UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[x]X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedSeptember 28, 2013 April 5, 2014

OR

[ ]_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to .___________.

Commission file number: 001-34198

SUNOPTA INC.
(Exact name of registrant as specified in its charter)

CANADANot Applicable
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
  
2838 Bovaird Drive West 
Brampton, Ontario L7A 0H2, Canada(905) 455-1990
(Address of principal executive offices)(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [x]    No[ ][X]      No [_]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [x]     No[ ][X]      No [_]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ][_]Accelerated filer [x][X]
Non-accelerated filer [ ][_]Smaller reporting company [ ][_]
(Do not check if a smaller reporting company) 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ]     No[x][_]      No [X]

The number of the registrant’s common shares outstanding as of November 1, 2013May 9, 2014 was 66,475,106.66,688,500.


SUNOPTA INC.
FORM 10-Q

For the quarterly period ended September 28, 2013

TABLE OF CONTENTS

SUNOPTA INC.
FORM 10-Q
For the quarterly period ended April 5, 2014
TABLE OF CONTENTS

PART IFINANCIAL INFORMATION 
Item 1.Financial Statements (unaudited) 

Consolidated Statements of Operations for the quarter ended April 5, 2014 and three quarters ended September 28,March 30, 2013 and September 29, 2012

4

Consolidated Statements of Comprehensive Earnings for the quarter ended April 5, 2014 and three quarters ended September 28,March 30, 2013 and September 29, 2012

5
 

Consolidated Balance Sheets as at SeptemberApril 5, 2014 and December 28, 2013 and December 29, 2012

6

Consolidated Statements of Shareholders’ Equity as at and for the three quartersquarter ended September 28,April 5, 2014 and March 30, 2013 and September 29, 2012

7

Consolidated Statements of Cash Flows for the quarter ended April 5, 2014 and three quarters ended September 28,March 30, 2013 and September 29, 2012

8
 

Notes to Consolidated Financial Statements

9
 

 
Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2619
Item 3

Quantitative and Qualitative Disclosures about Market Risk

5932
Item 4Controls and Procedures5932
   
PART IIOTHER INFORMATION 
Item 1Legal Proceedings6134
Item 1ARisk Factors6134
Item 6Exhibits6134

Basis of Presentation

Except where the context otherwise requires, all references in this Quarterly Report on Form 10-Q (“Form 10-Q”) to the “Company”, “SunOpta”, “we”, “us”, “our” or similar words and phrases are to SunOpta Inc. and its subsidiaries, taken together.

In this report, all currency amounts are expressed in thousands of United States (“U.S.”) dollars (“$”), except per share amounts, unless otherwise stated. Amounts expressed in Canadian dollars are expressed in thousands of Canadian dollars and preceded by the symbol “Cdn $”, and amounts expressed in euros are expressed in thousands of euros and preceded by the symbol “€”. As at September 28, 2013,April 5, 2014, the closing rates of exchange for the U.S. dollar, expressed in Canadian dollars and euros, were $1.00 = Cdn $1.0303$1.0981 and $1.00 = €0.7395.€0.7297. These rates are provided solely for convenience and do not necessarily reflect the rates used in the preparation of our financial statements.

Forward-Looking Statements

This Form 10-Q contains forward-looking statements which are based on our current expectations and assumptions and involve a number of risks and uncertainties. Generally, forward-looking statements do not relate strictly to historical or current facts and are typically accompanied by words such as “anticipate”, “estimate”, “intend”, “project”, “potential”, “continue”, “believe”, “expect”, “could”, “would”, “should”, “might”, “plan”, “will”, “may”, “predict”, the negatives of such terms, and words and phrases of similar impact and include, but are not limited to references to possible operational consolidation, reduction of non-core assets and operations, business strategies, plant and production capacities, revenue generation potential, anticipated construction costs, competitive strengths, goals, capital expenditure plans, business and operational growth and expansion plans, anticipated operating margins and operating income targets, gains or losses associated with business transactions, cost reductions, rationalization and improved efficiency initiatives, proposed new product offerings, and references to the future growth of the business and global markets for the Company’s products. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on certain assumptions and analyses we make in light of our experience

SUNOPTA INC. 1 September 28, 2013 10-Q


and our interpretation of current conditions, historical trends and expected future developments, as well as other factors that we believe are appropriate in the circumstance.

SUNOPTA INC.1April 5, 2014 10-Q

Whether actual results and developments will agree with our expectations and predictions is subject to many risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from our expectations and predictions. We believe these factors include, but are not limited to, the following:

SUNOPTA INC.2 September 28, 2013April 5, 2014 10-Q


Consequently all forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that our actual results or the developments we anticipate will be realized. The foregoing factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our Annual Report on Form 10-K for the fiscal year ended December 29, 201228, 2013 (“Form 10-K”). For a more detailed discussion of the principal factors that could cause actual results to be materially different, you should read the risk factors under Item 1A, “Risk Factors”, of the Form 10-K.

SUNOPTA INC.3 September 28, 2013April 5, 2014 10-Q



PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
SunOpta Inc.
Consolidated Statements of Operations
For the quarter and three quarters ended September 28,April 5, 2014 and March 30, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)

    Quarter ended  Three quarters ended 
 September 28,  September 29,  September 28,  September 29,     Quarter ended 
 2013  2012  2013  2012  April 5, 2014  March 30, 2013 
    $ $ 
                  
Revenues 302,723  279,339  896,718  820,975  333,527  282,825 
                  
Cost of goods sold 271,240  246,158  794,002  716,220  296,100  248,575 
                  
Gross profit 31,483  33,181  102,716  104,755  37,427  34,250 
                  
Selling, general and administrative expenses 20,678  19,395  66,428  61,911  24,538  22,911 
Intangible asset amortization 1,180  1,225  3,628  3,653  1,128  1,248 
Other expense, net (note 10) 787  264  1,799  2,006 
Goodwill impairment (note 7) 3,552  -  3,552  - 

Other expense (income), net (note 8)

 (1,141) 365 
Foreign exchange gain (211) (130) (1,152) (629) (323) (585)
                  
Earnings from continuing operations before the following 5,497  12,427  28,461  37,814  13,225  10,311 
                  
Interest expense, net 1,957  2,339  5,885  7,480  2,148  1,690 
Impairment loss on investment (note 6) -  -  21,495  - 
                  
Earnings from continuing operations before income taxes 3,540  10,088  1,081  30,334  11,077  8,621 
                  
Provision for income taxes 1,343  3,947  8,576  10,302  4,457  3,275 
                  
Earnings (loss) from continuing operations 2,197  6,141  (7,495) 20,032 

Earnings from continuing operations

 6,620  5,346 
                  
Discontinued operations            
Earnings (loss) from discontinued operations, net of
income taxes
 
-
  
112
  
(360
) 
517
 
Gain on sale of discontinued operations, net of income taxes -  -  -  676 

Loss from discontinued operations, net of income taxes (note 3)

 -  (58)
                  
Earnings (loss) from discontinued operations, net of
income taxes (note 3)
 
-
  
112
  
(360
) 
1,193
 
            
Earnings (loss) 2,197  6,253  (7,855) 21,225 

Earnings

 6,620  5,288 
                  
Earnings (loss) attributable to non-controlling interests (716) 449  (612) 1,384  (20) 163 
                  
Earnings (loss) attributable to SunOpta Inc. 2,913  5,804  (7,243) 19,841 

Earnings attributable to SunOpta Inc.

 6,640  5,125 
                  
Earnings (loss) per share – basic(note 11)            

Earnings per share – basic(note 9)

      
- from continuing operations 0.04  0.09  (0.10) 0.28  0.10  0.08 
- from discontinued operations -  -  (0.01) 0.02  -  - 
 0.04  0.09  (0.11) 0.30  0.10  0.08 
                  
Earnings (loss) per share – diluted(note 11)            

Earnings per share – diluted(note 9)

      
- from continuing operations 0.04  0.09  (0.10) 0.28  0.10  0.08 
- from discontinued operations -  -  (0.01) 0.02  -  - 
 0.04  0.09  (0.11) 0.30  0.10  0.08 

(See accompanying notes to consolidated financial statements)

SUNOPTA INC.4 September 28, 2013April 5, 2014 10-Q



SunOpta Inc.
Consolidated Statements of Comprehensive Earnings
For the quarter and three quarters ended September 28,April 5, 2014 and March 30, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars)

     Quarter ended  Three quarters ended 
  September 28,  September 29,  September 28,  September 29, 
  2013  2012  2013  2012 
     
             
Earnings (loss) from continuing operations 2,197  6,141  (7,495) 20,032 
Earnings (loss) from discontinued operations, net of income taxes -  112  (360) 1,193 
Earnings (loss) 2,197  6,253  (7,855) 21,225 
             
Currency translation adjustment 1,616  590  1,108  (238)
Change in fair value of interest rate swap, net of taxes (note 4) (66) (7) 154  (162)
Other comprehensive earnings (loss), net of income taxes 1,550  583  1,262  (400)
             
Comprehensive earnings (loss) 3,747  6,836  (6,593) 20,825 
             
Comprehensive earnings (loss) attributable to non-controlling 
     interests
 
(637
) 
433
  
(341
) 
1,212
 
             
Comprehensive earnings (loss) attributable to SunOpta Inc. 4,384  6,403  (6,252) 19,613 

 

    Quarter ended 

 

 April 5, 2014  March 30, 2013 

 

$ $ 

 

      

Earnings from continuing operations

 6,620  5,346 

Loss from discontinued operations, net of income taxes

 -  (58)

Earnings

 6,620  5,288 

 

      

Currency translation adjustment

 (132) (1,584)

Change in fair value of interest rate swap, net of taxes (note 4)

 (60) (234)

Other comprehensive loss, net of income taxes

 (192) (1,818)

 

      

Comprehensive earnings

 6,428  3,470 

 

      

Comprehensive earnings (loss) attributable to non-controlling interests

 39  (25)

 

      

Comprehensive earnings attributable to SunOpta Inc.

 6,389  3,495 

(See accompanying notes to consolidated financial statements)

SUNOPTA INC.5 September 28, 2013April 5, 2014 10-Q



SunOpta Inc.
Consolidated Balance Sheets
As at SeptemberApril 5, 2014 and December 28, 2013 and December 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars)

 September 28, 2013  December 29, 2012 
$ $  April 5, 2014  December 28, 2013 
      $ $ 
            
ASSETS            
Current assets            
Cash and cash equivalents (note 12) 6,819  6,840 
Restricted cash (note 8) -  6,595 

Cash and cash equivalents (note 10)

 6,637  8,537 
Accounts receivable 120,630  113,314  137,035  109,917 
Inventories (note 5) 248,887  255,738  268,687  274,286 
Prepaid expenses and other current assets 16,075  20,538  18,812  16,067 
Current income taxes recoverable 676  1,814  3,541  6,116 
Deferred income taxes 2,377  2,653  3,889  4,806 
 395,464  407,492  438,601  419,729 
            
Investment(note 6) 12,350  33,845  12,350  12,350 
Property, plant and equipment 161,919  140,579  155,526  158,073 
Goodwill(note 7) 54,184  57,414 
Goodwill 53,420  53,673 
Intangible assets 49,139  52,885  46,114  47,991 
Deferred income taxes 14,408  12,879  12,412  12,565 
Other assets 1,616  2,216  1,690  1,554 
            
 689,080  707,310  720,113  705,935 
            
LIABILITIES            
Current liabilities            
Bank indebtedness (note 8) 139,371  131,061 

Bank indebtedness (note 7)

 157,039  141,853 
Accounts payable and accrued liabilities 110,138  128,544  119,189  129,829 
Customer and other deposits 5,856  4,734  7,786  3,408 
Income taxes payable 4,300  4,125  3,332  2,564 
Other current liabilities 3,028  2,660  4,118  2,114 
Current portion of long-term debt (note 8) 46,466  6,925 

Current portion of long-term debt (note 7)

 6,013  6,354 
Current portion of long-term liabilities 609  1,471  468  1,034 
 309,768  279,520  297,945  287,156 
            
Long-term debt(note 8) 5,565  51,273 
Long-term debt(note 7) 40,215  42,654 
Long-term liabilities 4,109  5,544  1,642  3,072 
Deferred income taxes 28,239  27,438  29,775  30,441 
 347,681  363,775  369,577  363,323 
            
EQUITY            
SunOpta Inc. shareholders’ equity            
Common shares, no par value, unlimited shares authorized,
66,460,206 shares issued (December 29, 2012 - 66,007,236)
 
185,901
  
183,027
 

Common shares, no par value, unlimited shares authorized,
66,666,920 shares issued (December 28, 2013 - 66,527,691)

 
187,316
  
186,376
 
Additional paid-in capital 18,438  16,855  19,879  19,323 
Retained earnings 117,489  124,732  122,848  116,208 
Accumulated other comprehensive income 2,528  1,537  3,146  3,397 
 324,356  326,151  333,189  325,304 
Non-controlling interests 17,043  17,384  17,347  17,308 
Total equity 341,399  343,535  350,536  342,612 
            
 689,080  707,310  720,113  705,935 

Commitments and contingencies(note 13)11)

(See accompanying notes to consolidated financial statements)

SUNOPTA INC.6 September 28, 2013April 5, 2014 10-Q



SunOpta Inc.
Consolidated Statements of Shareholders’ Equity
As at and for the three quarters ended September 28,April 5, 2014 and March 30, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars)

              Accumulated       
        Additional     other com-  Non-    
        paid-in  Retained  prehensive  controlling    
  Common shares  capital  earnings  income  interests  Total 
  000s       
                      
Balance at December 29, 2012 66,007  183,027  16,855  124,732  1,537  17,384  343,535 
                      
Employee share purchase plan 64  419  -  -  -  -  419 
Exercise of options 389  2,455  (839) -  -  -  1,616 
Stock-based compensation -  -  2,422  -  -  -  2,422 
Loss from continuing operations -  -  -  (6,883) -  (612) (7,495)
Loss from discontinued operations,
     net of income taxes
 
-
  
-
  
-
  
(360
) 
-
  
-
  
(360
)
Currency translation adjustment -  -  -  -  889  219  1,108 
Change in fair value of interest rate
     swap, net of income taxes (note 4)
 
-
  
-
  
-
  
-
  
102
  
52
  
154
 
                      
Balance at September 28, 2013 66,460  185,901  18,438  117,489  2,528  17,043  341,399 
                      
              Accumulated       
        Additional     other com-  Non-    
        paid-in  Retained  prehensive  controlling    
  Common shares  capital  earnings  income  interests  Total 
  000s       
                      
Balance at December 31, 2011 65,796  182,108  14,134  100,508  2,382  15,816  314,948 
                      
Employee share purchase plan 85  446  -  -  -  -  446 
Exercise of options 97  362  (128) -  -  -  234 
Stock-based compensation -  -  2,141  -  -  -  2,141 
Earnings from continuing operations -  -  -  18,648  -  1,384  20,032 
Earnings from discontinued operations,
     net of income taxes
 
-
  
-
  
-
  
1,193
  
(1,359
) 
-
  
(166
)
Currency translation adjustment -  -  -  -  (121) (117) (238)
Change in fair value of interest rate
     swap, net of income taxes (note 4)
 
-
  
-
  
-
  
-
  
(107
) 
(55
) 
(162
)
Payment to non-controlling interests -  -  -  -  -  (115) (115)
                      
Balance at September 29, 2012 65,978  182,916  16,147  120,349  795  16,913  337,120 
              Accumulated       
        Additional     other com-  Non-    
        paid-in  Retained  prehensive  controlling    
  Common shares  capital  earnings  income  interests  Total 
  000s $ $ $ $ $ $ 
                      

Balance at December 28, 2013

 66,528  186,376  19,323  116,208  3,397  17,308  342,612 

 

                     

Employee stock purchase plan

 15  122  -  -  -  -  122 

Exercise of options

 124  818  (275) -  -  -  543 

Stock-based compensation

 -  -  831  -  -  -  831 

Earnings from continuing operations

 -  -  -  6,640  -  (20) 6,620 

Currency translation adjustment

 -  -  -  -  (211) 79  (132)

Change in fair value of interest rate swap, net of income taxes (note 4)

 -  -  -  -  (40) (20) (60)

 

                     

Balance at April 5, 2014

 66,667  187,316  19,879  122,848  3,146  17,347  350,536 

              Accumulated       
        Additional     other com-  Non-    
        paid-in  Retained  prehensive  controlling    
  Common shares  capital  earnings  income  interests  Total 
  000s $ $ $  $ $ 
                      

Balance at December 29, 2012

 66,007  183,027  16,855  124,732  1,537  17,384  343,535 

 

                     

Employee stock purchase plan

 22  128  -  -  -  -  128 

Exercise of options

 122  799  (263) -  -  -  536 

Stock-based compensation

 -  -  685  -  -  -  685 

Earnings from continuing operations

 -  -  -  5,183  -  163  5,346 

Loss from discontinued operations, net of income taxes

 -  -  -  (58) -  -  (58)

Currency translation adjustment

 -  -  -  -  (1,475) (109) (1,584)

Change in fair value of interest rate swap, net of income taxes (note 4)

 -  -  -  -  (155) (79) (234)

 

                     

Balance at March 30, 2013

 66,151  183,954  17,277  129,857  (93) 17,359  348,354 

(See accompanying notes to consolidated financial statements)

SUNOPTA INC.7 September 28, 2013April 5, 2014 10-Q



SunOpta Inc.
Consolidated Statements of Cash Flows
For the quarter and three quarters ended September 28,April 5, 2014 and March 30, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars)

    Quarter ended  Three quarters ended 
 September 28,  September 29,  September 28,  September 29,     Quarter ended 
 2013  2012  2013  2012  April 5, 2014  March 30, 2013 
    $ $ 
                  
CASH PROVIDED BY (USED IN)                  
                  
Operating activities                  
Earnings (loss) 2,197  6,253  (7,855) 21,225 
Earnings (loss) from discontinued operations -  112  (360) 1,193 
Earnings (loss) from continuing operations 2,197  6,141  (7,495) 20,032 

Earnings

 6,620  5,288 

Loss from discontinued operations

 -  (58)

Earnings from continuing operations

 6,620  5,346 
                  
Items not affecting cash:                  
Depreciation and amortization 5,494  5,155  16,343  14,946  5,836  5,420 

Stock-based compensation

 831  685 

Unrealized loss on derivative instruments (note 4)

