding production costs, holding costs and a reasonable profit allowance; and |
| Raw materials estimated at cost. |
(2) | Reflects the elimination of the deferred financing costs related to Sunrises Senior Credit Facility, as the facility is expected to be terminated concurrently with the consummation of the Sunrise Acquisition. |
(3) | Represents the estimated deferred income tax impact of the Sunrise Acquisition, based on an estimated combined U.S. federal and state statutory tax rate of 39.5%, multiplied by the estimated fair value adjustments for assets to be acquired, excluding goodwill. In addition, the net deferred income tax liability is reduced by the estimated tax benefits expected to be realized from the settlement of the Sunrise stock options and acquisition-related transaction costs. The pro forma adjustments to record the effect of deferred income taxes were computed as follows: |
Estimated fair value adjustment for inventory |
$ | 16,000 | ||
Estimated fair value adjustment for property, plant and equipment |
5,500 | |||
Estimated fair value adjustment for intangible assets |
121,971 | |||
|
|
|||
Total estimated fair value adjustments for assets to be acquired |
143,471 | |||
Deferred income taxes related to the estimated fair value adjustments for assets to be acquired at 39.5% tax rate: |
||||
Inventory |
(6,000 | ) | ||
Property, plant and equipment |
(2,000 | ) | ||
Intangible assets |
(48,000 | ) | ||
|
|
|||
(56,000 | ) | |||
Estimated tax benefits related to Sunrises deductible stock option and acquisition-related transaction costs |
15,000 | |||
Sunrises historical deferred income tax asset |
2,868 | |||
Sunrises historical deferred income tax liability |
(25,214 | ) | ||
|
|
|||
Estimated deferred income tax liability, net |
$ | (63,346 | ) | |
Consists of: |
||||
Deferred income tax asset - current |
$ | 11,868 | ||
Deferred income tax liability - long-term |
(75,214 | ) | ||
|
|
|||
Estimated deferred income tax liability, net |
$ | (63,346 | ) |
11
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. dollars)
(4) | Includes a preliminary adjustment of $5.5 million to record Sunrises property, plant and equipment at an estimated fair value. The preliminary fair value estimate has been derived based on market evidence for real property and recent appraisals completed for personal property, as well as a review of the assets remaining useful lives, current replacement costs and disposal costs. The assumptions as to the fair value of Sunrises property, plant and equipment may change as SunOpta conducts, with the assistance of a third-party appraiser, a valuation of the assets following the consummation of the Sunrise Acquisition. |
(5) | A preliminary fair value estimate of $165.0 million has been allocated to intangible assets acquired, primarily consisting of customer relationships. Amortization related to the fair value of the intangible assets, taken over an estimated weighted-average useful life of approximately 23 years, is reflected as pro forma adjustments to the unaudited pro forma condensed combined statements of operations. |
Key variables in determining the fair value of customer relationships are the estimated customer attrition rate and the percentage of revenue growth attributable to existing customers. Changes to either or both of these variables could have a significant impact on the customer relationships intangible assets values, and changes to the estimated customer attrition rate could have a significant impact on the estimated useful lives of these assets. The expected customer attrition rate assumed in the estimate of fair value for the customer relationships intangible assets was supported by an analysis of historical attrition of Sunrises customers and consideration of Sunrises amortization policy of previously acquired customer relationships, amortization policies adopted for acquired customer relationships by other companies in similar transactions, and the contractual terms between Sunrise and its customers. The percentage of revenue growth attributable to existing customers assumed in the estimate of fair value for the customer relationships intangible assets was supported by an analysis of Sunrises historical and forecasted revenue growth rates by customer. A decrease or increase of 1% in the projected customer attrition rate or a decrease or increase of 10% in the percentage of revenue growth attributable to existing customers may result in a fair value increase or decrease in the customer relationships intangible assets in the range of approximately $15 to $20 million. Such change would increase or decrease the related deferred tax liability by approximately $6 to $8 million, with a resulting decrease or increase to goodwill of approximately $9 to $12 million. The assumptions as to the fair value of Sunrises identifiable intangible assets (including assumptions regarding customer attrition and revenue growth attributable to existing customers), the composition of the assets and useful lives assigned to the assets may change as SunOpta completes, with the assistance of a third-party appraiser, the valuation activities in connection with the consummation of the Sunrise Acquisition.
(6) | Sunrises Senior Credit Facility is expected to be terminated concurrently with the consummation of the Sunrise Acquisition. Accordingly, borrowings under the line of credit facility of $31.3 million have been excluded from bank indebtedness, and borrowings under the term loan facility of $133.1 million have been excluded from long-term debt (including the current portion thereof). |
(7) | Includes estimated acquisition-related transaction costs expected to be incurred by Sunrise in connection with the acquisition of $22.0 million, of which no amount was expensed in the two quarters ended July 4, 2015. |
(8) | Goodwill is calculated as the difference between the preliminary estimate of the purchase consideration expected to be transferred to effect the Sunrise Acquisition and the preliminary values assigned to the assets to be acquired and liabilities to be assumed. Goodwill is not amortized. None of the goodwill is expected to be deductible for tax purposes. |
(9) | For purposes of these unaudited pro forma condensed combined financial statements, the carrying value of Sunrises non-controlling interest in Opus Foods, Mexico S.A. de C.V., its 75%-owned Mexican subsidiary, is assumed to approximate fair value based on Sunrises acquisition and appraisal of this subsidiary in December 2014. This assumption may change as SunOpta conducts, with the assistance of a third-party appraiser, a valuation of the net assets of the subsidiary following the consummation of the Sunrise Acquisition. |
6. | Reclassification Adjustments |
Certain reclassifications have been made to the historical financial statements of Sunrise to conform to the financial statement presentation adopted by SunOpta. Reclassification adjustments described below to Sunrises historical financial statement presentation are included in the column under the heading Reclassification Adjustments.
12
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. dollars)
(a) | Reclassification of selling expenses to selling, general and administrative expenses. |
(b) | Reclassification of general and administrative expenses of $13.9 million for the twelve months ended July 4, 2015, $14.8 million for the year ended January 3, 2015 and $7.2 million and $8.1 million for the two quarters ended July 4, 2015 and July 5, 2014, respectively, to selling, general and administrative expenses. |
(c) | Reclassification of general and administrative expenses of $6.0 million for the twelve months ended July 4, 2015, $6.2 million for the year ended January 3, 2015 and $3.0 million and $3.1 million for the two quarters ended July 4, 2015 and July 5, 2014, respectively, to intangible asset amortization expense. |
(d) | Reclassification of transaction and transition costs to other income/expense, net included in Earnings from continuing operation before the following. |
(e) | Reclassification of other income/expense to other income/expense, net included in Earnings from continuing operation before the following. |
(f) | Reclassification of grower loans to accounts receivable. |
(g) | Reclassification of loan origination costs to other assets (current and long-term). |
(h) | Reclassification of Sunrises line of credit to bank indebtedness. |
(i) | Reclassification of accounts payable, accrued compensation and benefits, and accrued expenses to accounts payable and accrued liabilities. |
(j) | Reclassification of capital lease obligations to long-term debt (including the current portion thereof). |
7. | Pro Forma Adjustments |
Pro forma adjustments described below are included in the column under the heading Pro Forma Adjustments.