 625  743 
Deferred income taxes (1,747) (639) (242) 3,077  404  941 
Stock-based compensation 881  713  2,422  2,041 
Goodwill impairment (note 7) 3,552  -  3,552  - 
Impairment of long-lived assets (note 10) 310  -  310  - 
Unrealized loss (gain) on derivative instruments (note 4) 1,950  (3,075) 2,892  (1,178)
Impairment loss on investment (note 6) -  -  21,495  - 

Fair value of contingent consideration (note 8)

 (1,373) - 
Other (766) 432  (663) 1,048  351  322 
Changes in non-cash working capital, net of businesses
acquired (note 12)
 
(1,862
) 
7,462
  
(6,847
) 
(1,921
)

Changes in non-cash working capital, net of businesses acquired (note 10)

 (25,890) (20,176)
Net cash flows from operations - continuing operations 10,009  16,189  31,767  38,045  (12,596) (6,719)
Net cash flows from operations - discontinued operations -  313  (4,608) (3) -  (38)
 10,009  16,502  27,159  38,042  (12,596) (6,757)
                  
Investing activities                  

Purchases of property, plant and equipment

 (3,224) (7,893)
Acquisitions of businesses, net of cash acquired (note 2) -  (11,644) (3,828) (29,174) -  (3,828)
Purchases of property, plant and equipment (10,797) (5,709) (32,773) (17,623)
Decrease in restricted cash (note 8) 6,495  -  6,495  - 
Payment of contingent consideration -  (61) (1,074) (388)

Payment of contingent consideration (note 4)

 (800) - 

Purchases of intangible assets

 -  (99)
Other 342  66  (496) (165) 79  (398)
Net cash flows from investing activities - continuing operations (3,960) (17,348) (31,676) (47,350) (3,945) (12,218)
Net cash flows from investing activities - discontinued operations -  -  -  12,134 
 (3,960) (17,348) (31,676) (35,216)
                  
Financing activities                  
Increase (decrease) under line of credit facilities (note 8) (4,928) 11,664  7,854  1,138 
Borrowings under long-term debt (note 8) 142  15,234  486  34,607 
Repayment of long-term debt (note 8) (1,677) (24,136) (5,697) (34,959)
Financing costs (5) (1,315) (28) (2,490)

Increase under line of credit facilities (note 7)

 15,529  20,639 

Borrowings under long-term debt (note 7)

 60  232 

Repayment of long-term debt (note 7)

 (1,571) (2,419)
Proceeds from the issuance of common shares 804  257  2,035  680  665  664 
Other (72) 53  (97) 24  (98) (59)
Net cash flows from financing activities - continuing operations (5,736) 1,757  4,553  (1,000) 14,585  19,057 
                  
Foreign exchange gain (loss) on cash held in a foreign currency 46  29  (57) (17) 56  (213)
                  
Increase (decrease) in cash and cash equivalents in the period 359  940  (21) 1,809 
            

Decrease in cash and cash equivalents in the period

 (1,900) (131)
                  
Cash and cash equivalents - beginning of the period 6,460  3,247  6,840  2,378  8,537  6,840 
                  
Cash and cash equivalents - end of the period 6,819  4,187  6,819  4,187  6,637  6,709 
            
Supplemental cash flow information (note 12)            

Supplemental cash flow information (note 10)

(See accompanying notes to consolidated financial statements)

SUNOPTA INC.8 September 28, 2013April 5, 2014 10-Q



SunOpta Inc.
Notes to Consolidated Financial Statements
For the quarters ended September 28,April 5, 2014 and March 30, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)
 

1. Description of Business and Significant Accounting Policies

SunOpta Inc. (the “Company” or “SunOpta”) was incorporated under the laws of Canada on November 13, 1973. The Company operates businesses focused on a healthy products portfolio that promotes sustainable well-being. The Company hasoperates in two businessindustry segments, the largest being SunOpta Foods, which consists of four operating segments three reportable segments—Global Sourcing and Supply, Value Added Ingredients, and Consumer Products—that operate in the natural, organic and specialty food sectors and utilizesutilize a number of integrated business models to bring cost-effective and quality products to market. In addition to SunOpta Foods, the Company owned approximately 66.1%66% of Opta Minerals Inc. (“Opta Minerals”) as at SeptemberApril 5, 2014 and December 28, 2013, and December 29, 2012.on a non-dilutive basis. Opta Minerals is a vertically integrated provider of custom process solutions and industrial mineral products for use primarily in the steel, foundry, loose abrasive cleaning, and municipal water filtration industries. As at SeptemberApril 5, 2014 and December 28, 2013, and December 29, 2012, the Company also heldhad an 18.7%approximate 19% equity ownership position in Mascoma Corporation (“Mascoma”), on a non-dilutive basis. Mascoma is an innovative biofuels company (see note 6).leveraging internally developed technologies to drive bioconversion of biomass for petroleum replacements.

Basis of Presentation

The interim consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended, and in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, these condensed interim consolidated financial statements do not include all of the disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included and all such adjustments are of a normal, recurring nature. Operating results for the quarter and three quarters ended September 28, 2013April 5, 2014 are not necessarily indicative of the results that may be expected for the full year ending December 28, 2013January 3, 2015 or for any other period. The interim consolidated financial statements include the accounts of the Company and its subsidiaries, and have been prepared on a basis consistent with the annual consolidated financial statements for the year ended December 29, 2012.28, 2013. For further information, refer to the consolidated financial statements, and notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2012.

Recent Accounting Pronouncement

In July 2013, the Financial Accounting Standards Board issued guidance requiring a liability related to an unrecognized tax benefit to be offset against a deferred tax asset for a net operating loss carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. The Company will apply the new guidance prospectively effective December 28, 2013. The Company does not expect that the application of this guidance will have a material effect on its financial statements.

SUNOPTA INC.9April 5, 2014 10-Q

SunOpta Inc.
Notes to Consolidated Financial Statements
For the quarters ended April 5, 2014 and March 30, 2013
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)

2. Business Acquisition

Bulgarian Processing Operation

On December 31, 2012, the Company acquired a grains handling and processing facility located in Silistra, Bulgaria and operated as the Organic Land Corporation OOD (“OLC”). The facility is located near a protected and chemical free agricultural area, which produces organic products including sunflower, flax seed, corn, barley and soybeans. This acquisition diversified the Company’s organic sunflower processing operations and should allow it to expand its capabilities into the other organic products grown in the region following the expansion of production capabilities. The Company had been sourcing non-genetically modified sunflower kernel from OLC from late 2011 through to the date of acquisition. Since the acquisition date, the results of operations of OLC have been included in the International Foods Group.Global Sourcing and Supply.

This transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed, as well as the total consideration transferred to effect the acquisition of OLC as of the acquisition date.

SUNOPTA INC.9 September 28, 2013 10-Q



SunOpta Inc.
Notes to Consolidated Financial Statements
For the quarters ended September 28, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)

$ 

Cash and cash equivalents

 70 

Accounts receivables

 378 

Inventories

 55 

Other current assets

 21 

Property, plant and equipment

 4,067 

Accounts payable and accrued liabilities

 (228)

Long-term debt(1)

 (465)

Total cash consideration

 3,898 

(1) Subsequent to the acquisition date, the Company fully repaid OLC’s existing bank loans.

The revenue and earnings of OLC from the date of acquisition to September 28, 2013 were not material to the Company’s consolidated results of operations. In addition, assuming the acquisition had occurred as of January 1, 2012, the results of operations of OLC would not have had a material pro forma effect on the Company’s revenues, earnings and earnings per share for the quarter and three quarters ended September 29, 2012.

3. Discontinued Operations

Purity Life Natural Health Products

On June 5, 2012, the Company completed the sale of Purity Life Natural Health Products (“Purity”), its Canadian natural health products distribution business, for cash consideration of $13,443 (Cdn $14,000) at closing, plus up to $672 (Cdn $700) of contingent consideration if Purity achieved certain earnings targets during the one-year period following the closing date. The earnings targets were not met and, therefore, no contingent consideration was recognized. The divestiture of Purity completed the Company’s exit from all non-core distribution businesses. Purity was formerly part of the Company’s International Foods Group operating segment.

Colorado Sun Oil Processing LLC

On August 12, 2011, the Company disposed of its interest in the Colorado Sun Oil Processing LLC (“CSOP”) joint venture to Colorado Mills, LLC (“Colorado Mills”) pursuant to the outcome of related bankruptcy proceedings. CSOP operated a vegetable oil refinery adjacent to Colorado Mills’ sunflower crush plant. CSOPplant and was formerly part of the former Grains and Foods Group operating segment.

On June 18, 2013, the Company The operating results of CSOP were reclassified to discontinued operations, including legal fees and Colorado Mills reached an agreement to settleinterest costs incurred in connection with a separate arbitration proceeding related to the joint venture agreement (see note 13). In connection with the settlement, the Company paid Colorado Mills $5,884, consisting of cash and equipment in use at the CSOP refinery. An accrual for the settlement, including accrued interest costs,agreement. The arbitration proceeding was included in accounts payable and accrued liabilitiessettled on the consolidated balance sheet as at December 29, 2012. The expenses of CSOP included in discontinued operations for the three quarters ended September 28, 2013 and for the quarter and three quarters ended September 29, 2012, related to legal fees and period interest costs incurred by the Company in connection with the arbitration proceeding.June 18, 2013.

SUNOPTA INC.10 September 28, 2013April 5, 2014 10-Q



SunOpta Inc.
Notes to Consolidated Financial Statements
For the quarters ended September 28,April 5, 2014 and March 30, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)
 

Operating Results Reported in Discontinued Operations

The following table presents the aggregate operating results of Purity and CSOP reported in earnings (loss) from discontinued operations:

     Quarter ended  Three quarters ended 
  September 28,  September 29,  September 28,  September 29, 
  2013  2012  2013  2012 
     
             
Revenues -  -  -  26,914 
             
Earnings (loss) before income taxes -  188  (570) 678 
Recovery of (provision for) income taxes -  (76) 210  (161)
Earnings (loss) from discontinued operations,
    net of income taxes
 
-
  
112
  
(360
) 
517
 

4. Derivative Financial Instruments and Fair Value Measurements

The following table presents for each of the fair value hierarchies, the assets and liabilities that are measured at fair value on a recurring basis as of September 28, 2013April 5, 2014 and December 29, 2012:28, 2013:

        September 28, 2013  April 5, 2014 
  Fair value            Fair value          
  asset (liability)  Level 1  Level 2  Level 3   asset (liability)  Level 1  Level 2  Level 3 
      $ $ $ $ 
(a)Commodity futures and forward contracts(1)            Commodity futures and forward contracts(1)            
Unrealized short-term derivative asset 2,077  270  1,807  - Unrealized short-term derivative asset 2,679  -  2,679  - 
Unrealized long-term derivative asset 12  -  12  - Unrealized long-term derivative asset 178  -  178  - 
Unrealized short-term derivative liability (3,209) -  (3,209) - Unrealized short-term derivative liability (3,805) (412) (3,393) - 
Unrealized long-term derivative liability (161) -  (161) - Unrealized long-term derivative liability (42) -  (42) - 
(b)Inventories carried at market(2) 11,521  -  11,521  - Inventories carried at market(2) 14,331  -  14,331  - 
(c)Interest rate swaps(3) (188) -  (188) - Interest rate swaps(3) (389) -  (389) - 
(d)Forward foreign currency contracts(4) (365) -  (365) - Forward foreign currency contracts(4) (87) -  (87) - 
(e)Contingent consideration(5) (3,161) -  -  (3,161)Contingent consideration(5) (545) -  -  (545)

  December 28, 2013 
   Fair value          
   asset (liability)  Level 1  Level 2  Level 3 
  $ $  $ 
(a)Commodity futures and forward contracts(1)            
 Unrealized short-term derivative asset 1,459  284  1,175  - 
 Unrealized long-term derivative asset 29  -  29  - 
 Unrealized short-term derivative liability (1,841) -  (1,841) - 
 Unrealized long-term derivative liability (12) -  (12) - 
(b)Inventories carried at market(2) 11,836  -  11,836  - 
(c)Interest rate swaps(3) (311) -  (311) - 
(d)Forward foreign currency contracts(4) (371) -  (371) - 
(e)Contingent consideration(5) (2,671) -  -  (2,671)
SUNOPTA INC. 11 September 28, 2013 10-Q



SunOpta Inc.
Notes to Consolidated Financial Statements
For the quarters ended September 28, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)

         December 29, 2012 
   Fair value          
   asset (liability)  Level 1  Level 2  Level 3 
      
(a)Commodity futures and forward contracts(1)            
 Unrealized short-term derivative asset 3,184  690  2,494  - 
 Unrealized long-term derivative asset 93  -  93  - 
 Unrealized short-term derivative liability (1,623) -  (1,623) - 
 Unrealized long-term derivative liability (43) -  (43) - 
(b)Inventories carried at market(2) 15,426  -  15,426  - 
(c)Interest rate swaps(3) (396) -  (396) - 
(d)Forward foreign currency contracts(4) (327) -  (327) - 
(e)Contingent consideration(5) (4,398) -  -  (4,398)

 (1)

Unrealized short-term derivative asset is included in prepaid expenses and other current assets, unrealized long-term derivative asset is included in other assets, unrealized short-term derivative liability is included in other current liabilities and unrealized long-term derivative liability is included in long-term liabilities on the consolidated balance sheets.

 (2)

Inventories carried at market are included in inventories on the consolidated balance sheets.

 (3)

The interest rate swaps are included in long-term liabilities on the consolidated balance sheets.

 (4)

The forward foreign currency contracts are included in accounts receivable or accounts payable and accrued liabilities on the consolidated balance sheets.

 (5)

Contingent consideration obligations are included in long-term liabilities (including the current portion thereof) on the consolidated balance sheets.


(a)

Commodity futures and forward contracts

The Company’s derivative contracts that are measured at fair value include exchange-traded commodity futures and forward commodity purchase and sale contracts. Exchange-traded futures are valued based on unadjusted quotes for identical assets priced in active markets and are classified as level 1. Fair value for forward commodity purchase and sale contracts is estimated based on exchange-quoted prices adjusted for differences in local markets. Local market adjustments use observable inputs or market transactions for similar assets or liabilities, and, as a result, are classified as level 2. Based on historical experience with the Company’s suppliers and customers, the Company’s own credit risk, and the Company’s knowledge of current market conditions, the Company does not view non-performance risk to be a significant input to fair value for the majority of its forward commodity purchase and sale contracts.


SUNOPTA INC.11April 5, 2014 10-Q

SunOpta Inc.
Notes to Consolidated Financial Statements
For the quarters ended April 5, 2014 and March 30, 2013
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)

These exchange-traded commodity futures and forward commodity purchase and sale contracts are used as part of the Company’s risk management strategy, and represent economic hedges to limit risk related to fluctuations in the price of certain commodity grains, as well as the price of cocoa. These derivative instruments are not designated as hedges for accounting purposes. Gains and losses on changes in the fair value of these derivative instruments are included in cost of goods sold on the consolidated statement of operations. For the quarter ended September 28, 2013,April 5, 2014, the Company recognized a loss of $1,950 (September 29, 2012$625 (March 30, 2013 gain of $3,075) and for the three quarters ended September 28, 2013, the Company recognized a loss of $2,892 (September 29, 2012 – gain$743) related to changes in the fair value of $1,178).these derivatives.

SUNOPTA INC. 12 September 28, 2013 10-Q



SunOpta Inc.
Notes to Consolidated Financial Statements
For the quarters ended September 28, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)

As at September 28, 2013,At April 5, 2014, the notional amounts of open commodity futures and forward purchase and sale contracts were as follows (in thousands of bushels):

    Number of bushels     Number of bushels 
    purchase (sale)     purchase (sale) 
 Corn  Soybeans  Corn  Soybeans 
Forward commodity purchase contracts 684  479  1,778  1,814 
Forward commodity sale contracts (689) (1,347) (789) (2,138)
Commodity futures contracts (95) 330  (1,355) (265)

In addition, as at September 28, 2013,April 5, 2014, the Company also had open forward contracts to sell 21560 lots of cocoa.

 

(b)

Inventories carried at market

 

Grains inventory carried at fair value is determined using quoted market prices from the Chicago Board of Trade (“CBoT”). Estimated fair market values for grains inventory quantities at period end are valued using the quoted price on the CBoT adjusted for differences in local markets, and broker or dealer quotes. These assets are placed in level 2 of the fair value hierarchy, as there are observable quoted prices for similar assets in active markets. Gains and losses on commodity grains inventory are included in cost of goods sold on the consolidated statements of operations. As at September 28, 2013,April 5, 2014, the Company had 81,180367,389 bushels of commodity corn and 529,338605,566 bushels of commodity soybeans in inventories carried at market.

  
(c)

Interest rate swaps

 

As at September 28, 2013,April 5, 2014, Opta Minerals held interest rate swaps with a notional value of Cdn $43,150 in the aggregate$40,700 to pay fixed rates of 1.85% to 2.02%, plus a margin of 2.0% to 3.5% based on certain financial ratios of Opta Minerals, and receive a variable rate based on various reference rates including prime, bankers’ acceptances or LIBOR, plus the same margin, until May 2017. The net notional value decreases in accordance with the quarterly principal repayments on Opta Minerals’ non-revolvingnon- revolving term credit facility (see note 8)7).

 

At each period end, the Company calculates the mark-to-marketmarked-to-market fair value of the interest rate swaps using a valuation technique using quoted observable prices for similar instruments as the primary input. Based on this valuation, the previously recorded fair value is adjusted to the current marked-to-market position. The marked-to-market gain or loss is placed in level 2 of the fair value hierarchy. As the interest rate swaps are designated as a cash flow hedge for accounting purposes, gains and losses on changes in the fair value of these derivative instruments are included on the consolidated statements of comprehensive earnings. For the quarter ended September 28,April 5, 2014, a $78 loss (March 30, 2013 the Company recognized a loss of $90 (September 29, 2012 – loss of $51)$316), net of income tax benefit of $24 (September 29, 2012$18 (March 30, 2013 – income tax benefit of $44)$82), and forwas recorded in other comprehensive earnings.


SUNOPTA INC.12April 5, 2014 10-Q

SunOpta Inc.
Notes to Consolidated Financial Statements
For the three quarters ended September 28,April 5, 2014 and March 30, 2013 the Company recognized a gain
(Unaudited)
(Expressed in thousands of $208 (September 29, 2012 – loss of $241), net of income tax of $54 (September 29, 2012 – income tax benefit of $79).

U.S. dollars, except per share amounts)
  
(d)

Foreign forward currency contracts

 

As part of its risk management strategy, the Company enters into forward foreign exchange contracts to reduce its exposure to fluctuations in foreign currency exchange rates. For any open forward foreign exchange contracts at period end, the contract rate is compared to the forward rate, and a gain or loss is recorded. These contracts are placed in level 2 of the fair value hierarchy, as the inputs used in making the fair value determination are derived from and are corroborated by observable market data. While these forward foreign exchange contracts typically represent economic hedges that are not designated as hedging instruments, certain of these contracts may be designated as hedges. As at September 28, 2013,April 5, 2014, the Company had open forward foreign exchange contracts with a notional value of €13,061€14,966 ($17,324)20,511). Gains and losses on changes in the fair value of these derivative instruments are included in foreign


SUNOPTA INC. 13 September 28, 2013 10-Q



SunOpta Inc.
Notes to Consolidated Financial Statements
For the quarters ended September 28, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)

exchange loss (gain) on the consolidated statementsstatement of operations. For the quarter ended September 28, 2013,April 5, 2014, the Company recognized a lossgain of $429 (September 29, 2012 – loss of $16), and for the three quarters ended September 28,$284 (March 30, 2013 the Company recognized a loss of $38 (September 29, 2012 – gain of $453)$654).

  
(e)

Contingent consideration

 

The fair value measurement of contingent consideration arising from business acquisitions is determined using unobservable (level 3) inputs. These inputs include: (i) the estimated amount and timing of the projected cash flows on which the contingency is based; and (ii) the risk-adjusted discount rate used to present value those cash flows. For the quarter and three quarters ended September 28, 2013,April 5, 2014, the change in the fair value of the contingent consideration liability reflected a payment of $800 and a fair value adjustment of $1,373 (see note 8) in connection with the settlement of remaining earn-out related paymentsto the acquisition Edner of $1,074 in the aggregate, as well as (i) changes in the probability of achievement of the factorsNevada, Inc. (“Edner”) on which the contingencies are based, (ii) the accretion of interest expense, and (iii) changes in foreign currency exchange rates, which were not material individually or in the aggregate.December 14, 2010.

5. Inventories

 September 28, 2013  December 29, 2012  April 5, 2014  December 28, 2013 
$ $ $ $ 
Raw materials and work-in-process 153,347  169,269  182,467  177,407 
Finished goods 79,080  63,621  69,144  77,984 
Company-owned grain 20,703  27,335  22,333  23,773 
Inventory reserves (4,243) (4,487) (5,257) (4,878)
 248,887  255,738  268,687  274,286 

6. InvestmentsInvestment

On August 31, 2010, the Company sold 100% of its ownership interest in SunOpta BioProcess Inc. to Mascoma in exchange for an equity ownership position in Mascoma, consisting of preferred stock, common stock and warrants to purchase common stock of Mascoma. The Company accounts for its investment in Mascoma using the cost method, as the Company does not have the ability to exercise significant influence over the operating and financial policies of Mascoma.

In evaluating whether its investment in Mascoma is recoverable each reporting period, the Company considers information relevant to the estimation of Mascoma’s enterprise value and stock price, including external factors such as the stock prices of comparable publicly-traded renewable energy companies. The Company also considers the commercial viability and future earnings prospects of Mascoma’s products and technologies, as well as Mascoma’s ability to raise additional capital to fund its operational requirements.

method. As at June 29, 2013, the Company concluded that the $33,845 carrying value of its investment in Mascoma was impairedApril 5, 2014 and that the impairment was other-than-temporary, based on information provided by Mascoma and consideration of external factors. The Company completed a valuation analysis based on available information and determined that the estimated fair value of its investment in Mascoma was $12,350 at June 29, 2013. As a result, the Company recorded an other-than-temporary impairment loss of $21,495 on the consolidated statement of operations for the quarter ended June 29, 2013.

As at SeptemberDecember 28, 2013, the Company did not estimate the fair value of its investment in Mascoma, as no events or changes in circumstances were identified that may have had a significant adverse effect on the Company’s ability to recover the new cost basecarrying value of its investment.

SUNOPTA INC. 1413 September 28, 2013April 5, 2014 10-Q


SunOpta Inc.
Notes to Consolidated Financial Statements
For the quarters ended September 28,April 5, 2014 and March 30, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)
 

7. Goodwill

Opta Minerals performed its annual impairment test for goodwill as at September 30, 2013, and recognized a non-cash goodwill impairment loss of $3,552 related to one of its reporting units in the third quarter of 2013. Due to increased competition and reduced demand for industrial minerals in markets along the U.S. east coast, the operating profits and cash flows of the reporting unit were lower than expected in the fourth quarter of 2012 and first three quarters of 2013, reflecting reduced sales volumes, price concessions causing lower gross margins, and lower utilization of plant capacity. The fair value of the reporting unit was estimated based on the expected present value of future cash flows using unobservable (level 3) inputs, which included the following assumptions: (i) an estimated cumulative average operating income growth rate from 2014 to 2017 of 25.7%; (ii) a projected long-term annual operating income growth rate of 2.5%; and (iii) a risk-adjusted discount rate of 14.0% . The goodwill associated with the reporting unit was fully deductible for tax purposes. There was no indication of goodwill impairment related to the other reporting units of Opta Minerals based on the testing done as at September 30, 2013.

8. Bank Indebtedness and Long-Term Debt

 September 28, 2013  December 29, 2012  April 5, 2014  December 28, 2013 
$ $ $ $ 
Bank indebtedness:            
North American credit facilities(1) 69,131  75,700  79,067  64,382 
European credit facilities(2) 54,734  44,611  63,541  61,892 
Opta Minerals revolving term credit facility(3) 15,506  10,750  14,431  15,579 
 139,371  131,061  157,039  141,853 
            
Long-term debt:            
Opta Minerals non-revolving term credit facility(3) 44,982  50,315  39,809  42,253 
Lease obligations(4) 6,651  7,219  6,184  6,444 
Other 398  664  235  311 
 52,031  58,198  46,228  49,008 
Less: current portion 46,466  6,925  6,013  6,354 
 5,565  51,273  40,215  42,654 

(1)North American credit facilities

The syndicated North American credit facilities support the core North American food operations of the Company.

On July 27, 2012, the Company entered into an amended and restated credit agreement with a syndicate of lenders. The amended agreement provides secured revolving credit facilities of Cdn $10,000 (or the equivalent U.S. dollar amount) and $165,000, as well as an additional $50,000 in availability upon the exercise of an uncommitted accordion feature. These facilities mature on July 27, 2016, with the outstanding principal amount repayable in full on the maturity date.

Interest on borrowings under the facilities accrues based on various reference rates including LIBOR, plus an applicable margin of 1.75% to 2.50%, which is set quarterly based on average borrowing availability. As at September 28, 2013, the weighted-average interest rate on the facilities was 2.18%

The syndicated North American credit facilities support the core North American food operations of the Company.

On July 27, 2012, the Company entered into an amended and restated credit agreement with a syndicate of lenders. The amended agreement provides secured revolving credit facilities of Cdn $10,000 (or the equivalent U.S. dollar amount) and $165,000, as well as an additional $50,000 in availability upon the exercise of an uncommitted accordion feature. These facilities mature on July 27, 2016, with the outstanding principal amount repayable in full on the maturity date.

Interest on borrowings under the facilities accrues based on various reference rates including LIBOR, plus an applicable margin of 1.75% to 2.50%, which is set quarterly based on average borrowing availability. As at April 5, 2014, the weighted-average interest rate on the facilities was 2.15%.

The facilities are collateralized by substantially all of the assets of the Company and its subsidiaries, excluding Opta Minerals and The Organic Corporation (“TOC”).

(2)

European credit facilities

The European credit facilities support the global sourcing, supply and processing capabilities of the international sourcing and supply operations of Global Sourcing and Supply.

On September 25, 2012, TOC and certain of its subsidiaries entered into a credit facilities agreement with two lenders, which provides for a €45,000 revolving credit facility covering working capital needs and a €3,000 pre-settlement facility covering currency hedging requirements. On April 25, 2014, the lenders increased the amount available under the revolving credit facility to €51,000 until May 31, 2014. As of April 5, 2014 and December 28, 2013, €44,489 ($60,972) and €42,661 ($58,616), respectively, of this facility had been utilized. The revolving credit facility is secured by the working capital of TOC and certain of its subsidiaries. The revolving credit facility and pre-settlement facility are due on demand with no set maturity date. Interest costs under the facilities accrue based on either a loan margin of 1.75% or an overdraft margin of 1.85% plus the cost of funds as set by each of the lenders on a periodic basis. The cost of funds as set by the lenders was 0.22% at April 5, 2014.


SUNOPTA INC. 1514 September 28, 2013April 5, 2014 10-Q



SunOpta Inc.
Notes to Consolidated Financial Statements
For the quarters ended September 28,April 5, 2014 and March 30, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)
 

(2)European

On April 29, 2014, a subsidiary of TOC amended its revolving credit facilities

The European credit facilities support the global sourcing, supply and processing capabilities of the International Foods Group.

On September 25, 2012, TOC and certain of its subsidiaries entered into a credit facilities agreement with two lenders, which provides for a €45,000 revolving credit facility covering working capital needs and a €3,000 pre-settlement facility covering currency hedging requirements. As of September 28, 2013 and December 29, 2012, €39,700 ($53,683) and €30,262 ($39,995)facility agreement dated May 22, 2013, to provide up to €4,500 to cover the working capital needs of TOC’s Bulgarian operations. The facility is secured by the accounts receivable and inventories of the Bulgarian operations and is fully guaranteed by TOC. Interest accrues under the facility based on Euribor plus a margin of 2.75%, and borrowings under the facility are repayable in full on April 30, 2015. As of April 5, 2014 and December 28, 2013, €1,875 ($2,569) and €2,385 ($3,276), respectively, of this facility had been utilized. The revolving credit facility is secured by the working capital of TOC and certain of its subsidiaries. The revolving credit facility and pre-settlement facility are due on demand with no set maturity date, and the credit limit may be extended or adjusted upon approval of the lenders. Interest costs under the facilities accrue based on either a loan margin of 1.75% or an overdraft margin of 1.85% plus the cost of funds as set by each of the lenders on a periodic basis. The cost of funds as set by the lenders was 0.13% at September 28, 2013.

On March 26, 2012, TOC entered into a €4,990 credit facility to pre-finance the construction of equipment for a cocoa processing facility located in Middenmeer, the Netherlands. As at July 18, 2013 and December 29, 2012, €4,990 ($6,495) and €3,493 ($4,616), respectively, of this facility had been utilized to fund the construction in process. Interest on borrowings under this facility accrued at 3.8% . On July 18, 2013, this facility was repaid through borrowings under a long-term lease facility (as described below under (4)).

On May 22, 2013, a subsidiary of TOC entered into a revolving credit facility agreement to provide up to €4,500 to cover the working capital needs of TOC’s Bulgarian operations. The facility is secured by the accounts receivable and inventories of the Bulgarian operations and is fully guaranteed by TOC. Interest accrues under the facility based on Euribor plus a margin of 2.75%, and borrowings under the facility are repayable in full on April 30, 2014. As of September 28, 2013, €777 ($1,051) was borrowed under this facility.

(3)

Opta Minerals credit facilities

These credit facilities are specific to the operations of Opta Minerals.

On April 30, 2013, Opta Minerals amended its credit agreement dated May 18, 2012, to provide for a Cdn $20,000 revolving term credit facility and a Cdn $52,500 non-revolving term credit facility. The revolving term credit facility matures on August 14, 2014, with the outstanding principal amount repayable in full on the maturity date. The principal amount of the non-revolving term credit facility is repayable in equal quarterly installments of approximately Cdn $1,312. Opta Minerals may be required to make additional repayments on the non-revolving term credit facility if certain financial covenants are not met (see below). The non-revolving term credit facility matures on May 18, 2017, with the remaining outstanding principal amount repayable in full on the maturity date.

Interest on the borrowings under these facilities accrues at the borrower’s option based on various reference rates including LIBOR, plus an applicable margin of 2.00% to 5.00% based on certain financial ratios of Opta Minerals. Opta Minerals utilizes interest rate swaps to hedge the interest payments on a portion of the borrowings under the non- revolving term credit facility (see note 4). As at April 5, 2014, the weighted-average interest rate on the credit facilities was 6.36%, after taking into account the related interest rate hedging activities.

The credit facilities are collateralized by a first priority security interest on substantially all of the assets of Opta Minerals, and are without recourse to SunOpta Inc.

As at March 31, 2014, Opta Minerals was not in compliance with certain financial covenants under its credit agreement, which constitutes an event of default under the credit agreement. On May 8, 2014, the lenders waived compliance with these covenants for the first quarter of 2014, and amended the credit agreement to reset the covenants for the quarterly periods ending June 30, 2014 through September 30, 2015. As it is not considered probable that Opta Minerals will violate the amended covenant requirements within the next 12 months, the non-revolving term credit facility continues to be classified as non-current on the consolidated balance sheet as at April 5, 2014. Also effective May 8, 2014, the credit agreement was further amended to extend the maturity date of the revolving term credit facility to August 14, 2015, and to increase the applicable margin on borrowings up to 5.50% based on certain financial ratios of Opta Minerals.

These credit facilities are specific to the operations of Opta Minerals.

On July 24, 2012, Opta Minerals amended its credit agreement dated May 18, 2012, to provide for a Cdn $15,000 revolving term credit facility and a Cdn $52,500 non-revolving term credit facility. The revolving term credit facility matures on August 14, 2014, with the outstanding principal amount repayable in full on the maturity date. The principal amount of the non-revolving term credit facility is repayable in equal quarterly installments of approximately Cdn $1,312. Opta Minerals may be required to make additional repayments on the non-revolving term credit facility if certain financial covenants are not met (see below). The non-revolving term credit facility matures on May 18, 2017, with the remaining outstanding principal amount repayable in full on the maturity date.

Interest on the borrowings under these facilities accrues at the borrower’s option based on various reference rates including LIBOR, plus an applicable margin of 2.00% to 3.50% based on certain financial ratios of Opta Minerals. Opta Minerals utilizes interest rate swaps to hedge the interest payments on a portion of the borrowings under the non-revolving term credit facility (see note 4). As at September 28, 2013, the weighted-average interest rate on the credit facilities was 5.36%, after taking into account the related interest rate hedging activities.

The credit facilities are collateralized by a first priority security interest on substantially all of the assets of Opta Minerals.

On April 30, 2013, Opta Minerals amended its credit agreement with its lenders to increase the revolving term credit facility to Cdn $20,000. On the same date, certain financial covenants under the credit agreement were amended for the


SUNOPTA INC. 1615 September 28, 2013April 5, 2014 10-Q



SunOpta Inc.
Notes to Consolidated Financial Statements
For the quarters ended September 28,April 5, 2014 and March 30, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)
 

periods ending June 30, 2013 and September 30, 2013. On June 28, 2013, the credit agreement was further amended in respect8. Other Expense (Income), Net

The components of certain financial covenants for the periods ended June 30, 2013, September 30, 2013 and December 31, 2013. As at June 30, 2013, Opta Minerals was in compliance with these financial covenants; however, Opta Minerals was not able to achieve the covenant requirements for the quarter ended September 30, 2013, which constitutes an event of default under the credit agreement. On October 31, 2013, Opta Minerals obtained a waiver from its lenders in respect of these financial covenants. On the same date, the credit agreement was amended to increase the applicable margin on borrowings up to 5.00% based on certain financial ratios of Opta Minerals. As it is not considered probable that Opta Minerals will meet the existing financial covenant requirements under the credit agreementother expense (income) are as at the next compliance date of December 31, 2013, the non-revolving term credit facility has been classified as current on the consolidated balance sheet as at September 28, 2013.follows:

 

 Quarter ended 

 April 5, 2014  March 30, 2013 

 

$ $ 

Fair value of contingent consideration(1)

 (1,373) - 

Severance and other rationalization costs

 159  287 

Acquisition-related transaction costs

 -  127 

Other

 73  (49)

 

 (1,141) 365 

(4)(1)Lease obligations

Fair value of contingent consideration

For the quarter ended April 5, 2014, the Company recorded a gain of $1,373 in connection with the settlement of the remaining earn-out related to the acquisition of Edner.

On October 1, 2012, TOC entered into a €4,990 lease facility to provide for long-term financing on equipment for the cocoa processing facility in the Netherlands. Interest on this facility accrues at an effective rate of 5.9% and the facility matures on October 1, 2019. Principal and accrued interest is repayable in equal monthly installments of €73. As at September 28, 2013 and December 29, 2012, €4,396 ($5,944) and €4,845 ($6,403), respectively, remained outstanding under this facility. On July 18, 2013, borrowings under this facility were applied to the repayment of the credit facility used to pre-finance the construction of the cocoa processing equipment (as described above under (2)). These borrowings had been previously recorded9. Earnings Per Share

Earnings (loss) per share are calculated as restricted cash on the consolidated balance sheet as at December 29, 2012.follows:

9. Stock-Based Compensation

For the three quarters ended September 28, 2013, the Company granted 1,054,000 options to employees that vest ratably on each of the first through fifth anniversary of the grant date and expire on the tenth anniversary of the grant date. These options had a weighted-average grant-date fair value of $4.44 per option. The following table summarizes the weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the options granted:

Exercise price$ 7.45
Dividend yield0%
Expected volatility63.1%
Risk-free interest rate1.3%
Expected life of options (in years)6.5
  Quarter ended 
 April 5, 2014  March 30, 2013 

Earnings from continuing operations attributable to SunOpta Inc.

$ 6,640 $ 5,183 

Loss from discontinued operations, net of income taxes

 -  (58)

Earnings attributable to SunOpta Inc.

$ 6,640 $ 5,125 

 

      

Basic weighted-average number of shares outstanding

 66,572,936  66,092,504 

Dilutive potential of the following:

      

     Employee/director stock options

 1,544,245  885,853 

     Warrants

 467,826  285,485 

Diluted weighted-average number of shares outstanding

 68,585,007  67,263,842 
       

Earnings per share - basic:

      

     - from continuing operations

$ 0.10 $ 0.08 

     - from discontinued operations

 -  - 
 $ 0.10 $ 0.08 
       

Earnings per share - diluted:

      

     - from continuing operations

$ 0.10 $ 0.08 

     - from discontinued operations

 -  - 
 $ 0.10 $ 0.08 

SUNOPTA INC. 1716 September 28, 2013April 5, 2014 10-Q



SunOpta Inc.
Notes to Consolidated Financial Statements
For the quarters ended September 28,April 5, 2014 and March 30, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)
 

10. Other Expense, Net

The components of other expense (income) are as follows:

      Quarter ended  Three quarters ended 
   September 28,  September 29,  September 28,  September 29, 
   2013  2012  2013  2012 
      
(a)Severance and other rationalization costs 522  -  1,390  1,295 
(b)Long-lived asset impairment charge 310  -  310  - 
(c)Acquisition-related transaction costs -  139  127  540 
 Other (45) 125  (28) 171 
   787  264  1,799  2,006 

(a)

Severance and other rationalization costs

For the quarter and three quarters ended September 28, 2013, Opta Minerals incurred severance and other costs in connection with the rationalization and integration of WGI Heavy Metals, Incorporated (“WGI”), which was acquired in August 2012. In addition, the Company recorded employee severance and other costs in connection with the closure of the Chelmsford, Massachusetts administrative office of the Ingredients Group and the idling of the Fargo, North Dakota grains processing facility of the Grains and Foods Group.