(a) | To eliminate sales of raw material frozen fruit from Sunrise to SunOpta. |
(b) | To adjust depreciation expense relating to the property, plant and equipment fair value increment, as follows: |
Twelve |
Year Ended January 3, |
Two Quarters Ended | ||||||||||||||
July 4, 2015 | 2015 | July 4, 2015 | July 5, 2014 | |||||||||||||
Estimated depreciation expense for fair value increment: |
||||||||||||||||
Machinery and equipment (estimated to be $5,500 over an estimated useful life of 10 years) |
$ | 550 | $ | 550 | $ | 275 | $ | 275 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjustment |
$ | 550 | $ | 550 | $ | 275 | $ | 275 |
13
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. dollars)
(c) | To adjust amortization expense to eliminate Sunrises historical intangible asset amortization expense and to record the estimated amortization expense relating to the estimated fair value of Sunrises intangible assets, as follows: |
Twelve |
Year Ended January 3, |
Two Quarters Ended | ||||||||||||||
July 4, 2015 | 2015 | July 4, 2015 | July 5, 2014 | |||||||||||||
Eliminate Sunrises historical intangible asset amortization expense |
$ | (6,045 | ) | $ | (6,174 | ) | $ | (2,958 | ) | $ | (3,087 | ) | ||||
Estimated amortization expense of acquired intangible assets (estimated to be $165,000 over an estimated weighted-average useful life of 23 years) |
7,600 | 7,600 | 3,800 | 3,800 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjustment |
$ | 1,555 | $ | 1,426 | $ | 842 | $ | 713 |
(d) | To eliminate acquisition-related transaction costs related specifically to the Sunrise Acquisition that were incurred by SunOpta in the two quarters ended July 4, 2015, as these costs do not have a continuing impact on the combined companys financial results. |
(e) | To record the following interest-related adjustments: |
Twelve |
Year Ended January 3, |
Two Quarters Ended | ||||||||||||||
July 4, 2015 | 2015 | July 4, 2015 | July 5, 2014 | |||||||||||||
Eliminate interest expense recorded by Sunrise related to the Senior Credit Facility(1) |
$ | (8,164 | ) | $ | (7,075 | ) | $ | (4,179 | ) | $ | (3,090 | ) | ||||
Eliminate amortization of deferred financing costs by Sunrise related to the Senior Credit Facility(1) |
(1,070 | ) | (1,068 | ) | (535 | ) | (533 | ) | ||||||||
Estimated interest expense related to the Notes(2) |
26,400 | 26,400 | 13,200 | 13,200 | ||||||||||||
Estimated amortization of deferred financing fees incurred related to the Notes Offering(2) |
970 | 930 | 500 | 460 | ||||||||||||
Estimated interest expense related to estimated borrowings under SunOptas North American credit facilities in connection with the Sunrise Acquisition(3) |
1,300 | 1,300 | 650 | 650 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjustment |
$ | 19,436 | $ | 20,487 | $ | 9,636 | $ | 10,687 |
(1) | Interest expense, including the amortization of related deferred financing costs, under Sunrises Senior Credit Facility will be eliminated as this facility is expected be repaid by SunOpta upon consummation of the Sunrise Acquisition. |
(2) | For purposes of these unaudited pro forma condensed combined financial statements, the Notes are assumed to bear interest at a rate of 8.0% per annum. An estimated $8.5 million of financing costs are expected to be incurred by SunOpta in connection with the Notes Offering, which will be deferred and amortized over the estimated seven-year term of the Notes using the assumed effective interest method. Giving effect to the amortization of the deferred financing costs, the effective interest rate for the Notes is estimated to be approximately 8.5% per annum. The estimated annual interest expense related to the Notes would increase or decrease by approximately $0.4 million for each 0.125% change in the estimated interest rate. |
(3) | The estimated interest rate on incremental borrowings under SunOptas North American credit facilities is approximately 2.0% per annum. |
(f) | To record an estimate of the income tax impacts of the foregoing pro forma adjustments on earnings from continuing operations before income taxes. An estimated combined U.S. federal and state statutory tax rate of 39.5% has been used. The effective tax rate of the combined company could be significantly different from the tax rate assumed for purposes of preparing these unaudited pro forma condensed combined financial statements for a variety of reasons, including available tax credits and deductions. SunOpta and Sunrise have assumed that their remaining net deferred tax assets presented in the unaudited pro forma condensed combined balance sheet as of July 4, 2015 will be utilized based on reversing temporary differences, expected future income and, if necessary, available tax planning strategies. |
(g) | To eliminate accounts receivable/accounts payable balances between SunOpta and Sunrise as of July 4, 2015. |
(h) | To adjust inventory as of July 5, 2014 to an estimate of fair value. The combined companys cost of goods sold will reflect the increased valuation of Sunrises inventory as the inventory acquired in the Sunrise Acquisition is sold, which |
14
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. dollars)
is expected to occur within the first year post-acquisition. Because there is no continuing impact of the acquired inventory adjustment on the combined operating results, it is not included in the unaudited pro forma condensed combined consolidated statements of operations. |
(i) | To adjust prepaid expenses and other current assets to eliminate deferred financing costs related to Sunrises Senior Credit Facility. |
(j) | To adjust the deferred income tax asset balance to reflect the impact of the Sunrise Acquisition, as follows: |
Estimated tax benefits related to Sunrises deductible stock option and acquisition-related transaction costs |
$ | 15,000 | ||
Estimated deferred income taxes related to equity and bridge financing costs and acquisition-related transaction costs expected to be incurred by SunOpta |
5,000 | |||
Estimated deferred income taxes related to the adjustment to record inventory at estimated fair value |
(6,000 | ) | ||
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Adjustment |
$ | 14,000 |
(k) | To adjust property, plant and equipment to an estimate of fair value, as follows: |
Eliminate Sunrises historical property, plant and equipment |
$ | (42,872 | ) | |
Estimated fair value of property, plant and equipment acquired |
48,372 | |||
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Adjustment |
$ | 5,500 |
(l) | To adjust goodwill to an estimate of goodwill following the Sunrise Acquisition, as follows: |
Eliminate Sunrises historical goodwill |
$ | (50,907 | ) | |
Estimated goodwill following the Sunrise Acquisition |
203,985 | |||