For the three quarters ended September 29, 2012, the Company recorded employee severance and other costs in connection with the rationalization of a number of operations and functions within SunOpta Foods in an effort to streamline operations, which included a reduction in its salaried workforce of approximately 6%, as well as severance payable to a former executive officer.

(b)

Long-lived asset impairment charge

For the three quarters ended September 28, 2013, Opta Minerals determined that the carrying amounts of certain intangible assets related to long-term licensing agreements were not recoverable, due to a decline in the cash flows generated under these arrangements. As a result, Opta Minerals recorded an impairment charge of $310 to write down these intangible assets to their estimated fair value.

(c)

Acquisition-related transaction costs

For the three quarters ended September 28, 2013, the Company incurred transaction costs in connection with the acquisition of OLC (see note 2). For the quarter and three quarters ended September 29, 2012, Opta Minerals incurred transaction costs related to the acquisitions of WGI and Babco Industrial Corp., which was acquired in February 2012.


SUNOPTA INC. 18 September 28, 2013 10-Q



SunOpta Inc.
Notes to Consolidated Financial Statements
For the quarters ended September 28, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)

11. Earnings (Loss) Per Share

Earnings (loss) per share are calculated as follows:

     Quarter ended  Three quarters ended 
  September 28,  September 29,  September 28,  September 29, 
  2013  2012  2013  2012 
Earnings (loss) from continuing operations 
     attributable to SunOpta Inc.
$  
2,913
  $
 5,692
  $
(6,883
) $
18,648
 
Earnings (loss) from discontinued 
     operations, net of income taxes
 
-
  
112
  
(360
) 
1,193
 
Earnings (loss) attributable to SunOpta Inc.$ 2,913 $ 5,804 $ (7,243)$ 19,841 
Basic weighted-average number of 
     shares outstanding
 
66,369,141
  
65,949,415
  
66,221,286
  
65,871,213
 
Dilutive potential of the following:            
     Employee/director stock options 1,389,346  571,131  1,017,574  525,840 
     Warrants 411,705  171,829  349,820  143,054 
Diluted weighted-average number of 
     shares outstanding
 
68,170,192
  
66,692,375
  
67,588,680
  
66,540,107
 
Earnings (loss) per share - basic:            
     - from continuing operations$ 0.04 $ 0.09 $ (0.10)$ 0.28 
     - from discontinued operations -  -  (0.01) 0.02 
 $ 0.04 $ 0.09 $ (0.11)$ 0.30 
Earnings (loss) per share - diluted:            
     - from continuing operations$ 0.04 $ 0.09 $ (0.10)$ 0.28 
     - from discontinued operations -  -  (0.01) 0.02 
 $ 0.04 $ 0.09 $ (0.11)$ 0.30 

For the quarter ended September 28,March 30, 2013, options to purchase 24,000 (September 29, 2012 - 2,048,700) common shares have been excluded from the calculation of potential dilutive common shares due to their anti-dilutive effect. For the three quarters ended September 28, 2013, options to purchase 144,000 (September 29, 2012 - 2,065,700) common shares have been excluded from the calculation of potential dilutive common shares due to their anti-dilutive effect.

For the three quarters ended September 28, 2013, all potential dilutive817,000 common shares were excluded from the calculation of diluted lossearnings per share due to their anti-dilutive effect of reducing the loss per share.effect.

SUNOPTA INC. 19 September 28, 2013 10-Q



SunOpta Inc.
Notes to Consolidated Financial Statements
For the quarters ended September 28, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)

12.10. Supplemental Cash Flow Information

    Quarter ended  Three quarters ended  Quarter ended 
 September 28,  September 29,  September 28,  September 29,  April 5, 2014  March 30, 2013 
 2013  2012  2013  2012 $ $ 
    
            
Changes in non-cash working capital, net of            
businesses acquired:            

Changes in non-cash working capital, net of businesses acquired:

    
Accounts receivable 572  (3,319) (6,869) (21,223) (27,277) (4,483)
Inventories 1,847  6,623  7,351  11,831  5,214  (4,016)
Income tax recoverable 942  1,682  1,313  3,179  3,343  (493)
Prepaid expenses and other current assets 1,649  (57) 3,415  2,837  (1,541) 2,919 
Accounts payable and accrued liabilities (3,605) 3,619  (13,183) (1,191) (10,009) (18,069)
Customer and other deposits (3,267) (1,086) 1,126  2,646  4,380  3,966 
 (1,862) 7,462  (6,847) (1,921) (25,890) (20,176)

As at September 28, 2013,April 5, 2014, cash and cash equivalents included $3,226$2,565 (December 29, 201228, 2013 - $3,966)$4,084) that was specific to Opta Minerals and cannot be utilized by the Company for general corporate purposes.

13.11. Commitments and Contingencies

(a)Colorado Sun Oil Processing LLC dispute

Colorado Mills and SunOpta Grains and Foods Inc. (formally Sunrich LLC, herein “Grains and Foods”), a wholly-owned subsidiary of the Company, organized a joint venture through CSOP. The purpose of the joint venture was to construct and operate a vegetable oil refinery adjacent to Colorado Mills’ sunflower seed crush plant located in Lamar, Colorado. During the relationship, disputes arose between the parties concerning management of the joint venture, record-keeping practices, certain unauthorized expenses incurred on behalf of the joint venture by Colorado Mills, procurement of crude oil by Sunrich from Colorado Mills for processing at the joint venture refinery, and the contract price of crude oil offered for sale under an output term of the joint venture agreement.

The parties initiated a dispute resolution process as set forth in the joint venture agreement, which Colorado Mills aborted prematurely through the initiation of suit in Prowers County District Court, Colorado on March 16, 2010. Subsequent to the filing of that suit, Colorado Mills acted with an outside creditor of the joint venture to involuntarily place the joint venture into bankruptcy. In August 2011, as part of the bankruptcy proceeding initiated in June 2010 in the U.S. Bankruptcy Court, District of Colorado, Colorado Mills purchased substantially all of the assets of the joint venture.

A separate arbitration proceeding occurred between Grains and Foods and Colorado Mills to resolve direct claims each party asserted against the other. The case was arbitrated during the week of August 8, 2011 and proposed findings were filed on September 13, 2011. On January 4, 2012 the arbitrator entered an award denying Grains and Foods’ claims and awarding Colorado Mills $4,816 for its breach of contract claim and $430 for accrued interest. The Company subsequently filed a motion to vacate the arbitration award on March 30, 2012 in Prowers County District Court. Colorado Mills filed a response on April 20, 2012. The Company filed a reply on April 27, 2012. The Prowers County District Court denied the Company’s motion and entered judgment on the arbitration award on July 6, 2012 in the amount of $4,816. On July 13, 2012, the Company bonded the judgment in the amount of $6,875, or approximately 125% of the judgment amount, to stay execution of the judgment pending the Company’s filing of an appeal to the

SUNOPTA INC.20 September 28, 2013 10-Q



SunOpta Inc.
Notes to Consolidated Financial Statements
For the quarters ended September 28, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)

Colorado Court of Appeals. On August 20, 2012, the Company appealed from the judgment to the Colorado Court of Appeals.

The Colorado Court of Appeals affirmed the judgment, and the Company petitioned for re-hearing. While the petition for re-hearing was pending, the parties settled the matter on June 18, 2013 (see note 3). The settlement was on a full and final basis, it formally concluded all extant business dealings between the parties, and ended all open litigation matters. As a result, all disputes between the parties have now been resolved.

(b)Other claims

Various additional claims and potential claims arising in the normal course of business are pending against the Company. It is the opinion of management that the amount of potential liability, if any, to the Company is not determinable. Management believes the final determination of these claims or potential claims will not materially affect the financial position or results of the Company.

14.12. Segmented Information

In the fourth quarter of 2013, the Company implemented changes to its organizational structure to align and focus the operations of SunOpta Foods on three key “go-to-market” categories: raw material sourcing and supply; value-added ingredients; and consumer-packaged products. Consequently, the Company realigned the operating segments of SunOpta Foods to reflect the resulting changes in management reporting and accountability to the Company’s Chief Executive Officer. The Company believes this operational structure better aligns with SunOpta Foods’ integrated “field-to-table” business model and product portfolio. The segment information presented below for the quarter ended March 30, 2013 has been restated to reflect the realigned operating segments of SunOpta Foods. The Opta Minerals operating segment remained unchanged.

Effective with the realignment, the Company operates in the following businessfour reportable segments:

(a)

SunOpta Foodssources, processes, packages and markets a wide range of natural, organic and specialty raw materials, ingredients and packaged food products, with a focus on soy, corn, sunflower, fruit, fiber and other natural and organic food products. There

  • Global Sourcing and Supply aggregates the Company’s North American raw grain and sunflower operating segment and its international organic ingredient operating segment, which are four operating segments within SunOpta Foods:

i.

Grains and Foods Groupis focused on vertically integrated sourcing, processing, packaging and marketing of grains, grain-based ingredients and packaged products;

ii.

Ingredients Groupis focused primarily on insoluble oat and soy fiber products, and specialty fruit ingredients, and works closely with its customers to identify product formulation, cost and productivity opportunities aimed at transforming raw materials into value-added food ingredient solutions;

iii.

Consumer Products Groupprovides natural and organic consumer packaged food products to major global food manufacturers, distributors and supermarket chains with a variety of branded and private label products; and

iv.

International Foods Groupincludes European and North American based operations that source and supply raw materials, ingredients and trade organic commodities.

(b)

Opta Mineralsprocesses, distributes and recycles industrial minerals, silica-free abrasives, and specialty sands for use in the steel, foundry, loose abrasive cleaning, and municipal water filtration industries.

(c)

Corporate Servicesprovide a variety of management, financial, information technology, treasury and administration services to the operating segments from the head office in Brampton, Ontario, and information technology and shared services from its office in Edina, Minnesota.

The Company’s assets, operations and employees are principally located in the U.S., Canada, Europe, China and Ethiopia. Revenues are allocated based on the locationprocurement and sale of the customer.

Other expense, interest expensespecialty and provision for income taxes are not allocated to operating segments.

organic grains and seeds, raw material ingredients, and organic commodities.
SUNOPTA INC.2117 September 28, 2013April 5, 2014 10-Q


SunOpta Inc.
Notes to Consolidated Financial Statements
For the quarters ended September 28,April 5, 2014 and March 30, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)
 

In addition, Corporate Services provides a variety of management, financial, information technology, treasury and administration services to each of the operating segments from the Company’s head office in Brampton, Ontario, and information technology and shared services from its office in Edina, Minnesota.

When reviewing the operating results of the Company’s operating segments, management uses segment revenues from external customers and segment operating income to assess performance and allocate resources. Segment operating income excludes other income or expense items and goodwill impairment losses. In addition, interest expense and income amounts, and provisions for income taxes are not allocated to operating segments.

      Quarter ended 
  April 5, 2014 
  Global  Value             
  Sourcing  Added  Consumer  SunOpta  Opta  Consol- 
  and Supply  Ingredients  Products  Foods  Minerals  idated 
 $ $ $ $ $ $ 

Segment revenues from external customers

 143,358  37,748  117,876  298,982  34,545  333,527 

Segment operating income

 3,058  2,347  7,936  13,341  1,025  14,366 

Corporate Services

                (2,282)

Other income, net

                1,141 

Interest expense, net

                (2,148)

Earnings from continuing operations before income taxes

           11,077 

  Quarter ended 
        September 28, 2013 
  SunOpta  Opta  Corporate    
  Foods  Minerals  Services  Consolidated 
 $ $ $ $ 
External revenues by market:            
     U.S. 215,314  20,236  -  235,550 
     Canada 9,167  6,648  -  15,815 
     Europe and other 43,315  8,043  -  51,358 
Total revenues from external customers 267,796  34,927  -  302,723 
             
Segment operating income (loss) 10,430  1,704  (2,298) 9,836 
             
Other expense, net          787 
Goodwill impairment          3,552 
Interest expense, net          1,957 
Provision for income taxes          1,343 
Earnings from continuing operations          2,197 

  Quarter ended 
           September 28, 2013 
  Grains and     Consumer  International    
  Foods  Ingredients  Products  Foods  SunOpta 
  Group  Group  Group  Group  Foods 
 $ $ $ $ $ 
External revenues by market:               
     U.S. 124,968  22,042  46,945  21,359  215,314 
     Canada 4,611  1,198  1,811  1,547  9,167 
     Europe and other 13,472  722  562  28,559  43,315 
Total revenues from external customers 143,051  23,962  49,318  51,465  267,796 
                
Segment operating income 7,227  1,649  628  926  10,430 
  Quarter ended 
  March 30, 2013 
  Global  Value             
  Sourcing  Added  Consumer  SunOpta  Opta  Consol- 
  and Supply  Ingredients  Products  Foods  Minerals  idated 
 $ $ $ $ $ $ 

Segment revenues from external customers

 124,909  31,505  90,186  246,600  36,225  282,825 

Segment operating income

 1,673  2,000  5,951  9,624  2,463  12,087 

Corporate Services

                (1,411)

Other expense, net

                (365)

Interest expense, net

                (1,690)

Earnings from continuing operations before income taxes

           8,621 

SUNOPTA INC.2218 September 28, 2013April 5, 2014 10-Q


SunOpta Inc.
Notes to Consolidated Financial Statements
For the quarters ended September 28, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)

  Quarter ended 
        September 29, 2012 
  SunOpta  Opta  Corporate    
  Foods  Minerals  Services  Consolidated 
     
External revenues by market:            
     U.S. 201,878  20,003  -  221,881 
     Canada 6,294  7,999  -  14,293 
     Europe and other 38,187  4,978  -  43,165 
Total revenues from external customers 246,359  32,980  -  279,339 
             
Segment operating income (loss) 10,835  3,280  (1,424) 12,691 
             
Other expense, net          264 
Interest expense, net          2,339 
Provision for income taxes          3,947 
Earnings from continuing operations          6,141 

  Quarter ended 
           September 29, 2012 
  Grains and     Consumer  International    
  Foods  Ingredients  Products  Foods  SunOpta 
  Group  Group  Group  Group  Foods 
 $ $ $ $ $ 
External revenues by market:               
     U.S. 123,661  18,268  41,310  18,639  201,878 
     Canada 2,997  1,149  195  1,953  6,294 
     Europe and other 13,259  856  131  23,941  38,187 
Total revenues from external customers 139,917  20,273  41,636  44,533  246,359 
                
Segment operating income (loss) 8,780  878  (544) 1,721  10,835 

SUNOPTA INC.23 September 28, 2013 10-Q



SunOpta Inc.
Notes to Consolidated Financial Statements
For the quarters ended September 28, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)

        Three quarters ended 
        September 28, 2013 
  SunOpta  Opta  Corporate    
  Foods  Minerals  Services  Consolidated 
     
External revenues by market:            
     U.S. 622,629  61,538  -  684,167 
     Canada 28,013  20,103  -  48,116 
     Europe and other 137,462  26,973  -  164,435 
Total revenues from external customers 788,104  108,614  -  896,718 
             
Segment operating income (loss) 34,338  5,070  (5,596) 33,812 
             
Other expense, net          1,799 
Goodwill impairment          3,552 
Interest expense, net          5,885 
Impairment loss on investment          21,495 
Provision for income taxes          8,576 
Loss from continuing operations          (7,495)

           Three quarters ended 
           September 28, 2013 
  Grains and     Consumer  International    
  Foods  Ingredients  Products  Foods  SunOpta 
  Group  Group  Group  Group  Foods 
      
External revenues by market:               
     U.S. 354,135  61,243  143,991  63,260  622,629 
     Canada 14,316  3,641  4,622  5,434  28,013 
     Europe and other 50,004  2,574  981  83,903  137,462 
Total revenues from external customers 418,455  67,458  149,594  152,597  788,104 
                
Segment operating income 24,251  3,601  2,508  3,978  34,338 

SUNOPTA INC.24 September 28, 2013 10-Q



SunOpta Inc.
Notes to Consolidated Financial Statements
For the quarters ended September 28, 2013 and September 29, 2012
(Unaudited)
(Expressed in thousands of U.S. dollars, except per share amounts)

        Three quarters ended 
        September 29, 2012 
  SunOpta  Opta  Corporate    
  Foods  Minerals  Services  Consolidated 
     
External revenues by market:            
     U.S. 585,642  56,637  -  642,279 
     Canada 24,393  22,764  -  47,157 
     Europe and other 118,414  13,125  -  131,539 
Total revenues from external customers 728,449  92,526  -  820,975 
             
Segment operating income (loss) 36,423  8,178  (4,781) 39,820 
             
Other expense, net          2,006 
Interest expense, net          7,480 
Provision for income taxes          10,302 
Earnings from continuing operations          20,032 

           Three quarters ended 
           September 29, 2012 
  Grains and     Consumer  International    
  Foods  Ingredients  Products  Foods  SunOpta 
  Group  Group  Group  Group  Foods 
      
External revenues by market:               
     U.S. 346,507  55,804  133,246  50,085  585,642 
     Canada 12,238  4,049  1,311  6,795  24,393 
     Europe and other 38,351  2,555  1,322  76,186  118,414 
Total revenues from external customers 397,096  62,408  135,879  133,066  728,449 
                
Segment operating income (loss) 27,662  2,946  (549) 6,364  36,423 

SUNOPTA INC.25 September 28, 2013 10-Q


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Financial Information

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the interim consolidated financial statements, and notes thereto, for the quarter ended April 5, 2014 contained under Item 1 of this Quarterly Report on Form 10-Q (“Form 10-Q”) and in conjunction with the annual consolidated financial statements, and notes thereto, contained in the Annual Report on Form 10-K for the fiscal year ended December 29, 201228, 2013 (“Form 10-K”). Unless otherwise indicated herein, the discussion and analysis contained in this MD&A includes information available to November 6, 2013.May 14, 2014.

Certain statements contained in this MD&A may constitute forward-looking statements as defined under securities laws. Forward-looking statements may relate to our future outlook and anticipated events or results and may include statements regarding our future financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes, plans and objectives. In some cases, forward-looking statements can be identified by terms such as “anticipate”, “estimate”, “intend”, “project”, “potential”, “continue”, “believe”, “expect”, “could”, “would”, “should”, “might”, “plan”, “will”, “may”, “predict”, or other similar expressions concerning matters that are not historical facts. To the extent any forward-looking statements contain future-oriented financial information or financial outlooks, such information is being provided to enable a reader to assess our financial condition, material changes in our financial condition, our results of operations, and our liquidity and capital resources. Readers are cautioned that this information may not be appropriate for any other purpose, including investment decisions.

Forward-looking statements contained in this MD&A are based on certain factors and assumptions regarding expected growth, results of operations, performance, and business prospects and opportunities. While we consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Forward-looking statements are also subject to certain factors, including risks and uncertainties that could cause actual results to differ materially from what we currently expect. These factors are more fully described in the “Risk Factors” section at Item 1A of the Form 10-K.

Forward-looking statements contained in this commentary are based on our current estimates, expectations and projections, which we believe are reasonable as of the current date. You should not place undue importance on forward-looking statements and should not rely upon this information as of any other date. Other than as required under securities laws, we do not undertake to update any forward-looking information at any particular time.

All dollar amounts in this MD&A are expressed in thousands of U.S. dollars, except per share amounts, unless otherwise noted.

Operational RealignmentCalendar Year

We areoperate on a fiscal calendar that results in a given fiscal year consisting of a 52- or 53-week period ending on the processSaturday closest to December 31. Fiscal year 2014 will be a 53-week period ending on January 3, 2015, with quarterly periods ending on April 5, July 5 and October 4, 2014, whereas fiscal year 2013 was a 52-week period ending on December 28, 2013, with quarterly periods ending on March 30, June 29 and September 28, 2013. As a result, the first quarter of realigning our operations2014 consisted of a 14-week period, compared with a 13-week period for the first quarter of 2013. Except as otherwise noted in this MD&A, the impact of the additional week on our results of operations for the first quarter of 2014 was insignificant relative to the first quarter of 2013.

Operational Realignment

In the fourth quarter of 2013, we realigned the operating segments of SunOpta Foods to focus on three key ‘go-to-market’ segments:“go-to-market” categories: raw material sourcing and supply; value-added ingredients; and consumer-packaged products. We believe this new operational structure will better alignaligns with our integrated ‘field-to-table’“field to table” business model and product portfolio. In addition, we believe this new structure will better supportsupports our strategy of growing our value-added packaged foods and ingredients portfolios, and leveraging our sourcing and supply capabilities and production capacity. We are targetingEffective with the fourth quarter of 2013 to haverealignment, SunOpta Foods operates in the following three reportable segments: Global Sourcing and Supply (with incorporates our North American raw grain and sunflower operating segments realigned accordingly, with thesegment and our international organic ingredient operating segment); Value Added Ingredients; and Consumer Products. The Opta Minerals operating segment remained unchanged. The segmented operations information provided in our consolidated financial statementsthe Consolidated Financial Statements and this MD&A for fiscalthe quarter ended March 30, 2013 and comparative periods updatedhas been restated to reflect these realigned operatingreportable segments.

Business Development

Cocoa Processing Facility

In the third quarter of 2013, we completed the construction and commissioning of our cocoa processing facility in Middenmeer, the Netherlands, which will specialize in the processing of organic and fair trade certified cocoa beans into derivatives, such as organic cocoa powder, butter and liquor. Operating as “Crown of Holland”, the facility provides needed capacity to accommodate our organic and specialty cocoa business that was previously processed by third parties. All cocoa beans processed at this facility are expected to be sourced internally through our international sourcing and supply operation.

SUNOPTA INC.2619 September 28, 2013April 5, 2014 10-Q


The facility is expected to ramp-up production capabilities and volumeBusiness Development during the fourthFirst Quarter of 2014

In the first quarter of 2013. Once fully operational, the facility will have an annual processing capacity of approximately 9,000 metric tons of raw cocoa.

Expansion of Aseptic Processing and Packaging Operations

We have expanded the Grains and Foods Group’s2014, we initiated a further expansion to our aseptic processing and packaging operations in Modesto, California, in order to meet committed customer demand and Alexandria, Minnesotaenable new growth opportunities. In connection with the installation of an additional multi-serve filler (liter/quart) at each operation, as well asthis expansion, we are adding a single-serve (200/250ml) fillerthird processor at the Modesto operation. Each of these fillers was in productionfacility, which is expected to be commissioned during the third quarter of 2013. A second single-serve filler for the Modesto operation is expected2014. We also expect to be operational late in the fourth quarter of 2013. The addition of further processing and packaging capabilities is in response to continued growth in the non-dairy and alternative beverage categories that we currently serve, as well as adjacent categories such as organic dairy and nutritional beverages. The new fillers also provide unique capabilities and are expected to provide opportunities to bring new and innovative products in a newadd additional aseptic package format to the market, which we expect will further enhance the profitability of these operations.

Pouch Filling Operation

In September 2012, we completed the commissioning of two flexible re-sealable pouch filling lines at our facility located in Allentown, Pennsylvania. As these first two lines have reached capacity through committed long-term contracts, we have installed two additional pouch filling lines at the Allentown facility. These two additional lines were commissioned in July 2013 and were operational in the third quarter of 2013. The flexible re-sealable pouch is applicable to a wide range of product categories including natural and organic fruit and vegetable snacks, apple sauces, tomato products, baby food, yogurts, toppings and a variety of beverages.

Bulgarian Processing Operation

On December 31, 2012, we acquired a grains handling and processing facility located in Silistra, Bulgaria and operated as the Organic Land Corporation OOD (“OLC”), for cash consideration of $3,898. The facility is located near a protected and chemical free agricultural area, which produces organic products including sunflower, flax seed, corn, barley and soybeans. We have been sourcing non-genetically modified (“non-GMO”) sunflower kernel from OLC since late 2011. This acquisition diversified our non-GMO and organic sunflower processing operations and should allow us to expand our capabilities into the other organic products grown in the region subsequent to expanding production capabilities expected to be completed in late 2013. OLC’s operations are included in the International Foods Group.

WGI Heavy Minerals, Incorporated

In August 2012, Opta Minerals paid $14,098 in cash to acquire approximately 94% of the outstanding common shares of WGI Heavy Metals, Incorporated (“WGI”). In November 2012, Opta Minerals completed the acquisition of the remaining outstanding common shares of WGI for cash consideration of $870. WGI’s principal business is the processing and sale of industrial abrasive minerals, and the sourcing, assembly and sale of ultra-high pressure water jet cutting machine replacement parts and components. This acquisition complemented Opta Minerals’ existing product portfolio and expands product line offerings to new and existing customers.

Babco Industrial Corp.

In February 2012, Opta Minerals acquired all of the outstanding common shares of Babco Industrial Corp. (“Babco”) located in Regina, Saskatchewan for cash at closing of $17,530 plus contingent consideration of up to $1,300 based on the achievement of certain earnings targetsModesto plant over the next five years. Babco is an industrial processorcourse of petroleum coke. This acquisition complemented Opta Minerals’ existing2014 in order to meet increased product portfolio and provides for additional product line offerings todemand from new and existing customers in the region.

Impairment Loss on Investment

On August 31, 2010, we sold 100%across a broad array of our ownership interest in SunOpta BioProcess Inc. to Mascoma in exchange for an equity ownership position in Mascoma, consisting of preferred stock, common stockcategories including non-dairy, nutritional beverages and warrants to purchase common stock of Mascoma.dairy. The fair value of the non-cash consideration received was estimated to be $33,345 as of the date of sale, and we recognized a non-cash gain on sale in discontinued operations in the third quarter of 2010. We account for our investment

SUNOPTA INC.27 September 28, 2013 10-Q


in Mascoma using the cost method, as we do not have the ability to exercise significant influence over the operating and financial policies of Mascoma.

In evaluating whether ourcontinued investment in Mascomaour aseptic platform is recoverable each reporting period, we consider information relevantdirectly aligned with our core strategies to the estimation of Mascoma’s enterprise valueaggressively grow our value-added ingredients and stock price, including external factors such as the stock prices of comparable publicly-traded renewable energy companies. We also consider the commercial viabilitypackaged foods portfolio, and future earnings prospects of Mascoma’s productsto leverage our integrated platform to become a pure play natural and technologies, as well as Mascoma’s ability to raise additional capital to fund its operational requirements.organic foods company.

As at June 29, 2013, we concluded that the $33,845 carrying value of our investment in Mascoma was impaired and that the impairment was other-than-temporary, based on information provided by Mascoma and consideration of external factors. We completed a valuation analysis based on information available to us and determined that the estimated fair value of our investment in Mascoma was $12,350 at June 29, 2013. As a result, we recorded an other-than-temporary impairment loss of $21,495 in the second quarter of 2013.

Goodwill Impairment

Opta Minerals performed its annual impairment test for goodwill as at September 30, 2013, and recognized a non-cash goodwill impairment loss of $3,552 related to one of its reporting units in the third quarter of 2013. Due to increased competition and reduced demand for industrial minerals in markets along the U.S. east coast, the operating profits and cash flows of the reporting unit were lower than expected in the fourth quarter of 2012 and first three quarters of 2013, reflecting reduced sales volumes, price concessions causing lower gross margins, and lower utilization of plant capacity. The goodwill associated with the reporting unit was fully deductible for tax purposes.

Strategic Divestitures

Purity Life Natural Health Products

On June 5, 2012, we completed the sale of Purity Life Natural Health Products (“Purity”), our Canadian natural health products distribution business, for consideration of $13,443 (Cdn $14,000) in cash at closing, plus up to approximately $672 (Cdn $700) if Purity achieved certain earnings targets during the one-year period following the closing date. The earnings targets were not met and, therefore, no contingent consideration was recognized. The divestiture of Purity completed our exit from all non-core distribution businesses. Purity was formerly part of the International Foods Group.

Colorado Sun Oil Processing LLC

In August 2011, we disposed of our interest in the Colorado Sun Oil Processing LLC (“CSOP”) joint venture to Colorado Mills, LLC (“Colorado Mills”) pursuant to the outcome of related bankruptcy proceedings. CSOP operated a vegetable oil refinery adjacent to Colorado Mills’ sunflower crush plant. CSOP was formerly part of the Grains and Foods Group.

On June 18, 2013, we reached an agreement with Colorado Mills to settle a separate arbitration proceeding related to the joint venture agreement (see note 13 to the interim consolidated financial statements). In connection with the settlement, we paid Colorado Mills $5,884, consisting of cash and equipment in use at the CSOP refinery. An accrual for the settlement, including accrued interest costs, was included in accounts payable and accrued liabilities on the consolidated balance sheet as at December 29, 2012. The expenses of CSOP included in discontinued operations for the three quarters ended September 28, 2013 and for the quarter and three quarters ended September 29, 2012, related to legal fees and period interest costs incurred by the Company in connection with the arbitration proceeding.

SUNOPTA INC.28 September 28, 2013 10-Q


Consolidated Results of Operations for the quarters ended September 28, 2013 and September 29, 2012

 September 28,  September 29,       
For the quarter ended 2013  2012  Change  Change  April 5, 2014  March 30, 2013  Change  Change 
    % $ $ $  % 
Revenue                       
SunOpta Foods 267,796  246,359  21,437  8.7%  298,982  246,600  52,382  21.2% 
Opta Minerals 34,927  32,980  1,947  5.9%  34,545  36,225  (1,680) -4.6% 
Total Revenue 302,723  279,339  23,384  8.4%  333,527  282,825  50,702  17.9% 
                        
Gross Profit                        
SunOpta Foods 25,758  26,205  (447) -1.7%  32,528  27,013  5,515  20.4% 
Opta Minerals 5,725  6,976  (1,251) -17.9%  4,899  7,237  (2,338) -32.3% 
Total Gross Profit 31,483  33,181  (1,698) -5.1%  37,427  34,250  3,177  9.3% 
                        
Segment Operating Income (Loss)(1)                        
SunOpta Foods 10,430  10,835  (405) -3.7%  13,341  9,624  3,717  38.6% 
Opta Minerals 1,704  3,280  (1,576) -48.0%  1,025  2,463  (1,438) -58.4% 
Corporate Services (2,298) (1,424) (874) -61.4%  (2,282) (1,411) (871) -61.7% 
Total Segment Operating Income 9,836  12,691  (2,855) -22.5%  12,084  10,676  1,408  13.2% 
                        
Other expense, net 787  264  523  198.1% 
Goodwill impairment 3,552  -  3,552  n/m 
Earnings from continuing operations            
before the following 5,497  12,427  (6,930) -55.8% 

Other expense (income), net

 (1,141) 365  (1,506) -412.6% 

Earnings from continuing operationsbefore the following

 13,225  10,311  2,914  28.3% 
Interest expense, net 1,957  2,339  (382) -16.3%  2,148  1,690  458  27.1% 
Provision for income taxes 1,343  3,947  (2,604) -66.0%  4,457  3,275  1,182  36.1% 
Earnings from continuing operations 2,197  6,141  (3,944) -64.2%  6,620  5,346  1,274  23.8% 
Earnings (loss) attributable to            
non-controlling interests (716) 449  (1,165) -259.5% 
Earnings from discontinued operations,            
net of taxes -  112  (112) -100.0% 

Earnings (loss) attributable to non- controlling interests

 (20) 163  (183) -112.3% 

Loss from discontinued operations, net of taxes

 -  (58) 58  n/m 
                        
Earnings attributable to SunOpta Inc.(2) 2,913  5,804  (2,891) -49.8% 

Earnings attributable to SunOpta Inc.

 6,640  5,125  1,515  29.6% 

SUNOPTA INC.29September 28, 2013 10-Q



(1)

When assessing the financial performance of our operating segments, we use an internal measure of operating income that excludes other income/expense items and any goodwill impairment losses determined in accordance with U.S. generally accepted accounting principles (“GAAP”).GAAP. This measure is the basis on which management, including the Chief Executive Officer, assesses the underlying performance of our operating segments. We believe that disclosing this non-GAAP measure assists investors in comparing financial performance across reporting periods on a consistent basis by excluding items that are not indicative of our core operating performance. However, the non-GAAP measure of operating income should not be considered in isolation or as a substitute for performance measures calculated in accordance with U.S. GAAP. The following table presents a reconciliation of segment“segment operating income (loss) to “earnings (loss) from continuing operations before the following”, which we consider to be the most directly comparable U.S. GAAP financial measure.


   Grains     Consumer  International             
   and Foods  Ingredients  Products  Foods  SunOpta  Opta  Corporate  Consol- 
   Group  Group  Group  Group  Foods  Minerals  Services  idated 
 For the quarter ended        
 September 28, 2013                        
 Segment operating income (loss) 7,227  1,649  628  926  10,430  1,704  (2,298) 9,836 
 Other income (expense), net (163) (192) (10) (14) (379) (409) 1  (787)
 Goodwill impairment -  -  -  -  -  (3,552) -  (3,552)
 Earnings (loss) from continuing
   operations before the
   following
 

7,064
  

1,457
  

618
  

912
  

10,051
  

(2,257
) 

(2,297
) 

5,497
 
                          
 September 29, 2012                        
 Segment operating income (loss) 8,780  878  (544) 1,721  10,835  3,280  (1,424) 12,691 
 Other income (expense), net 6  -  (46) -  (40) (208) (16) (264)
 Earnings (loss) from continuing
   operations before the
   following
 

8,786
  

878
  

(590
) 

1,721
  

10,795
  

3,072
  

(1,440
) 

12,427
 
SUNOPTA INC.20April 5, 2014 10-Q


 

 

 Global  Value                
 

 

 Sourcing  Added  Consumer  SunOpta  Opta  Corporate  Consol- 
 

 

 and Supply  Ingredients  Products  Foods  Minerals  Services  idated 
 

For the quarter ended

$ $ $   $ $ 
 

April 5, 2014

                     
 

Segment operating income (loss)

 3,058  2,347  7,936  13,341  1,025  (2,282) 12,084 
 

Other income (expense), net

 (6) -  1,287  1,281  (119) (21) 1,141 
 

Earnings (loss) from continuing operations before the following

 3,052  2,347  9,223  14,622  906  (2,303) 13,225 
 

 

                     
 

March 30, 2013

                     
 

Segment operating income (loss)

 1,673  2,000  5,951  9,624  2,463  (1,411) 10,676 
 

Other income (expense), net

 (55) (127) 119  (63) (238) (64) (365)
 

Earnings (loss) from continuing operations before the following

 1,618  1,873  6,070  9,561  2,225  (1,475) 10,311 

We believe that investors’ understanding of our financial performance is enhanced by disclosing the specific items that we exclude from segment operating income. However, any measure of operating income excluding any or all of these items is not, and should not be viewed as, a substitute for operating income prepared under U.S. GAAP. These items are presented solely to allow investors to more fully understand how we assess financial performance.

(2)

When assessing our financial performance, we use an internal measure that excludes other income/expense items and impairment losses from earnings (loss) attributable to SunOpta Inc. determined in accordance with U.S. GAAP. We believe that the identification of these items enhances an analysis of our financial performance when comparing our operating results between periods, as we do not consider these items to be reflective of normal business operations. The following table presents a reconciliation of adjusted earnings from continuing operations from earnings attributable to SunOpta Inc., which we consider to be the most directly comparable U.S. GAAP financial measure.


      Per Diluted Share 
    
 Earnings attributable to SunOpta Inc. 2,913  0.04 
 Adjusted for:      
      Goodwill impairment (net of taxes of $1,252 and non-controlling interest of $780) 1,520  0.02 
      Other expense, net (net of taxes of $272 and non-controlling interest of $109) 406  0.01 
 Adjusted earnings from continuing operations 4,839  0.07 

We believe that investors’ understanding of our financial performance is enhanced by disclosing the specific items that we exclude from earnings (loss) attributable to SunOpta Inc. to compute adjusted earnings from continuing operations. However, adjusted earnings from continuing operations is not, and should not be viewed as, a substitute for earnings prepared under U.S. GAAP. Adjusted earnings from continuing operations is presented solely to allow investors to more fully understand how we assess our financial performance.