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Adjustment |
$ | 153,078 |
(m) | To adjust intangible assets to an estimate of fair value, as follows: |
Eliminate Sunrises historical intangible assets |
$ | (43,029 | ) | |
Estimated fair value of intangible assets acquired |
165,000 | |||
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Adjustment |
$ | 121,971 |
(n) | To adjust other long-term assets, as follows: |
Eliminate deferred financing costs related to Sunrises Senior Credit Facility |
$ | (2,679 | ) | |
Estimated deferred financing costs related to the Notes Offering |
8,500 | |||
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Adjustment |
$ | 5,821 |
(o) | To record the repayment of outstanding amounts under the revolving line of credit facility under Sunrises Senior Credit Facility and to record estimated borrowings under SunOptas North American credit facilities in connection with the Sunrise Acquisition, as follows: |
Repayment of revolving line of credit facility under Sunrises Senior Credit Facility |
$ | (31,333 | ) | |
Estimated borrowings under SunOptas North American credit facilities |
65,467 | |||
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Adjustment |
$ | 34,134 |
15
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. dollars)
(p) | To record estimated acquisition-related transaction costs to be incurred by Sunrise and cash settlement of those costs by SunOpta in connection with the Sunrise Acquisition, as follows: |
Estimated acquisition-related transaction costs to be incurred by Sunrise |
$ | 22,000 | ||
Estimated cash settlement of Sunrises acquisition-related transaction costs |
(22,000 | ) | ||
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Adjustment |
$ | |
(q) | To record the repayment of the current portion of the term loan facility under Sunrises Senior Credit Facility. |
(r) | To record the repayment of the long-term portion of the term loan facility under Sunrises Senior Credit Facility and to record the estimated gross proceeds from the Notes Offering, as follows: |
Repayment of term loan facility under Sunrises Senior Credit Facility |
$ | (131,770 | ) | |
Estimated gross proceeds from the Notes Offering |
330,000 | |||
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Adjustment |
$ | 198,230 |
(s) | To adjust the deferred income tax liability balance to reflect the impact of the Sunrise Acquisition, as follows: |
Estimated deferred income taxes related to the estimated fair value adjustment for property, plant and equipment to be acquired |
$ | 2,000 | ||
Estimated deferred income taxes related to the estimated fair value adjustment for intangible assets to be acquired |
48,000 | |||
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Adjustment |
$ | 50,000 |
(t) | To eliminate Sunrises common stock, at par value, and to record the estimated gross proceeds from the Common Stock Offering, net of estimated equity issuance costs, as follows: |
Eliminate Sunrises common stock |
$ | (8 | ) | |
Estimated gross proceeds from the Common Stock Offering |
100,020 | |||
Estimated equity issuance costs related to the Common Stock Offering, net of tax of $1,200 |
(4,800 | ) | ||
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Adjustment |
$ | 95,212 |
(u) | To eliminate Sunrises historical additional paid-in capital. |
(v) | To eliminate Sunrises historical retained earnings and to record the estimated deferred financing costs related to the Bridge Facilities and acquisition-related transaction costs expected to be incurred by SunOpta, as follows: |
Eliminate Sunrises historical retained earnings |
$ | (6,010 | ) | |
Estimated deferred financing costs related to the Bridge Facilities, net of tax of $2,000(1) |
(5,000 | ) | ||
Estimated acquisition-related transaction costs to be incurred by SunOpta, net of tax of $1,800(2) |
(6,400 | ) | ||
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Adjustment |
$ | (17,410 | ) |
(1) | Financing costs incurred in connection with the Bridge Facilities will be deferred and amortized over the estimated term of the bridge financing. For purposes of these unaudited pro forma condensed combined financial statements, the term of the Bridge Facilities is assumed to expire with the consummation of the Common Stock Offering and Notes Offering. Because the financing costs incurred in connection with the Bridge Facilities are not expected to have a continuing impact on the combined companys results, the amount was recorded as a decrease to retained earnings. |
(2) | Total acquisition-related transaction costs to be incurred by SunOpta are estimated to be approximately $8.5 million, of which $0.3 million was incurred and expensed in the two quarters ended July 4, 2015. Because the acquisition-related transaction costs are not expected to have a continuing impact on the combined companys results, the amount was recorded as a decrease to retained earnings. |
16
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
(Tabular dollar amounts expressed in thousands of U.S. dollars)
(w) | To eliminate Sunrises historical accumulated other comprehensive loss. |
(x) | To record the cash impact of foregoing pro forma adjustments: |
Estimated gross proceeds from the Notes Offering |
$ | 330,000 | ||
Estimated gross proceeds from the Common Stock Offering |
100,020 | |||
Estimated borrowings under SunOptas North American credit facilities |
65,467 | |||
Total estimated purchase consideration to acquire Sunrise (see note 4) |
(443,787 | ) | ||
Estimated deferred financing costs related to the Notes Offering |
(8,500 | ) | ||
Estimated equity issuance costs related to the Common Stock Offering |
(6,000 | ) | ||
Estimated deferred financing costs related to the Bridge Facilities |
(7,000 | ) | ||
Estimated acquisition-related transaction costs to be incurred by SunOpta |
(8,200 | ) | ||
Estimated cash settlement of Sunrises acquisition-related transaction costs |
(22,000 | ) | ||
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Adjustment |
$ | |
8. | Results of Discontinued Operations |
Pro forma combined earnings from continuing operations attributable to controlling interests presented in the unaudited pro forma condensed combined statements of operations exclude the results of discontinued operations included in SunOptas historical financial statements for the year ended January 3, 2015 and the two quarters ended July 4, 2015 and July 5, 2014. The following table presents a reconciliation of pro forma combined earnings from continuing operations attributable to controlling interests to pro forma combined earnings attributable to controlling interests including the results of discontinued operations as reported in SunOptas historical financial statements for the periods presented.
Twelve Months Ended July 4, 2015 |
Year Ended January 3, 2015 |
Two Quarters Ended | ||||||||||||||
July 4, 2015 | July 5, 2014 | |||||||||||||||
Pro forma combined earnings (loss) from continuing operations attributable to controlling interests |
$ | (4,498 | ) | $ | 7,417 | $ | 2,289 | $ | 14,204 | |||||||
Earnings (loss) from discontinued operations, net of income taxes |
1,556 | 1,754 | (134 | ) | 64 | |||||||||||
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Pro forma combined earnings (loss) attributable to controlling interests |
$ | (2,942 | ) | $ | 9,171 | $ | 2,155 | $ | 14,268 |
17
Summary Historical and Pro Forma Financial Data of SunOpta
The following table shows summary historical and pro forma consolidated financial and operating data for SunOpta for the periods and as of the dates presented. The following table should be read together with, and is qualified in its entirety by reference to, the historical consolidated financial statements and the accompanying notes incorporated herein by reference. The table should also be read together with Managements Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended January 3, 2015 and our Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2015.
The summary historical consolidated financial information as of January 3, 2015 and December 28, 2013 and for each of the three years ended January 3, 2015 has been derived from, and should be read together with, the our audited historical consolidated financial statements and the accompanying notes. The summary historical consolidated financial information as of July 4, 2015 and for each of the two quarters ended July 4, 2015 and July 5, 2014 has been derived from, and should be read together with, the our unaudited historical consolidated financial statements and the accompanying notes.
The summary unaudited pro forma condensed combined financial information as of and for the two quarters ended July 4, 2015 and for the two quarters ended July 5, 2014 and the year ended January 3, 2015 have been derived by giving pro forma effect to the consummation of the Transactions as if they had occurred on December 29, 2013, in the case of the statement of operations data, and on July 4, 2015, in the case of the balance sheet data. The unaudited pro forma condensed combined statement of operations for the twelve months ended July 4, 2015 has been derived from the unaudited pro forma condensed combined statements of operations for the year ended January 3, 2015 and for the two quarters ended July 4, 2015 and July 5, 2014. The pro forma statement of operations data for the twelve months ended July 4, 2015 has been calculated by subtracting the data for the two quarters ended July 5, 2014 from the data for the year ended January 3, 2015 and adding the data for the two quarters ended July 4, 2015.
18
The unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and is not necessarily indicative of our financial position or our results of operations had the Transactions actually occurred on the given date, nor is such unaudited pro forma condensed combined financial information necessarily indicative of the operating results to be expected for any future period. A number of factors may affect our results.
(in thousands of U.S. dollars) |
Pro Forma Twelve Months Ended July 4, 2015 |
Pro Forma Two |
Two Quarters Ended |
Pro Forma Year Ended January 3, 2015 |
Year Ended |
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July 4, 2015 |
July 5, 2014 |
July 4, 2015 |
July 5, 2014 |
January 3, 2015 |
December 28, 2013 |
December 29, 2012 |
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Consolidated Statements of Operations Data: |
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Revenues |
$ | 1,476,156 | $ | 754,896 | $ | 775,363 | $ | 610,674 | $ | 649,954 | $ | 1,496,623 | $ | 1,242,600 | $ | 1,140,095 | $ | 1,043,543 | ||||||||||||||||||
SunOpta Foods(1) |
1,346,958 | 695,765 | 705,575 | 551,543 | 580,166 | 1,356,768 | 1,102,745 | 998,660 | 916,892 | |||||||||||||||||||||||||||
Opta Minerals |
129,198 | 59,131 | 69,788 | 59,131 | 69,788 | 139,855 | 139,855 | 141,435 | 126,651 | |||||||||||||||||||||||||||
Cost of goods sold |
1,304,406 | 668,645 | 674,468 | 544,072 | 570,914 | 1,310,229 | 1,099,306 | 1,014,493 | 918,940 | |||||||||||||||||||||||||||
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Gross profit |
$ | 171,750 | $ | 86,251 | $ | 100,895 | $ | 66,602 | $ | 79,040 | $ | 186,394 | $ | 143,294 | $ | 125,602 | $ | 124,603 | ||||||||||||||||||
Selling, general and administrative expenses |
110,446 | 55,216 | 57,887 | 46,126 | 47,876 | 113,117 | 94,609 | 84,762 | 77,708 | |||||||||||||||||||||||||||
Intangible asset amortization |
11,969 | 6,126 | 6,011 | 2,326 | 2,211 | 11,854 | 4,254 | 4,709 | 4,900 | |||||||||||||||||||||||||||
Other expense (income), net |
6,171 | 2,420 | (4,948 | ) | 2,132 | (1,004 | ) | (1,197 | ) | 2,494 | 6,577 | 1,946 | ||||||||||||||||||||||||
Goodwill impairment |
10,975 | | | | | 10,975 | 10,975 | 3,552 | | |||||||||||||||||||||||||||
Foreign exchange (gain) loss |
(2,001 | ) | (1,001 | ) | 223 | (1,001 | ) | 223 | (777 | ) | (777 | ) | (1,606 | ) | (1,047 | ) | ||||||||||||||||||||
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Earnings from continuing operations before the following |
$ | 34,190 | $ | 23,490 | $ | 41,722 | $ | 17,019 | $ | 29,734 | $ | 52,422 | $ | 31,739 | $ | 27,608 | $ | 41,096 | ||||||||||||||||||
Interest expense, net |
37,506 | 19,620 | 18,760 | 4,916 | 4,158 | 36,646 | 7,764 | 7,860 | 9,333 | |||||||||||||||||||||||||||
Impairment loss on investment |
8,441 | | | | | 8,441 | 8,441 | 21,495 | | |||||||||||||||||||||||||||
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(Loss) earnings from continuing operations before income taxes |
$ | (11,757 | ) | $ | 3,870 | $ | 22,962 | $ | 12,103 | $ | 25,576 | $ | 7,335 | $ | 15,534 | $ | (1,747 | ) | $ | 31,763 | ||||||||||||||||
(Recovery of) provision for income taxes |
(770 | ) | 3,037 | 8,489 | 6,380 | 10,023 | 4,682 | 8,903 | 7,439 | 9,498 | ||||||||||||||||||||||||||
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(Loss) earnings from continuing operations |
$ | (10,987 | ) | $ | 833 | $ | 14,473 | $ | 5,723 | $ | 15,553 | $ | 2,653 | $ | 6,631 | $ | (9,186 | ) | $ | 22,265 | ||||||||||||||||