SUNOPTA INC.30 September 28, 2013 10-Q

Total revenuesRevenues for the quarter ended September 28, 2013April 5, 2014 increased by 8.4%17.9% to $302,723$333,527 from $279,339$282,825 for the quarter ended September 29, 2012.March 30, 2013. Revenues in SunOpta Foods increased by 8.7%21.2% to $267,796$298,982 and revenues in Opta Minerals increaseddecreased by 5.9%4.6% to $34,927.$34,545. Excluding the impact of changes including foreign exchange rates and commodity-related pricing, acquisitions and rationalized product lines, revenues increased approximately 8.0%22% on a consolidated basis and approximately 10.4%25% within SunOpta Foods. Also excluding the impact of the additional week of sales in the first quarter of 2014, revenues increased approximately 14% on a consolidated basis and approximately 16% within SunOpta Foods. Contributing to the increase in revenues within SunOpta Foods werewas higher sales volumes of value-added aseptically packaged beverage and re-sealable pouch products; strongstronger sales of organic ingredients in Europethe U.S. and the U.S.;Europe; and higher volumes of fruit ingredients and improved pricing for fruit ingredients. These factors were partially offset by declines in volumes and pricing for roasted sunflower and related by-product sales; and lower volumes and pricing for fiber ingredients.retail frozen foods. At Opta Minerals, the increasedecrease in revenues reflected incremental revenues from WGI (acquired August 2012), partially offset by lower salesvolumes of steel and magnesiumindustrial mineral products due to cyclicalweather-related slowdowns in theNorth America, as well as lower pricing on certain steel and infrastructure sectors.products due to competitive pressures.

Gross profit decreased $1,698,increased $3,177, or 5.1%9.3%, to $31,483$37,427 for the quarter ended September 28, 2013,April 5, 2014, compared with $33,181$34,250 for the quarter ended September 29, 2012.March 30, 2013. As a percentage of revenues, gross profit for the quarter ended September 28, 2013April 5, 2014 was 10.4%11.2% compared to 11.9%12.1% for the quarter ended September 29, 2012,March 30, 2013, a decrease of 1.5%0.9% . The decrease inWithin SunOpta Foods, the gross profit percentage primarilyof 10.9% for the first quarter of 2014 was virtually unchanged from 11.0% for the first quarter of 2013, which reflected reduced sunflower roasting volumes and pricing, as well as lower processing efficiencies and yields; start-up costs related to our cocoa processing facilitythe net effect of higher margins on organic ingredient sales in the Netherlands as well as commodity hedging losses relatedU.S. and Europe, and an increased contribution from higher margin aseptic beverage products; offset by weaker margins on organic feed sales that are expected to cocoa futures; lower production volumescontinue into the second half of 2014, and higher inputoperating costs for fiber ingredients; expansion and retrofit costs at our integrated juice production facilitydue in San Bernardino, California; and declining market prices for organic feed. All of these factors were partially offset by the strong growthpart to adverse weather conditions in higher margin consumer packaged aseptic beverage and re-sealable pouch products; and higher pricing and production volumes for fruit ingredients.North America. The decline in gross profit percentage at Opta Minerals reflected an unfavorable product mixdeclined to 14.2% in the first quarter of 2014, compared with 20.0% in the first quarter of 2013, primarily due to lower sales volumes ofpricing pressure on steel products and weather-related higher margin steel and magnesium products.operating costs.

Total segment operating income for the quarter ended September 28, 2013 decreasedApril 5, 2014 increased by $2,855,$1,408, or 22.5%13.2%, to $9,836,$12,084, compared with $12,691$10,676 for the quarter ended September 29, 2012.March 30, 2013. As a percentage of revenue, segment operating income was 3.2%3.6% for the quarter ended September 28, 2013,April 5, 2014, compared with 4.5%3.8% for the quarter ended September 29, 2012.March 30, 2013. The decreaseincrease in segment operating income reflected lowerhigher overall gross profit as described above, as well aspartially offset by a $1,283$1,627 increase in selling, general and administrative (“SG&A”) expenses, primarily related to higher compensation and other costs related tothe addition of a number of senior leadership resources in 2013 in connection with the operational realignment within SunOpta Foods, as well as increased headcount withinto support the International Foods Groupgrowth of our international sourcing and the acquisition of WGI by Opta Minerals. These factors were partially offset by the favorable impact of foreign exchange movements for the U.S. dollar relative to the euro and Canadian dollar.supply operations.

Further details on revenue, gross margin and segment operating income variances are provided below under “Segmented Operations Information”.

Other income for the quarter ended April 5, 2014 of $1,141 included a gain of $1,373 on the settlement of the earn-out related to the acquisition of Edner of Nevada, Inc. in December 2010, net of employee severance and other related costs. Other expense for the quarter ended September 28,March 30, 2013 of $787$365 included severance and other costs incurred by Opta Minerals in connection with rationalization and integration efforts at WGI; employee severance and other costs in connection with the closure of the Chelmsford, Massachusetts administrative offices of the Ingredients Groupoperational realignment within SunOpta Foods and the idlingrationalization and integration of the Fargo, North Dakota grains processing facilityacquired businesses by Opta Minerals, as well as acquisition-related transaction costs.

SUNOPTA INC.21April 5, 2014 10-Q

The increase in interest expense of the Grains and Foods Group; and an impairment charge of $310$458 to write down certain intangible assets of Opta Minerals. Other expense$2,148 for the quarter ended September 29, 2012 of $264 included transaction costs incurred by Opta Minerals related to the acquisitions of WGI and Babco.

In the third quarter of 2013, Opta Minerals recognized a goodwill impairment loss of $3,552 (as described above under “Goodwill Impairment”).

The decrease in interest expense of $382 to $1,957April 5, 2014, compared with $1,690 for the quarter ended September 28,March 30, 2013, compared with $2,339 forreflected an increased margin on borrowings under Opta Minerals’ credit facilities effective October 31, 2013, as well as higher borrowings under our European credit facilities to fund the quarter ended September 29, 2012, reflected lower borrowing costs associated with the renewalincreased working capital levels of our syndicated credit facilities in July 2012, partially offset by higher borrowings at SunOpta Foods to fund working capital.growing international sourcing and supply operations.

The provision for income tax for the quarter ended September 28, 2013April 5, 2014 was $1,343,$4,457, or 38.0%40.2% of earnings before taxes, compared with $3,947,$3,275, or 39.1%38.0% of earnings before taxes, for the quarter ended September 29, 2012. OurMarch 30, 2013. The increase reflected a discrete provision for an unrealized foreign exchange gain on certain intercompany balances for Canadian income tax purposes. Excluding discrete items, the annual effective income tax rate for fiscal 20132014 is expected to be between 37% and 39%, excluding discrete adjustments..

Loss attributable to non-controlling interests for the quarter ended September 28, 2013 was $716,April 5, 2014was $20, compared with earnings of $449$163 for the quarter ended September 29, 2012.March 30, 2013. The $1,165$183 decrease reflected lower net earnings at Opta Minerals, including the impact of the goodwill impairment loss, net of taxes.Minerals.

SUNOPTA INC.31 September 28, 2013 10-Q


Earnings from continuing operations attributable to SunOpta Inc. for the quarter ended September 28, 2013April 5, 2014 were $2,913,$6,640, as compared to earnings of $5,692$5,183 for the quarter ended September 29, 2012.March 30, 2013, an increase of $1,457 or 28.1% . Diluted earnings per share from continuing operations attributable to SunOpta Inc. were $0.04$0.10 for the quarter ended September 28, 2013,April 5, 2014, compared with diluted earnings per share of $0.09$0.08 for the quarter ended September 29, 2012.March 30, 2013.

EarningsLoss from discontinued operations of $112$58 for the quarter ended September 29, 2012March 30, 2013 reflected proceeds received on the settlement of the CSOP bankruptcy proceedings, partially offset by legal fees and interest costs in connection with arbitration proceedings related to the CSOP arbitration.Colorado Sun Oil Processing LLC, which was disposed of in August 2011. The arbitration proceedings were settled in June 2013.

On a consolidated basis, earnings attributable to SunOpta Inc. were $2,913 (diluted loss per share of $0.04) for the quarter ended September 28, 2013, compared withwe realized earnings of $5,804$6,640 (diluted earnings per share of $0.09)$0.10) for the quarter ended September 29, 2012.

Adjusting for the goodwill impairment loss and other expense, net, adjustedApril 5, 2014, compared with earnings from continuing operationsof $5,125 (diluted earnings per share of $0.08) for the quarter ended September 28, 2013 were $4,839 or $0.07 per diluted share.March 30, 2013.

SUNOPTA INC.22April 5, 2014 10-Q

Segmented Operations Information

SunOpta Foods                        
 September 28,  September 29,       
For the quarter ended 2013  2012  Change  % Change  April 5, 2014  March 30, 2013  Change  % Change 
                        
Revenues$ 267,796 $ 246,359 $ 21,437  8.7% $ 298,982 $ 246,600 $ 52,382  21.2% 
Gross margin 25,758  26,205  (447) -1.7%  32,528  27,013  5,515  20.4% 
Gross margin % 9.6%  10.6%     -1.0%  10.9%  11.0%     -0.1% 
                        
Operating income$ 10,430 $ 10,835 $ (405) -3.7% $��13,341 $ 9,624 $ 3,717  38.6% 
Operating income % 3.9%  4.4%     -0.5%  4.5%  3.9%     0.6% 

SunOpta Foods contributed $267,796$298,982 or 88.5%89.6% of consolidated revenue for the quarter ended September 28, 2013April 5, 2014, compared to $246,359with $246,600 or 88.2%87.2% of consolidated revenues for the quarter ended September 29, 2012,March 30, 2013, an increase of $21,437. Revenues in SunOpta Foods increased 8.7% compared to the quarter ended September 29, 2012.$52,382 or 21.2% . Excluding the impact of changes including foreign exchange rates and commodity-related pricing, and acquisitions and rationalized product lines, revenues increased approximately 10.4%25% in SunOpta Foods. Also excluding the additional week of sales in the first quarter of 2014, SunOpta Foods’ revenues increased approximately 16%. The table below explains the increase in revenue by groupreportable segment for SunOpta Foods:

SunOpta Foods Revenue Changes 
Revenues for the quarter ended September 29, 2012March 30, 2013$246,359246,600

Increase in the GrainsGlobal Sourcing and Foods GroupSupply

3,13418,449

Increase in theValue Added Ingredients Group

3,6896,243

Increase in the Consumer Products Group

7,682
               Increase in the International Foods Group6,93227,690
Revenues for the quarter ended September 28, 2013April 5, 2014$267,796298,982

SUNOPTA INC.32 September 28, 2013 10-Q


Gross margin in SunOpta Foods decreasedincreased by $447$5,515 for the quarter ended September 28, 2013April 5, 2014 to $25,758,$32,528, or 9.6%10.9% of revenues, compared to $26,205,with $27,013, or 10.6%11.0% of revenues for the quarter ended September 29, 2012.March 30, 2013. The table below explains the increase in gross margin by groupreportable segment for SunOpta Foods:

SunOpta Foods Gross Margin Changes 
Gross Marginmargin for the quarter ended September 29, 2012March 30, 2013$26,20527,013
               Decrease

Increase in the GrainsGlobal Sourcing and Foods GroupSupply

(1,865)2,148

Increase in theValue Added Ingredients Group

513669

Increase in the Consumer Products Group

1,386
               Decrease in the International Foods Group(481)2,698
Gross Marginmargin for the quarter ended September 28, 2013April 5, 2014$25,75832,528

SUNOPTA INC.23April 5, 2014 10-Q

Operating income in SunOpta Foods decreasedincreased by $405$3,717 for the quarter ended September 28, 2013April 5, 2014 to $10,430$13,341 or 3.9%4.5% of revenues, compared to $10,835with $9,624 or 4.4%3.9% of revenues for the quarter ended September 29, 2012.March 30, 2013. The table below explains the increase in operating income for SunOpta Foods:

SunOpta Foods Operating Income Changes 
Operating Incomeincome for the quarter ended September 29, 2012March 30, 2013$10,8359,624
               Decrease

Increase in gross margin, as notedexplained above

(447)5,515

Increase in corporate cost allocations

(268)(1,324)
               Decrease in SG&A costs247

Decrease in foreign exchange lossgains

63(286)

Increase in SG&A costs

(188)
Operating Incomeincome for the quarter ended September 28, 2013April 5, 2014$10,43013,341

Further details on revenue, gross margin and operating income variances within SunOpta Foods are provided in the segmented operations information that follows.

SUNOPTA INC.33 September 28, 2013 10-Q


Global Sourcing and Supply            
For the quarter ended April 5, 2014  March 30, 2013  Change  % Change 
             
Revenues$ 143,358 $ 124,909 $ 18,449  14.8% 
Gross margin 11,959  9,811  2,148  21.9% 
Gross margin % 8.3%  7.9%     0.4% 
             
Operating income$ 3,058 $ 1,673 $ 1,385  82.8% 
Operating income % 2.1%  1.3%     0.8% 

GrainsGlobal Sourcing and Foods Group

  September 28,  September 29,       
For the quarter ended 2013  2012  Change  % Change 
             
Revenues$ 143,051 $ 139,917 $ 3,134  2.2% 
Gross margin 12,815  14,680  (1,865) -12.7% 
Gross margin % 9.0%  10.5%     -1.5% 
             
Operating income$ 7,227 $ 8,780 $ (1,553) -17.7% 
Operating income % 5.1%  6.3%     -1.2% 

The Grains and Foods GroupSupply contributed $143,051$143,358 in revenues for the quarter ended September 28, 2013,April 5, 2014, compared to $139,917$124,909 for the quarter ended September 29, 2012, a $3,134March 30, 2013, an increase of $18,449 or 2.2% increase.14.8% . Excluding the impact of changes including foreign exchange rates and commodity-related pricing, revenues increased approximately 23% in Global Sourcing and Supply. Also excluding the additional week of sales in the first quarter of 2014, Global Sourcing and Supply’s revenues increased approximately 14%. The table below explains the increase in revenue:

GrainsGlobal Sourcing and Foods GroupSupply Revenue Changes 
Revenues for the quarter ended September 29, 2012March 30, 2013$139,917124,909
               Increased volume

Higher volumes of organic raw materials including alternative sweeteners, chia, quinoa, fruit and higher pricing on aseptically packaged beveragesvegetables

8,18026,183
               Improved pricing for commodity corn and

Higher volumes of non-GMO soy, partially offset by lower pricing for 
               organic feedcorn volumes, due in part to lower acreage from the 2013 harvest


6811,954
               Higher volumes of grain based ingredient products544
               Higher agronomy

Favorable impact on euro denominated sales due to the delayed planting season in 2013stronger euro relative to the U.S. dollar

2671,270
               Lower roasted sunflower

Higher volumes of planting seeds and sales of sunflower by-productsagronomy products

(5,037)413
               Lower volumes of commodity

Reduced pricing for organic food and feed products

(7,467)

Reduced pricing for non-GMO corn partially offset by higher volumes of organic feedand soy

(1,501)(3,904)
Revenues for the quarter ended September 28, 2013April 5, 2014$143,051143,358

SUNOPTA INC.3424 September 28, 2013April 5, 2014 10-Q


Gross margin in the GrainsGlobal Sourcing and Foods Group decreasedSupply increased by $1,865$2,148 to $12,815$11,959 for the quarter ended September 28, 2013April 5, 2014 compared to $14,680$9,811 for the quarter ended September 29, 2012,March 30, 2013, and the gross margin percentage decreasedincreased by 1.5%0.4% to 9.0%8.3% . The decreaseincrease in gross margin as a percentage of revenue was primarily due to lowerfavorable sales mix on organic ingredients, improved sunflower processing yields, and decreased by-product values, due in part to smaller and lighter weight seeds, smaller margin spread in organic feed and lower plant efficiency in aseptic beverages partly due to the commissioning of three new filling lines. The table below explains the decrease in gross margin:

Grains and Foods Group Gross Margin Changes
               Gross Margin for the quarter ended September 29, 2012$14,680
               Lower sunflower processing yields and reduced by-product recovery values due mainly 
               to smaller and lighter weight seeds

(1,575)
               Lower margins on organic feed due to reduced pricing, partially offset by higher 
               volumes of planting seeds and agronomy

(858)
               Higher volume and improved pricing on aseptically packaged beverages, partially offset 
               by increased plant costs due in part to the commissioning of three new filling lines

568
Gross Margin for the quarter ended September 28, 2013$12,815

Operating income in the Grains and Foods Group decreased by $1,553 or 17.7% to $7,227 for the quarter ended September 28, 2013, compared to $8,780 for the quarter ended September 29, 2012. The table below explains the decrease in operating income:

Grains and Foods Group Operating Income Changes
Operating Income for the quarter ended September 29, 2012$8,780
               Decrease in gross margin, as explained above(1,865)
               Increase in corporate cost allocations(276)
               Lower SG&A expenses primarily due to reduced compensation costs588
Operating Income for the quarter ended September 28, 2013$7,227

SUNOPTA INC.35 September 28, 2013 10-Q


Ingredients Group

  September 28,  September 29,       
For the quarter ended 2013  2012  Change  % Change 
             
Revenues$ 23,962 $ 20,273 $ 3,689  18.2% 
Gross margin 3,736  3,223  513  15.9% 
Gross margin % 15.6%  15.9%     -0.3% 
             
Operating income$ 1,649 $ 878 $ 771  87.8% 
Operating income % 6.9%  4.3%     2.6% 

The Ingredients Group contributed $23,962 in revenues for the quarter ended September 28, 2013, compared to $20,273 for the quarter ended September 29, 2012, a $3,689 or 18.2% increase. The table below explains the increase in revenue:

Ingredients Group Revenue Changes
Revenues for the quarter ended September 29, 2012$20,273
             Higher volumes and improved pricing for industrial and food service fruit ingredients4,416
             Decrease in volume and pricing for fiber ingredients, as well as starches and bran products(727)
Revenues for the quarter ended September 28, 2013$23,962

Gross margin in the Ingredients Group increased by $513 to $3,736 for the quarter ended September 28, 2013 compared to $3,223 for the quarter ended September 29, 2012, and the gross margin percentage decreased by 0.3% to 15.6% . The decrease in gross margin as a percentage of revenue is due to pricing pressures, higher production costs and higher input costs in fiber ingredients, partially offset by favorablelower pricing on organic feed products, lower pricing on commodity soy and improved plant efficienciescorn as well as start-up costs related to our cocoa processing facility in fruit ingredients due in part to higher production levels.the Netherlands. The table below explains the increase in gross margin:

Ingredients GroupGlobal Sourcing and Supply Gross Margin Changes 
Gross Marginmargin for the quarter ended September 29, 2012March 30, 2013$3,2239,811
               Higher contribution from improved pricing and production

Margin impact on increased volumes of fruit ingredient 
organic raw materials, partially offset by lower pricing on organic feed products