Loss (earnings) attributable to non-controlling interests |
$ | 6,489 | $ | 1,456 | (269 | ) | $ | 1,694 | $ | (269 | ) | $ | 4,764 | $ | 4,716 | $ | 490 | $ | (1,543 | ) | ||||||||||||||||
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(Loss) earnings from continuing operations attributable to SunOpta Inc. |
$ | (4,498 | ) | $ | 2,289 | $ | 14,204 | $ | 7,417 | $ | 15,284 | $ | 7,417 | $ | 11,347 | $ | (8,696 | ) | $ | 20,722 | ||||||||||||||||
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Consolidated Statements of Cash Flows Data: |
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Net cash flows (used in) provided by operating activitiescontinuing operations |
$ | (16,630 | ) | $ | 20,848 | $ | 25,017 | $ | 32,580 | $ | 29,446 | |||||||||||||||||||||||||
Net cash flows (used in) provided by operating activitiesdiscontinued operations |
(134 | ) | (262 | ) | (202 | ) | (2,528 | ) | 1,531 | |||||||||||||||||||||||||||
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$ | (16,764 | ) | $ | 20,586 | $ | 24,815 | $ | 30,052 | $ | 30,977 | ||||||||||||||||||||||||||
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19
(in thousands of U.S. dollars, except ratios) |
Pro Forma Twelve Months Ended July 4, 2015 |
Pro Forma Two |
Two Quarters Ended |
Pro Forma Year Ended January 3, 2015 |
Year Ended |
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July 4, 2015 |
July 5, 2014 |
July 4, 2015 |
July 5, 2014 |
January 3, 2015 |
December 28, 2013 |
December 29, 2012 |
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Consolidated Statement of Cash Flows Data (continued): |
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Net cash flows used in investing activitiescontinuing operations |
$ | (28,695 | ) | $ | (8,305 | ) | $ | (14,970 | ) | $ | (30,920 | ) | $ | (60,292 | ) | |||||||||||||||||||||
Net cash flows provided by (used in) investing activitiesdiscontinued operations |
| 262 | 37,058 | (2,081 | ) | 10,545 | ||||||||||||||||||||||||||||||
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$ | (28,695 | ) | $ | (8,043 | ) | $ | 22,088 | $ | (33,001 | ) | $ | (49,747 | ) | |||||||||||||||||||||||
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Net cash flows provided by (used in) financing activitiescontinuing operations |
$ | 39,880 | $ | (14,343 | ) | $ | (45,661 | ) | $ | 4,495 | $ | 23,167 | ||||||||||||||||||||||||
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Balance Sheet Data (as of period end): |
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Cash and cash equivalents |
$ | 4,675 | $ | 4,386 | $ | 9,938 | $ | 8,537 | ||||||||||||||||||||||||||||
Total assets |
$ | 1,318,392 | $ | 699,923 | $ | 640,950 | $ | 705,935 | ||||||||||||||||||||||||||||
Total debt(2) |
$ | 558,794 | $ | 157,887 | $ | 131,265 | $ | 190,861 | ||||||||||||||||||||||||||||
Non-controlling interests |
$ | 12,987 | $ | 10,801 | $ | 12,639 | $ | 17,308 | ||||||||||||||||||||||||||||
Total equity |
$ | 449,725 | $ | 363,719 | $ | 353,328 | $ | 342,612 | ||||||||||||||||||||||||||||
Other Financial Data: |
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SunOpta Foods Adjusted EBITDA(3) |
$ | 84,763 | $ | 42,968 | $ | 52,441 | $ | 29,295 | $ | 35,453 | $ | 94,236 | $ | 61,244 | $ | 48,049 | $ | 47,895 | ||||||||||||||||||
SunOpta Foods Run-Rate Adjusted EBITDA(3) |
$ | 111,857 | ||||||||||||||||||||||||||||||||||
SunOpta Foods total debt(4) |
$ | 513,620 | ||||||||||||||||||||||||||||||||||
Ratio of SunOpta Foods first lien debt/ SunOpta Foods Run-Rate Adjusted EBITDA(3)(4) |
1.6x | |||||||||||||||||||||||||||||||||||
Ratio of SunOpta Foods total debt/ SunOpta Foods Run-Rate Adjusted EBITDA(3)(4) |
4.6x | |||||||||||||||||||||||||||||||||||
Ratio of SunOpta Foods Run-Rate Adjusted EBITDA/SunOpta Foods
interest |
3.4x |
(1) | We reported revenue for SunOpta Foods in the year ended January 3, 2015 of $1,102.7 million compared to $998.7 million in the year ended December 28, 2013, resulting in an increase of $104.0 million, or 10.4%. Changes in foreign exchange rates caused a decline in fiscal 2014 revenue of approximately $0.2 million. Lower commodity-related pricing caused a decline in fiscal 2014 revenue of approximately $28.1 million. An additional week of sales in fiscal 2014 led to an increase in fiscal 2014 revenue of approximately $21.3 million. Product rationalizations and other changes caused a decrease in fiscal 2014 revenue of approximately $6.3 million. Excluding the impact of these items affecting revenue from the fiscal period indicated, revenue grew 11.8% in fiscal 2014 compared to fiscal 2013. |
We reported revenue for SunOpta Foods in the two quarters ended July 4, 2015 of $551.5 million compared to $580.2 million in the two quarters ended July 5, 2014, a decrease of $28.7 million, or 4.9%. Changes in foreign exchange rates caused a decline in first half fiscal 2015 revenue of approximately $18.8 million. Lower commodity-related pricing caused a decline in first half fiscal 2015 revenue of approximately $5.1 million. An additional week of sales in fiscal 2014 led to an increase in revenue in the first half of 2014 of
20
approximately $21.3 million. Product rationalizations and other changes caused a decrease in first half fiscal 2015 revenue of approximately $2.2 million. Excluding the impact of these items affecting revenue from the fiscal period indicated, revenue grew 3.2% in the first half of fiscal 2015 compared to the first half of fiscal 2014.
(2) | Total debt as of July 4, 2015 (both pro forma and historical), January 3, 2015 and December 28, 2013, includes $44.7 million, $47.6 million and $57.8 million, respectively, of borrowings outstanding under the Opta Minerals credit facilities. The Opta Minerals credit facilities are specific to the operations of Opta Minerals and are without recourse to SunOpta Inc. and its subsidiaries (excluding Opta Minerals). Total debt also includes lease obligations specific to the operations of Opta Minerals. Under the Indenture, our subsidiaries that make up Opta Minerals will be unrestricted subsidiaries. |
Our management believes that presenting revenue growth in this manner assists investors in comparing our revenue growth across reporting periods on a consistent basis by excluding items that are not indicative of our core performance.
(3) | See Non-GAAP Financial Measures below. |
(4) | SunOpta Foods total debt and first lien debt excludes $44.7 million of borrowings outstanding under the Opta Minerals credit facilities as of July 4, 2015. SunOpta Foods interest expense excludes $4.9 million of interest expense incurred on borrowings outstanding under the Opta Minerals credit facilities over the twelve months ended July 4, 2015. The Opta Minerals credit facilities are specific to the operations of Opta Minerals and are without recourse to SunOpta Inc. and its subsidiaries (excluding Opta Minerals). SunOpta Foods total debt also excludes $0.4 million of lease obligations specific to the operations of Opta Minerals. Under the Indenture, our subsidiaries that make up Opta Minerals will be unrestricted subsidiaries. |
Non-GAAP Financial Measures
Our management uses a variety of financial and operating measures to analyze operating segment performance. To supplement our financial information presented in accordance with U.S. GAAP, our management uses additional measures that are known as non-GAAP financial measures in its evaluation of past performance and prospects for the future. These non-GAAP financial measures include segment operating income, EBITDA, Adjusted EBITDA, SunOpta Foods EBITDA, SunOpta Foods Adjusted EBITDA, SunOpta Foods Run-Rate Adjusted EBITDA and adjusted earnings, and we believe they are important measures in assessing our operating results and profitability.
We believe that these non-GAAP financial measures assist investors in comparing our financial performance across reporting periods on a consistent basis by excluding items that are not indicative of our core operating performance. However, these non-GAAP financial measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with U.S. GAAP. Because not all companies use identical calculations, our presentation of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies, limiting its usefulness as a comparative measure.
21
EBITDA and Adjusted EBITDA
When reviewing the results of our operating segments, our management reviews segment operating income, EBITDA and Adjusted EBITDA to assess performance and allocate resources. Segment operating income excludes other income/expense items and goodwill impairment losses. In addition, interest expense, impairment loss on investment and provisions for income taxes are not allocated to the operating segments. We define segment operating income as earnings (loss) from continuing operations before the following, excluding the impact of other income/expense items and goodwill impairments. We define EBITDA as segment operating income plus depreciation and amortization and Adjusted EBITDA as EBITDA plus non-cash stock compensation expense. The following is a tabular presentation of segment operating income, EBITDA and Adjusted EBITDA, including a reconciliation to earnings (loss) from continuing operations, which we believe to be the most directly comparable U.S. GAAP financial measure:
(in thousands of U.S. dollars) |
Pro Forma Twelve Months Ended July 4, 2015 |
Pro Forma Two |
Two Quarters Ended |
Pro Forma Year Ended January 3, 2015 |
Year Ended |
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July 4, 2015 |
July 5, 2014 |
July 4, 2015 |
July 5, 2014 |
January 3, 2015 |
December 28, 2013 |
December 29, 2012 |
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(Loss) earnings from continuing operations |
$ | (10,987 | ) | $ | 833 | $ | 14,473 | $ | 5,723 | $ | 15,553 | $ | 2,653 | $ | 6,631 | $ | (9,186 | ) | $ | 22,265 | ||||||||||||||||
(Recovery of) provision for income taxes |
(770 | ) | 3,037 | 8,489 | 6,380 | 10,023 | 4,682 | 8,903 | 7,439 | 9,498 | ||||||||||||||||||||||||||
Impairment loss on investment |
8,441 | | | | | 8,441 | 8,441 | 21,495 | | |||||||||||||||||||||||||||
Interest expense, net |
37,506 | 19,620 | 18,760 | 4,916 | 4,158 | 36,646 | 7,764 | 7,860 | 9,333 | |||||||||||||||||||||||||||
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Earnings (loss) from continuing operations before the following |
$ | 34,190 | $ | 23,490 | $ | 41,722 | $ | 17,019 | $ | 29,734 | $ | 52,422 | $ | 31,739 | $ | 27,608 | $ | 41,096 | ||||||||||||||||||
Other expense (income), net |
6,171 | 2,420 | (4,948 | ) | 2,132 | (1,004 | ) | (1,197 | ) | 2,494 | 6,577 | 1,946 | ||||||||||||||||||||||||
Goodwill impairment |
10,975 | | | | | 10,975 | 10,975 | 3,552 | | |||||||||||||||||||||||||||
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Total segment operating income |
$ | 51,336 | $ | 25,910 | $ | 36,774 | $ | 19,151 | $ | 28,730 | $ | 62,200 | $ | 45,208 | $ | 37,737 | $ | 43,042 | ||||||||||||||||||
Depreciation and amortization |
33,497 | 17,006 | 16,744 | 10,962 | 10,858 | 33,235 | 21,850 | 20,530 | 18,393 | |||||||||||||||||||||||||||
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EBITDA |
$ | 84,833 | $ | 42,916 | $ | 53,518 | $ | 30,113 | $ | 39,588 | $ | 95,435 | $ | 67,058 | $ | 58,267 | $ | 61,435 | ||||||||||||||||||
Stock compensation expense |
5,577 | 2,631 | 2,147 | 2,239 | 1,805 | 5,093 | 4,401 | 3,255 | 2,753 | |||||||||||||||||||||||||||
Additional Sunrise Adjusted EBITDA items(1) |
1,685 | 478 | 2,716 | | | 3,923 | | | | |||||||||||||||||||||||||||
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Adjusted EBITDA |
$ | 92,095 | $ | 46,025 | $ | 58,381 | $ | 32,352 | $ | 41,393 | $ | 104,451 | $ | 71,459 | $ | 61,522 | $ | 64,188 | ||||||||||||||||||
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(1) | Represents (a) an adjustment to add back the increase in Sunrises costs associated with acquired inventory recorded at fair value in connection with the application of purchase accounting in prior acquisitions, (b) an accrual for settlement of a legal matter, (c) sponsor management fees paid by Sunrise to its current owner and (d) certain consulting and professional fees. Following the Sunrise Acquisition, we expect that any future expenses of the type specified in (b) through (d) would be recorded in other expense (income), net in our consolidated statements of operations. |
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SunOpta Foods EBITDA, SunOpta Foods Adjusted EBITDA and SunOpta Foods Run-Rate Adjusted EBITDA
When reviewing the operating results of our core SunOpta Foods business excluding results from our non-core Opta Minerals business, management uses SunOpta Foods EBITDA and SunOpta Foods Adjusted EBITDA. SunOpta Foods EBITDA, SunOpta Foods Adjusted EBITDA and SunOpta Foods Run-Rate Adjusted EBITDA are presented solely to allow investors to more fully understand how we assess the financial performance of our SunOpta Foods business. We are also presenting SunOpta Foods Run-Rate Adjusted EBITDA because it will be used in certain covenants in the Indenture. SunOpta Foods EBITDA, SunOpta Foods Adjusted EBITDA and SunOpta Foods Run-Rate Adjusted EBITDA are not, and should not be viewed as, substitutes for earnings prepared under U.S. GAAP.