1,5361,921
               Lower volume

Margin impact of higher volumes of non-GMO soy and pricingplanting seeds, as well as improved sunflower processing yields and operating efficiencies, partially offset by lower volumes of fiber ingredients combined with reduced efficiencies 
               resulting from lower production volumenon-GMO and higher inputspecialty corn

753

Decreased margin due to start-up costs and plant inefficiencies related to our cocoa processing facility


(1,023)(526)
Gross Marginmargin for the quarter ended September 28, 2013April 5, 2014$3,73611,959

Operating income in the Ingredients GroupGlobal Sourcing and Supply increased by $771,$1,385, or 87.8%82.8%, to $1,649$3,058 for the quarter ended September 28, 2013,April 5, 2014, compared to $878$1,673 for the quarter ended September 29, 2012.March 30, 2013. The table below explains the increase in operating income:

Ingredients Group Operating Income Changes
Operating Income for the quarter ended September 29, 2012$878
               Increase in gross margin, as explained above513
               Lower compensation expensesGlobal Sourcing and reduced general office expenses due mainly to the 
               closure and consolidation of an office and functions

258
Operating Income for the quarter ended September 28, 2013$1,649

SUNOPTA INC. 36 September 28, 2013 10-Q

Consumer Products Group

  September 28,  September 29,       
For the quarter ended 2013  2012  Change  % Change 
             
Revenues$ 49,318 $ 41,636 $ 7,682  18.5% 
Gross margin 4,184  2,798  1,386  49.5% 
Gross margin % 8.5%  6.7%     1.8% 
             
Operating income (loss)$ 628 $ (544)$ 1,172  215.4% 
Operating income % 1.3%  -1.3%     2.6% 

The Consumer Products Group contributed $49,318 in revenues for the quarter ended September 28, 2013, compared to $41,636 for the quarter ended September 29, 2012, a $7,682 or 18.5% increase. The table below explains the increase in revenue:

Consumer Products Group Revenue Changes
Revenues for the quarter ended September 29, 2012$41,636
               Increased sales of re-sealable pouch products6,591
               Increased sales of nutritional bars and fruit snacks due to new customers and product 
               offerings

2,958
               Higher private label retail frozen foods volume1,505
               Lower private label retail beverage volume(1,868)
               Decrease in brokerage sales as certain revenues were reported on a gross basis rather 
               than net in the same period in the prior year

(1,504)
Revenues for the quarter ended September 28, 2013$49,318

Gross margin in the Consumer Products Group increased by $1,386 to $4,184 for the quarter ended September 28, 2013 compared to $2,798 for the quarter ended September 29, 2012, and the gross margin percentage increased by 1.8% to 8.5% . The increase in gross margin as a percentage of revenue is due to a favorable shift in product mix towards higher margin retail frozen food, beverage and pouch offerings, partially offset by expansion, start-up and higher production costs in our premium juice, pouch and healthy snacks facilities. The table below explains the increase in gross margin:

Consumer Products Group Gross Margin Changes
Gross Margin for the quarter ended September 29, 2012$2,798
               Higher sales volumes, favorable absorption of plant overhead costs, and improved sales 
               mix at our healthy snacks facilities

1,331
               Increased margin on re-sealable pouch sales, net of start-up costs at our Allentown 
               facility

1,021
               Lower sales volumes in our consumer packaged beverage categories combined with
               costs associated with our integrated juice production expansion
(966)
Gross Margin for the quarter ended September 28, 2013$4,184

SUNOPTA INC.37 September 28, 2013 10-Q


Operating income in the Consumer Products Group increased by $1,172, or 215.4%, to $628 for the quarter ended September 28, 2013, compared to a loss of $544 for the quarter ended September 29, 2012. The table below explains the increase in operating income:

Consumer Products Group Operating Income Changes
Operating loss for the quarter ended September 29, 2012$(544)
               Increase in gross margin, as explained above1,386
               Higher marketing and travel costs, partially offset by lower general administrative costs(214)
Operating Income for the quarter ended September 28, 2013$628

International Foods Group            
  September 28,  September 29,       
For the quarter ended 2013  2012  Change  % Change 
             
Revenues$ 51,465 $ 44,533 $ 6,932  15.6% 
Gross margin 5,023  5,504  (481) -8.7% 
Gross margin % 9.8%  12.4%     -2.6% 
             
Operating income$ 926 $ 1,721 $ (795) -46.2% 
Operating income % 1.8%  3.9%     -2.1% 

The International Foods Group contributed $51,465 in revenues for the quarter ended September 28, 2013, compared to $44,533 for the quarter ended September 29, 2012, a $6,932 or 15.6% increase. The table below explains the increase in revenue:

International Foods Group Revenue Changes
Revenues for the quarter ended September 29, 2012$44,533
               Higher sales volumes of organic feed, nuts and sunflower kernels in Europe, partially 
               offset by lower coffee volumes

2,705
               Higher sales volumes in the U.S. of organic fruits, nuts, sweeteners, and seeds2,403
               Favorable impact on revenues due to the stronger euro relative to the U.S. dollar1,328
               Increased commodity prices for organic commodities such as sweeteners, nuts and 
               grains, partially offset by lower coffee prices

496
Revenues for the quarter ended September 28, 2013$51,465

SUNOPTA INC.38 September 28, 2013 10-Q


Gross margins in the International Foods Group decreased by $481 to $5,023 for the quarter ended September 28, 2013 compared to $5,504 for the quarter ended September 29, 2012, and the gross margin percentage decreased by 2.6% to 9.8% . The decrease in margin rate was due mainly to costs related to the start-up of our new cocoa processing facility, including mark-to-market losses recorded on commodity cocoa future contracts. The table below explains the decrease in gross margin:

International Foods Group Gross Margin Changes
Gross Margin for the quarter ended September 29, 2012$5,504
               Lower margins due to start-up costs related to our cocoa processing facility and losses 
               recorded on commodity futures contracts for cocoa

(1,243)
               Increased volume and favorable product mix in the U.S. for organic fruit, nuts and seeds762
Gross Margin for the quarter ended September 28, 2013$5,023

Operating income in the International Foods Group decreased by $795, or 46.2%, to $926 for the quarter ended September 28, 2013, compared to $1,721 for the quarter ended September 29, 2012. The table below explains the decrease in operating income:

International Foods Group Operating Income Changes
Operating Income for the quarter ended September 29, 2012$1,721
               Decrease in gross margin, as explained above(481)
               Higher compensation costs due primarily to increased headcount and short term 
               incentives, partially offset by lower pension related expenses

(347)
               Decrease in other SG&A expenses33
Operating Income for the quarter ended September 28, 2013$926

Opta Minerals            
  September 28,  September 29,       
For the quarter ended 2013  2012  Change  % Change 
             
Revenues$ 34,927 $ 32,980 $ 1,947  5.9% 
Gross margin 5,725  6,976  (1,251) -17.9% 
Gross margin % 16.4%  21.2%     -4.8% 
             
Operating income$ 1,704 $ 3,280 $(1,576) -48.0% 
Operating income % 4.9%  9.9%     -5.0% 

Opta Minerals contributed $34,927 in revenues for the quarter ended September 28, 2013, compared to $32,980 for the quarter ended September 29, 2012, a $1,947 or a 5.9% increase. The table below explains the increase in revenue:

Opta Minerals Revenue Changes
Revenues for the quarter ended September 29, 2012$32,980
               Incremental revenues due to the acquisition of WGI in August 20125,282
               Decreased volumes of steel and magnesium products due to a slowdown in the steel 
               industry

(2,409)
               Decreased volumes of abrasive and industrial mineral products due to a slowdown in 
               the North American construction and infrastructure sectors

(926)
Revenues for the quarter ended September 28, 2013$34,927

SUNOPTA INC.39 September 28, 2013 10-Q


Gross margin for Opta Minerals decreased by $1,251 to $5,725 for the quarter ended September 28, 2013 compared to $6,976 for the quarter ended September 29, 2012, and the gross margin percentage decreased by 4.8% to 16.4% . The decrease in gross margin as a percentage of revenue was driven by reduced pricing and a change in product mix. The acquisition of WGI has increased the relative percentage of abrasive product revenues, which have lower margins than steel and magnesium products. The table below explains the decrease in gross margin:

Opta Minerals Gross Margin Changes
Gross Margin for the quarter ended September 29, 2012$6,976
               Lower volumes of steel and magnesium products, combined with lower margins due to 
               changes in product and customer mix

(1,013)
               Lower volumes, higher plant costs and unfavorable pricing of abrasive and industrial 
               mineral products

(534)
               Incremental gross margin due to the acquisition of WGI296
Gross Margin for the quarter ended September 28, 2013$5,725

Operating income for Opta Minerals decreased by $1,576, or 48.0%, to $1,704 for the quarter ended September 28, 2013, compared to $3,280 for the quarter ended September 29, 2012. The table below explains the decrease in operating income:

Opta Minerals Operating Income Changes
Operating Income for the quarter ended September 29, 2012$3,280
               Decrease in gross margin, as explained above(1,251)
               Incremental SG&A related to WGI(370)
               Higher general office costs and other SG&A expenses(124)
               Increase in foreign exchange gains169
Operating Income for the quarter ended September 28, 2013$1,704

SUNOPTA INC.40 September 28, 2013 10-Q



Corporate Services            
  September 28,  September 29,       
For the quarter ended 2013  2012  Change  % Change 
             
Operating loss$ (2,298)$ (1,424)$ (874) -61.4% 

Operating loss at Corporate Services increased by $874 to $2,298 for the quarter ended September 28, 2013, from a loss of $1,424 for the quarter ended September 29, 2012. The table below explains the increase in operating loss:

Corporate Services Operating Income Changes
Operating Loss for the quarter ended September 29, 2012$(1,424)
               Higher compensation costs, general office spending on investor relations, travel and 
               lease costs

(640)
               Increase in professional fees, consulting costs and higher spending on information 
               technology system support

(346)
               Decrease in foreign exchange gains(156)
               Increase in corporate management fees that are allocated to SunOpta operating groups268
Operating Loss for the quarter ended September 28, 2013$(2,298)

Management fees mainly consist of salaries of corporate personnel who perform back office functions for divisions, as well as costs related to the enterprise resource management system used within several of the divisions. These expenses are allocated to the groups based on (1) specific identification of allocable costs that represent a service provided to each division and (2) a proportionate distribution of costs based on a weighting of factors such as revenue contribution and number of people employed within each division.

SUNOPTA INC.41 September 28, 2013 10-Q

Consolidated Results of Operations for the three quarters ended September 28, 2013 and September 29, 2012

  September 28,  September 29,       
For the three quarters ended 2013  2012  Change  Change 
     % 
Revenues            
     SunOpta Foods 788,104  728,449  59,655  8.2% 
     Opta Minerals 108,614  92,526  16,088  17.4% 
Total revenues 896,718  820,975  75,743  9.2% 
             
Gross profit            
     SunOpta Foods 84,186  84,681  (495) -0.6% 
     Opta Minerals 18,530  20,074  (1,544) -7.7% 
Total gross profit 102,716  104,755  (2,039) -1.9% 
             
Segment operating income (loss)(1)            
     SunOpta Foods 34,338  36,423  (2,085) -5.7% 
     Opta Minerals 5,070  8,178  (3,108) -38.0% 
     Corporate Services (5,596) (4,781) (815) -17.0% 
Total segment operating income 33,812  39,820  (6,008) -15.1% 
             
Other expense (income), net 1,799  2,006  (207) -10.3% 
Goodwill impairment 3,552  -  3,552  n/m 
Earnings from continuing operations
    before the following
 
28,461
  
37,814
  
(9,353
) 
-24.7%
 
Interest expense, net 5,885  7,480  (1,595) -21.3% 
Impairment loss on investment 21,495  -  21,495  n/m 
Provision for income taxes 8,576  10,302  (1,726) -16.8% 
Earnings (loss) from continuing operations (7,495) 20,032  (27,527) -137.4% 
             
Earnings (loss) attributable to non-controlling
     interests
 
(612
) 
1,384
  
(1,996
) 
-144.2%
 
Earnings (loss) from discontinued operations,
     net of taxes
 
(360
) 
517
  
(877
) 
-169.6%
 
Gain on sale of discontinued operations,
     net of taxes
 
-
  
676
  
(676
) 
-100.0%
 
             
Earnings (loss) attributable to SunOpta Inc.(2) (7,243) 19,841  (27,084) -136.5% 

SUNOPTA INC.42 September 28, 2013 10-Q



(1)

The following table presents a reconciliation of segment operating income (loss) to “earnings (loss) from continuing operations before the following”, which we consider to be the most directly comparable U.S. GAAP financial measure (refer to note (1) to the “Consolidated Results of Operations for the quarters ended September 28, 2013 and September 29, 2012” table regarding the use of non-GAAP measures).


   Grains     Consumer  International             
   and Foods  Ingredients  Products  Foods  SunOpta  Opta  Corporate  Consol- 
   Group  Group  Group  Group  Foods  Minerals  Services  idated 
 For the three quarters ended        
 September 28, 2013                        
 Segment operating income (loss) 24,251  3,601  2,508  3,978  34,338  5,070  (5,596) 33,812 
 Other income (expense), net (138) (472) 121  (78) (567) (1,171) (61) (1,799)
 Goodwill impairment -  -  -  -  -  (3,552) -  (3,552)
 Earnings (loss) from continuing
   operations before the
   following
 

24,113
  

3,129
  

2,629
  

3,900
  

33,771
  

347
  

(5,657
) 

28,461
 
                          
 September 29, 2012                        
 Segment operating income (loss) 27,662  2,946  (549) 6,364  36,423  8,178  (4,781) 39,820 
 Other income (expense), net 28  (224) (159) -  (355) (647) (1,004) (2,006)
 Earnings (loss) from continuing
   operations before the
   following
 

27,690
  

2,722
  

(708
) 

6,364
  

36,068
  

7,531
  

(5,785
) 

37,814
 

(2)

The following table presents a reconciliation of adjusted earnings from continuing operations from loss attributable to SunOpta Inc., which we consider to be the most directly comparable U.S. GAAP financial measure (refer to note (1) to the “Consolidated Results of Operations for the quarters ended September 28, 2013 and September 29, 2012” table regarding the use of non-GAAP measures).


      Per Diluted Share 
  $   
 Loss attributable to SunOpta Inc. (7,243) (0.11)
 Loss from discontinued operations, net of income taxes (360) (0.01)
 Loss from continuing operations attributable to SunOpta Inc. (6,883) (0.10)
 Adjusted for:      
      Impairment loss on investment (net of taxes of $nil) 21,495  0.32 
      Goodwill impairment (net of taxes of $1,252 and non-controlling interest of $780) 1,520  0.02 
      Other expense, net (net of taxes of $557 and non-controlling interest of $292) 950  0.01 
 Adjusted earnings from continuing operations 17,082  0.25 

SUNOPTA INC.43 September 28, 2013 10-Q


Total revenues for the three quarters ended September 28, 2013 increased by 9.2% to $896,718 from $820,975 for the three quarters ended September 29, 2012. Revenues in SunOpta Foods increased by 8.2% to $788,104 and revenues in Opta Minerals increased by 17.4% to $108,614. Excluding the impact of changes including foreign exchange rates, commodity-related pricing, acquisitions and rationalized product lines, revenues increased approximately 6.5% on a consolidated basis and approximately 8.2% within SunOpta Foods. Contributing to the increase in revenues within SunOpta Foods was strong demand and pricing for organic feed in the first half of 2013; higher sales volumes of value-added aseptically packaged beverage and re-sealable pouch products; strong sales of organic ingredients in the U.S. and Europe; and higher volumes and improved pricing for fruit ingredients and retail frozen foods. These factors were partially offset by declines in volumes and pricing for roasted sunflower and related by-product sales; and lower volumes and pricing for fiber ingredients. At Opta Minerals, the increase in revenues reflected incremental revenues from WGI (acquired August 2012), partially offset by lower base sales of steel and magnesium products due to cyclical slowdowns in the steel and infrastructure sectors.

Gross profit decreased $2,039, or 1.9%, to $102,716 for the three quarters ended September 28, 2013, compared with $104,755 for the three quarters ended September 29, 2012. As a percentage of revenues, gross profit for the three quarters ended September 28, 2013 was 11.5% compared to 12.8% for the three quarters ended September 29, 2012, a decrease of 1.3% . The decrease in gross profit percentage primarily reflected reduced sunflower roasting volumes and pricing, as well as lower processing efficiencies and yields; start-up costs related to our cocoa processing facility in the Netherlands as well as commodity hedging losses related to cocoa futures; lower production volumes and higher input costs for fiber ingredients; and expansion and retrofit costs at our integrated juice production facility in San Bernardino, California;. All of these factors were partially offset by the strong growth in higher margin consumer packaged aseptic beverage and re-sealable pouch products; higher pricing and production volumes for fruit ingredients and retail frozen foods; and favorable margins on organic feed sales in the first half of 2013. The decline in gross profit percentage at Opta Minerals reflected an unfavorable product mix due to lower sales volumes of higher margin steel and magnesium products.

Total segment operating income for the three quarters ended September 28, 2013 decreased by $6,008, or 15.1%, to $33,812, compared with $39,820 for the three quarters ended September 29, 2012. As a percentage of revenue, segment operating income was 3.8% for the three quarters ended September 28, 2013, compared with 4.9% for the three quarters ended September 29, 2012. The decrease in segment operating income reflected lower overall gross profit as described above, as well as a $4,517 increase in SG&A expenses, primarily related to higher compensation and other costs related to increased headcount within the International Foods Group and the acquisition of WGI by Opta Minerals. These factors were partially offset by the favorable impact of foreign exchange movements for the U.S. dollar relative to the euro and Canadian dollar.

Further details on revenue, gross margin and segment operating income variances are provided below under “Segmented Operations Information”.

Other expense for the three quarters ended September 28, 2013 of $1,799 included severance and other costs incurred by Opta Minerals in connection with rationalization and integration efforts at WGI; employee severance and other costs in connection with the closure of the Chelmsford, Massachusetts administrative offices of the Ingredients Group and the idling of the Fargo, North Dakota grains processing facility of the Grains and Foods Group; an impairment charge of $310 to write down certain intangible assets of Opta Minerals; and transaction costs in connection with the acquisition of OLC. Other expense for the three quarters ended September 29, 2012 included accrued severance payable to a former executive officer and employee severance and other costs in connection with the rationalization of a number of operations and functions within SunOpta Foods in an effort to streamline operations, which included a reduction in our salaried workforce of approximately 6%, as well as transaction costs incurred by Opta Minerals related to the acquisitions of WGI and Babco.