We define SunOpta Foods EBITDA as EBITDA less EBITDA from Opta Minerals (calculated in accordance with our definition of EBITDA), SunOpta Foods Adjusted EBITDA as Adjusted EBITDA less Adjusted EBITDA from Opta Minerals (calculated in accordance with our definition of Adjusted EBITDA) and SunOpta Foods Run-Rate Adjusted EBITDA as SunOpta Foods Adjusted EBITDA plus certain facilities start-up and retrofitting costs, the annualized effect of the Citrusource and Opus Foods, Mexico S.A. de C.V. (Opus) acquisitions and new contracts, as well as the effect of contract price increases, and synergies we expect to realize within twelve months of the closing of the Sunrise Acquisition. The following is a tabular reconciliation of SunOpta Foods EBITDA, SunOpta Foods Adjusted EBITDA and SunOpta Foods Run-Rate Adjusted EBITDA to EBITDA, Adjusted EBITDA and SunOpta Foods Adjusted EBITDA, respectively, for each of which we have provided a reconciliation to earnings (loss) from continuing operations above:
(in thousands of U.S. dollars) |
Pro Forma Twelve Months Ended July 4, 2015 |
Pro Forma Two |
Two Quarters Ended |
Pro Forma Year Ended January 3, 2015 |
Year Ended |
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July 4, 2015 |
July 5, 2014 |
July 4, 2015 |
July 5, 2014 |
January 3, 2015 |
December 28, 2013 |
December 29, 2012 |
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EBITDA |
$ | 84,833 | $ | 42,916 | $ | 53,518 | $ | 30,113 | $ | 39,588 | $ | 95,435 | $ | 67,058 | $ | 58,267 | $ | 61,435 | ||||||||||||||||||
Opta Minerals EBITDA(1) |
6,876 | 2,845 | 5,689 | 2,845 | 5,689 | 9,720 | 9,720 | 12,988 | 15,793 | |||||||||||||||||||||||||||
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SunOpta Foods EBITDA |
$ | 77,957 | $ | 40,071 | $ | 47,829 | $ | 27,268 | $ | 33,899 | $ | 85,715 | $ | 57,338 | $ | 45,279 | $ | 45,642 | ||||||||||||||||||
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Adjusted EBITDA |
$ | 92,095 | $ | 46,025 | $ | 58,381 | $ | 32,352 | $ | 41,393 | $ | 104,451 | $ | 71,459 | $ | 61,522 | $ | 64,188 | ||||||||||||||||||
Opta Minerals Adjusted EBITDA(1) |
7,332 | 3,057 | 5,940 | 3,057 | 5,940 | 10,215 | 10,215 | 13,473 | 16,293 | |||||||||||||||||||||||||||
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SunOpta Foods Adjusted EBITDA |
$ | 84,763 | $ | 42,968 | $ | 52,441 | $ | 29,295 | $ | 35,453 | $ | 94,236 | $ | 61,244 | $ | 48,049 | $ | 47,895 | ||||||||||||||||||
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Additional run rate adjustments: |
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Facilities start-up and retrofitting costs(2) |
7,604 | |||||||||||||||||||||||||||||||||||
Annualized effect of Citrusource and Opus acquisitions(3) |
5,081 | |||||||||||||||||||||||||||||||||||
Annualized effect of committed minimum food service contract(4) |
3,306 | |||||||||||||||||||||||||||||||||||
New business and contract price increases(5) |
4,103 | |||||||||||||||||||||||||||||||||||
Synergies projected to be realized within twelve months(6) |
7,000 | |||||||||||||||||||||||||||||||||||
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SunOpta Foods Run-Rate Adjusted EBITDA |
$ | 111,857 | ||||||||||||||||||||||||||||||||||
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(1) | We define Opta Minerals Adjusted EBITDA as Opta Minerals EBITDA plus non-cash stock compensation expense. We define Opta Minerals EBITDA as Opta Minerals segment operating income plus depreciation and amortization. We define Opta Minerals segment operating income (as used in the table below) as earnings (loss) from continuing operations before the following of Opta Minerals plus other income/expense items and goodwill impairments. In addition, Opta Minerals segment operating income excludes provision for income taxes and interest expense and income amounts. The following is a tabular presentation of Opta Minerals segment operating income, Opta Minerals EBITDA and Opta Minerals Adjusted EBITDA, including a reconciliation to earnings (loss) from continuing operations of Opta Minerals, which we believe to be the most directly comparable U.S. GAAP financial measure: |
(in thousands of U.S. dollars) |
Pro Forma Twelve Months Ended July 4, 2015 |
Pro Forma Two |
Two Quarters Ended |
Pro Forma Year Ended January 3, 2015 |
Year Ended |
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July 4, 2015 |
July 5, 2014 |
July 4, 2015 |
July 5, 2014 |
January 3, 2015 |
December 28, 2013 |
December 29, 2012 |
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(Loss) earnings from continuing operations |
$ | (17,916 | ) | $ | (5,005 | ) | $ | 99 | $ | (5,005 | ) | $ | 99 | $ | (12,812 | ) | $ | (12,812 | ) | $ | (603 | ) | $ | 5,457 | ||||||||||||
(Recovery of) provision for income taxes |
(2,574 | ) | 974 | 402 | 974 | 402 | (3,146 | ) | (3,146 | ) | (984 | ) | 417 | |||||||||||||||||||||||
Interest expense, net |
4,855 | 2,848 | 1,814 | 2,848 | 1,814 | 3,821 | 3,821 | 3,644 | 3,013 | |||||||||||||||||||||||||||
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Earnings (loss) from continuing operations before the following |
$ | (15,635 | ) | $ | (1,183 | ) | $ | 2,315 | $ | (1,183 | ) | $ | 2,315 | $ | (12,137 | ) | $ | (12,137 | ) | $ | 2,057 | $ | 8,887 | |||||||||||||
Other expense (income), net |
5,783 | 1,391 | 281 | 1,391 | 281 | 4,673 | 4,673 | 1,122 | 1,175 | |||||||||||||||||||||||||||
Goodwill impairment |
10,975 | | | | | 10,975 | 10,975 | 3,552 | | |||||||||||||||||||||||||||
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Opta Minerals segment operating income |
$ | 1,123 | $ | 208 | $ | 2,596 | $ | 208 | $ | 2,596 | $ | 3,511 | $ | 3,511 | $ | 6,731 | $ | 10,062 | ||||||||||||||||||
Depreciation and amortization |
5,753 | 2,637 | 3,093 | 2,637 | 3,093 | 6,209 | 6,209 | 6,257 | 5,731 | |||||||||||||||||||||||||||
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Opta Minerals EBITDA |
$ | 6,876 | $ | 2,845 | $ | 5,689 | $ | 2,845 | $ | 5,689 | $ | 9,720 | $ | 9,720 | $ | 12,988 | $ | 15,793 | ||||||||||||||||||
Stock compensation expense |
456 | 212 | 251 | 212 | 251 | 495 | 495 | 485 | 500 | |||||||||||||||||||||||||||
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Opta Minerals Adjusted EBITDA |
$ | 7,332 | $ | 3,057 | $ | 5,940 | $ | 3,057 | $ | 5,940 | $ | 10,215 | $ | 10,215 | $ | 13,473 | $ | 16,293 | ||||||||||||||||||
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(2) | Reflects approximately $6.2 million of costs relating to the retrofitting of SunOptas premium juice operations in San Bernardino, California incurred to accommodate the needs of certain significant customers. The remainder relates to start-up costs incurred in connection with the (a) addition of aseptic beverage processing and filling capabilities at our Allentown, Pennsylvania facility ($0.7 million) and (b) our Crown of Holland cocoa processing facility in Middenmeer, Noord, The Netherlands ($0.7 million). Although costs relating to retrofitted existing facilities or the start-up of new facilities are part of our ongoing operations, we have added back these costs because we do not believe they are representative of the costs we would typically incur in the ordinary course of business in a given twelve-month period. |
(3) | Approximately $3.0 million reflects the estimated effect that our March 2015 acquisition of Citrusource would have had on SunOpta Foods Adjusted EBITDA if that acquisition had been completed on July 6, 2014. Approximately $2.1 million reflects the estimated effect that Sunrises December 2014 acquisition of Opus would have had on SunOpta Foods Adjusted EBITDA if that acquisition had been completed on July 6, 2014, including $0.7 million as a result of the utilization of additional capacity at a facility in Kansas |
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City acquired as part of Sunrises acquisition of Pacific Ridge Farms, LLC (Pacific Ridge) in January 2014. However, these amounts are not necessarily indicative of the contribution of Citrusource and Opus to our business in future periods. |
(4) | Reflects the estimated effect that a recent food service contract entered into by Sunrise ($1.5 million), assuming the minimum purchases required under that contract and the utilization of a newly-installed high speed form, fill and seal cup line related to that contract that was completed in April 2015 ($1.8 million), would have had on SunOpta Foods Adjusted EBITDA, assuming the contract had gone into effect and the production line had begun to be used on July 6, 2014. However, our estimates may not be indicative of the profits we may earn from this contract and production line in future periods. |
(5) | Reflects the estimated effect that the introduction of new stock-keeping units (SKUs) or higher sales of certain SKUs to existing national retail customers during fiscal 2015 ($1.7 million) and the estimated effect that increased pricing passed through to certain food service customers ($2.4 million) would have had on SunOpta Foods Adjusted EBITDA, assuming this new business and those price increases had been in effect beginning on July 6, 2014. However, we and Sunrise enter into new business, introduce new SKUs and negotiate price increases in the ordinary course of business, and we cannot predict the effect of these activities on our SunOpta Foods Adjusted EBITDA in future periods. |
(6) | We currently expect to realize approximately $10 million in estimated run-rate cost synergies from the Sunrise Acquisition over the next three years. Approximately $7 million of such synergies are projected to be realized within the next twelve months, including approximately $6 million relating to the use of SunOptas capabilities to source products directly from growers, rather than through Sunrises use of brokers, and approximately $1 million relating to back-office consolidation. However, we may not be successful in achieving these synergies within this period, or at all. |
Adjusted Earnings
When assessing our financial performance, management uses adjusted earnings as an internal measure that excludes (1) loss (earnings) from discontinued operations and gain on sale of discontinued operations, (2) loss (earnings) from our non-core Opta Minerals business, (3) any impairment loss on investment and (4) other expense (income) items related to our core SunOpta Foods business. We believe that the identification of these items enhances an analysis of the financial performance of our SunOpta Foods business when comparing those operating results between periods, as we do not consider these items to be reflective of our strategic focus on investing in our SunOpta Foods business.
We believe that investors understanding of the financial performance of our core SunOpta Foods business is enhanced by disclosing the specific items that we exclude from earnings attributable to SunOpta Inc. to compute adjusted earnings. However, adjusted earnings is not, and should not be viewed as, a substitute for earnings prepared under U.S. GAAP. Adjusted earnings is presented solely to allow investors to more fully understand how we assess the financial performance of our SunOpta Foods business.
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The following table presents a reconciliation of adjusted earnings to earnings (loss) attributable to SunOpta Inc., which we consider to be the most directly comparable U.S. GAAP financial measure:
(in thousands of U.S. dollars) |
Pro Forma Twelve Months Ended July 4, 2015 |
Pro Forma Two |
Two Quarters Ended |
Pro Forma Year Ended January 3, 2015 |
Year Ended |
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July 4, 2015 |
July 5, 2014 |
July 4, 2015 |
July 5, 2014 |
January 3, 2015 |
December 28, 2013 |
December 29, 2012 |
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(Loss) earnings from continuing operations attributable to SunOpta Inc. |
$ | (4,498 | ) | $ | 2,289 | $ | 14,204 | $ | 7,417 | $ | 15,284 | $ | 7,417 | $ | 11,347 | $ | (8,696 | ) | $ | 20,722 | ||||||||||||||||
Adjusted for: |
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Loss (earnings) from non-core Opta Minerals business |
11,332 | 3,333 | (51 | ) | 3,333 | (51 | ) | 7,948 | 7,948 | 300 | (3,605 | ) | ||||||||||||||||||||||||
Impairment loss on investment |
8,441 | | | | | 8,441 | 8,441 | 21,495 | | |||||||||||||||||||||||||||
Other expense (income)(1) |
283 | 691 | (3,373 | ) | 493 | (769 | ) | (3,781 | ) | (1,294 | ) | 3,328 | 569 | |||||||||||||||||||||||
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Adjusted earnings |
$ | 15,558 | $ | 6,313 | $ | 10,780 | $ | 11,243 | $ | 14,464 | $ | 20,025 | $ | 26,442 | $ | 16,427 | $ | 17,686 | ||||||||||||||||||
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(1) | Other expense for the pro forma twelve months ended July 4, 2015 is net of taxes of $0.1 million. Other expense (income) for the pro forma two quarters ended July 4, 2015 and July 5, 2014 and the pro forma year ended January 3, 2015 is net of taxes of $0.3 million, $(1.9 million) and $(2.1 million), respectively. Other expense (income) for the two quarters ended July 4, 2015 and July 5, 2014 is net of taxes of $0.2 million and $(0.5 million), respectively. Other expense (income) for the years ended January 3, 2015, December 28, 2013 and December 29, 2012 is net of taxes of $(0.9 million), $2.2 million and $0.2 million, respectively. |
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