In the third quarter of 2013, Opta Minerals recognized a goodwill impairment loss of $3,552 (as described above under “Goodwill Impairment”).

The decrease in interest expense of $1,595 to $5,885 for the three quarters ended September 28, 2013, compared with $7,480 for the three quarters ended September 29, 2012, reflected lower borrowing costs associated with the renewal of our syndicated credit facilities in July 2012, partially offset by higher borrowings at SunOpta Foods to fund working capital and at Opta Minerals in connection with the WGI acquisition.

In the second quarter of 2013, we recognized an impairment loss of $21,495 on our equity investment in Mascoma (as described above under “Impairment Loss on Investment”).

The provision for income tax for the three quarters ended September 28, 2013 was $8,576, or 38.0% of earnings before taxes (excluding the impairment loss on investment, for which the related deferred income tax asset is considered more likely than

SUNOPTA INC.44 September 28, 2013 10-Q

not to be unrealized), compared with $10,302, or 34.0% of earnings before taxes, for the three quarters ended September 29, 2012, which reflected the recognition of existing non-capital loss carryforwards at Opta Minerals following the acquisition and amalgamation of Babco in the second quarter of 2012. Our annual effective income tax rate for fiscal 2013 is expected to be between 37% and 39%, excluding discrete adjustments.

Loss attributable to non-controlling interests for the three quarters ended September 28, 2013 was $612, compared with earnings of $1,384 for the three quarters ended September 29, 2012. The $1,996 decrease reflected lower net earnings at Opta Minerals, including the impact of the goodwill impairment loss, net of taxes.

Loss from continuing operations attributable to SunOpta Inc. for the three quarters ended September 28, 2013 was $6,883 (including the impairment loss on investment), as compared to earnings of $18,648 for the three quarters ended September 29, 2012. Diluted loss per share from continuing operations attributable to SunOpta Inc. was $0.10 for the three quarters ended September 28, 2013, compared with diluted earnings per share of $0.28 for the three quarters ended September 29, 2012.

Loss from discontinued operations of $360 for the three quarters ended September 28, 2013 reflected legal fees and interest costs in connection with the arbitration proceeding related to the CSOP joint venture agreement. Earnings from discontinued operations of $517 for the three quarters ended September 29, 2012 reflected the results of Purity, as well as proceeds received on the settlement of the CSOP bankruptcy proceedings, partially offset by legal fees and interest costs related to the CSOP arbitration proceedings. In addition, we recognized a gain on sale of discontinued operations, net of taxes, of $676 related to the divestiture of Purity in the second quarter of 2012.

On a consolidated basis, the loss attributable to SunOpta Inc. was $7,243 (diluted loss per share of $0.11) for the three quarters ended September 28, 2013, compared with earnings of $19,841 (diluted earnings per share of $0.30) for the three quarters ended September 29, 2012.

Adjusting for the impairment loss on investment, goodwill impairment and other expense, net, adjusted earnings from continuing operations for the three quarters ended September 28, 2013 were $17,082 or $0.25 per diluted share.

SUNOPTA INC.45 September 28, 2013 10-Q


Segmented Operations Information

SunOpta Foods

For the three quarters ended September 28,  September 29,       
  2013  2012   Change   % Change 
             
Revenues$ 788,104 $ 728,449 $ 59,655  8.2% 
Gross margin 84,186  84,681  (495) -0.6% 
Gross margin % 10.7%  11.6%     -0.9% 
             
Operating income$ 34,338 $ 36,423 $ (2,085) -5.7% 
Operating income % 4.4%  5.0%     -0.6% 

SunOpta Foods contributed $788,104 or 87.9% of consolidated revenue for the three quarters ended September 28, 2013, compared with $728,449 or 88.7% of consolidated revenues for the three quarters ended September 29, 2012, an increase of $59,655. Revenues in SunOpta Foods increased 8.2% compared to the quarter ended September 29, 2012. Excluding the impact of changes including foreign exchange rates, commodity-related pricing, acquisitions and rationalized product lines, revenues increased approximately 8.2% in SunOpta Foods. The table below explains the increase in revenue by group for SunOpta Foods:

SunOpta Foods Revenue Changes
Revenues for the three quarters ended September 29, 2012$728,449
               Increase in the Grains and Foods Group21,359
               Increase in the Ingredients Group5,050
               Increase in the Consumer Products Group13,715
               Increase in the International Foods Group19,531
Revenues for the three quarters ended September 28, 2013$788,104

Gross margin in SunOpta Foods decreased by $495 for the three quarters ended September 28, 2013 to $84,186, or 10.7% of revenues, compared with $84,681, or 11.6% of revenues for the three quarters ended September 29, 2012. The table below explains the decrease in gross margin by group for SunOpta Foods:

SunOpta Foods Gross Margin Changes
Gross margin for the three quarters ended September 29, 2012$84,681
               Decrease in the Grains and Foods Group(3,196)
               Increase in the Ingredients Group47
               Increase in the Consumer Products Group3,190
               Decrease in the International Foods Group(536)
Gross margin for the three quarters ended September 28, 2013$84,186

SUNOPTA INC.46 September 28, 2013 10-Q


Operating income in SunOpta Foods decreased by $2,085 for the three quarters ended September 28, 2013 to $34,338 or 4.4% of revenues, compared with $36,423 or 5.0% of revenues for the three quarters ended September 29, 2012. The table below explains the decrease in operating income for SunOpta Foods:

SunOpta FoodsSupply Operating Income Changes 
Operating income for the three quartersquarter ended September 29, 2012March 30, 2013$36,4231,673
               Decrease

Increase in gross margin, as explained above

(495)2,148

Increase in corporate cost allocations

(1,180)(314)
               Increase in SG&A costs(591)
               Increase in

Lower foreign exchange gains

181(286)

Increased SG&A, due primarily to higher compensation costs from increased headcount and the unfavorable impact of a more costly euro, offset by decreased travel, marketing and general office spending

(163)
Operating income for the three quartersquarter ended September 28, 2013April 5, 2014$34,338

Further details on revenue, gross margin and operating income variances within SunOpta Foods are provided in the segmented operations information that follows.

Grains and Foods Group            
  September 28,  September 29,       
For the three quarters ended 2013  2012  Change  % Change 
             
Revenues$ 418,455 $ 397,096 $ 21,359  5.4% 
Gross margin 42,228  45,424  (3,196) -7.0% 
Gross margin % 10.1%  11.4%     -1.3% 
             
Operating income$ 24,251 $ 27,662 $ (3,411) -12.3% 
Operating income % 5.8%  7.0%     -1.2% 

The Grains and Foods Group contributed $418,455 in revenues for the three quarters ended September 28, 2013, compared to $397,096 for the three quarters ended September 29, 2012, a $21,359 or 5.4% increase. The table below explains the increase in revenue:

Grains and Foods Group Revenue Changes
Revenues for the three quarters ended September 29, 2012$397,096
               Improved pricing for commodity corn, soy and organic feed19,395
               Increased volume and higher pricing on aseptically packaged beverages13,743
               Higher volumes of non-GMO corn ingredient products, partially offset by lower soy 
               ingredients

1,515
               Lower roasted sunflower sales partially offset by increased raw sunflower sales(7,722)
               Lower agronomy sales domestically due in part to a poor planting season, and to the 
               international market

(2,929)
               Lower commodity corn and soy volumes due in part to the effects on supply of the 2012 
               drought in North America

(2,643)
Revenues for the three quarters ended September 28, 2013$418,455

SUNOPTA INC.47 September 28, 2013 10-Q

Gross margin in the Grains and Foods Group decreased by $3,196 to $42,228 for the three quarters ended September 28, 2013 compared to $45,424 for the three quarters ended September 29, 2012, and the gross margin percentage decreased by 1.3% to 10.1% . The decrease in gross margin as a percentage of revenue was primarily due to lower sunflower processing yields and decreased by-product values, due in part to smaller and lighter weight seeds. The table below explains the decrease in gross margin:

Grains and Foods Group Gross Margin Changes
Gross margin for the three quarters ended September 29, 2012$45,424
               Lower sunflower processing yields and reduced by-product recovery values due mainly 
               to smaller and lighter weight seeds

(6,344)
               Reduced volumes of planting seeds and agronomy due to poor planting season(381)
               Margin impact of improved pricing on organic feed and commodity corn, partially 
               offset by lower soybean volumes

1,366
               Higher volume and improved pricing on aseptically packaged beverages2,135
               Higher volume of non-GMO corn ingredients, partially offset by lower soy ingredient 
               volume and increased plant costs

28
Gross margin for the three quarters ended September 28, 2013$42,228

Operating income in the Grains and Foods Group decreased by $3,411, or 12.3%, to $24,251 for the three quarters ended September 28, 2013, compared to $27,662 for the three quarters ended September 29, 2012. The table below explains the decrease in operating income:

Grains and Foods Group Operating Income Changes
Operating income for the three quarters ended September 29, 2012$27,662
               Decrease in gross margin, as explained above(3,196)
               Increase in corporate cost allocations(828)
               Lower SG&A expenses primarily due to reduced compensation costs442
               Decrease in foreign exchange losses171
Operating income for the three quarters ended September 28, 2013$24,2513,058

Looking forward, we believe the GrainsGlobal Sourcing and Foods businessSupply is well positioned in growing natural and organic food categories. We expect the new multi-serve fillers at our Alexandria, Minnesota and Modesto, California facilities as well as the new single-serve fillers at Modesto will further enhance our ability to serve the non-dairy alternative beverage category with both new and innovative packaging formats and a number of new product offerings beyond non-dairy beverages including organic dairy and nutritional beverages. We also intend to focus our efforts on (i) growing our identity preserved, non-GMO and organic grains business,business; (ii) leveraging our international sourcing and supply capabilities, and forward and backward integrating where opportunities exist; (iii) expanding revenues from naturalour processing expertise and organicincreasing our value-added capabilities (including our new cocoa processing facility in the Netherlands and integrated grains based ingredientshandling and continuingprocessing facility in Bulgaria); and (iv) expanding our international sales base via strategic relationships for procurement of product to focus on value-added ingredient and packaged product offerings. We intend to pursue internal growth and acquisition opportunities that are aligned with the Group’s core integrated grain business model.drive incremental sales volume. Our long-term target for the GrainsGlobal Sourcing and Foods GroupSupply is to achieve a segment operating margin of 6%4% to 8%5%, which assumes we are able to secure a consistent quantity and quality of grainsnatural and sunflower stocks,organic raw materials, improve product mix, and control costs. The statements in this paragraph are forward-looking statements. See “Forward-Looking Statements” above. Increased supply pressure in the commodity-based markets in which we operate, increased competition, volume decreases or loss of customers, unexpected delays in our expansion plans, or our inability to secure quality inputs or achieve our product mix or cost reduction goals, along with the other factors described above under “Forward-Looking Statements”, could adversely impact our ability to meet these forward-looking expectations.

SUNOPTA INC.4825 September 28, 2013April 5, 2014 10-Q



Ingredients Group            
 September 28,  September 29,       
For the three quarters ended 2013  2012  Change  % Change 
Value Added Ingredients            
For the quarter ended April 5, 2014  March 30, 2013  Change  % Change 
                        
Revenues$ 67,458 $ 62,408 $ 5,050  8.1% $ 37,748 $ 31,505 $ 6,243  19.8% 
Gross margin 10,411  10,364  47  0.5%  5,629  4,960  669  13.5% 
Gross margin % 15.4%  16.6%     -1.2%  14.9%  15.7%     -0.8% 
                        
Operating income$ 3,601 $ 2,946 $ 655  22.2% $ 2,347 $ 2,000 $ 347  17.4% 
Operating income % 5.3%  4.7%     0.6%  6.2%  6.3%     -0.1% 

TheValue Added Ingredients Group contributed $67,458$37,748 in revenues for the three quartersquarter ended September 28, 2013,April 5, 2014, compared to $62,408$31,505 for the three quartersquarter ended September 29, 2012, a $5,050March 30, 2013, an increase of $6,243 or 8.1% increase.19.8% . Excluding the additional week of sales in the first quarter of 2014, revenues increased approximately 11% in Value Added Ingredients. The table below explains the increase in revenue:

Value Added Ingredients Group Revenue Changes 
Revenues for the three quartersquarter ended September 29, 2012March 30, 2013$62,40831,505

Higher volumes and improved pricing for industrial and food service fruit ingredients

10,1015,861
               Decrease

Increase in volume and pricingcustomer demand for fiber ingredients, as well as starches and bran 
products, partially offset by lower grain-based ingredient sales


(5,051)382
Revenues for the three quartersquarter ended September 28, 2013April 5, 2014$67,45837,748

TheValue Added Ingredients Group gross margin increased by $47$669 to $10,411$5,629 for the three quartersquarter ended September 28, 2013April 5, 2014 compared to $10,364$4,960 for the three quartersquarter ended September 29, 2012,March 30, 2013, and the gross margin percentage decreased by 1.2%0.8% to 15.4% .14.9% .. The decrease in gross margin as a percentage of revenue is due to pricing pressures, higher productionoperating costs and higher input costs inlower production volumes for fiber products and grain-based ingredients, partially offset by favorable pricing and improved plant efficiencies in fruit ingredients due in part tofrom higher production levels.volumes of fruit ingredients. The table below explains the increase in gross margin:

Value Added Ingredients Group Gross Margin Changes 
Gross margin for the three quartersquarter ended September 29, 2012March 30, 2013$10,3644,960

Higher contribution from improved pricing and production volumes of fruit ingredient 
               products


2,980
               Lowersales volume and pricing of fiber ingredients combined with reducedimproved production efficiencies
               resulting from lower production volumefor fruit ingredients, partially offset by higher operating costs for fiber products and higher input costsgrain-based ingredients


(2,933)669
Gross margin for the three quartersquarter ended September 28, 2013April 5, 2014$10,4115,629

Operating income in theValue Added Ingredients Group increased by $655,$347, or 22.2%17.4%, to $3,601$2,347 for the three quartersquarter ended September 28, 2013,April 5, 2014, compared to $2,946$2,000 for the three quartersquarter ended September 29, 2012.March 30, 2013. The table below explains the increase in operating income:

Value Added Ingredients Group Operating Income Changes 
Operating income for the three quartersquarter ended September 29, 2012March 30, 2013$2,9462,000

Increase in gross margin, as explained above

47669
               Lower

Increase in corporate cost allocations

(210)

Increase in SG&A, primarily due to higher compensation expenses and reduced general office expenses due mainly to the 
               closure and consolidation of an office and functionscosts


608(112)
Operating income for the three quartersquarter ended September 28, 2013April 5, 2014$3,6012,347

SUNOPTA INC.49 September 28, 2013 10-Q


Looking forward, we intend to concentrate on growing the Ingredients Group’s fruit,Value Added Ingredient’s fiber products and specialtyfruit- and grains-based ingredients portfolioportfolios and customer base through product and process innovation and diversification. We intend to continue to introduce alternative fiber offerings of our own and last yearhave recently introduced both rice and cellulose fiber products.fibers. We also expect to leverage our expanded aseptic fruit ingredient line at our Southgate,South Gate, California facility to drive incremental volumes and cost savings. The focus of theValue Added Ingredients Group continues to revolve around a culture of innovation and continuous improvement, to further increase capacity utilization, reduce costs, and sustain margins. Our long-term target for theValue Added Ingredients Group is to realize segment operating margins of 12%8% to 15%10%. The statements in this paragraph are forward-looking statements. See “Forward-Looking Statements” above. An unexpected increase in input costs, increased competition, loss of key customers, an inability to introduce new products to the market, or implement our strategies and goals relating to pricing, capacity utilization or cost reductions, along with the other factors described above under “Forward-Looking Statements”, could adversely impact our ability to meet these forward-looking expectations.

Consumer Products Group            
  September 28,  September 29,       
For the three quarters ended 2013  2012  Change  % Change 
             
Revenues$ 149,594 $ 135,879 $ 13,715  10.1% 
Gross margin 14,138  10,948  3,190  29.1% 
Gross margin % 9.5%  8.1%     1.4% 
             
Operating income (loss)$ 2,508 $ (549)$ 3,057  n/m 
Operating income% 1.7%  -0.4%     2.1% 
SUNOPTA INC.26April 5, 2014 10-Q

             
Consumer Products            
For the quarter ended April 5, 2014  March 30, 2013  Change  % Change 
             
Revenues$ 117,876 $ 90,186 $ 27,690  30.7% 
Gross margin 14,940  12,242  2,698  22.0% 
Gross margin % 12.7%  13.6%     -0.9% 
             
Operating income$ 7,936 $ 5,951 $ 1,985  33.4% 
Operating income % 6.7%  6.6%     0.1% 

The Consumer Products Group contributed $149,594$117,876 in revenues for the three quartersquarter ended September 28, 2013,April 5, 2014, compared to $135,879$90,186 for the three quartersquarter ended September 29, 2012, a $13,715March 30, 2013, an increase of $27,690 or 10.1% increase.30.7% . Excluding the additional week of sales in the first quarter of 2014, revenues increased approximately 21% in Consumer Products. The table below explains the increase in revenue:

Consumer Products Group Revenue Changes 
Revenues for the three quartersquarter ended September 29, 2012March 30, 2013$135,87990,186

Increased volume on aseptically packaged beverages, in particular almond beverage, private label and foodservice soymilk, as well as broths

17,004

Higher volumes of private label retail frozen food and beverage offerings

5,169

Increased sales of re-sealable pouch products in both the baby food and snack categories

15,7654,079

Higher sales of private label retail frozen foods volume

6,227
               Decreased sales of industrial frozen foods due to exiting the category(3,407)
               Decrease in brokerage sales as certain revenues were reported on a gross basis rather 
               than net in the same period in the prior year

(3,239)
               Lower sales of healthy fruit snacks and nutritional snacks due to increased competitive 
               pressuresbars


(1,047)
               Lower private label retail beverage volume(584)1,438
Revenues for the three quartersquarter ended September 28, 2013April 5, 2014$149,594117,876

SUNOPTA INC.50 September 28, 2013 10-Q


Gross margin in the Consumer Products Group increased by $3,190$2,698 to $14,138$14,940 for the three quartersquarter ended September 28, 2013April 5, 2014 compared to $10,948$12,242 for the three quartersquarter ended September 29, 2012,March 30, 2013, and the gross margin percentage increaseddecreased by 1.4%0.9% to 9.5% .12.7% .. The increasedecrease in gross margin as a percentage of revenue was due to a favorable shift in product mix towards higher margin retail frozen food, beverageadditional plant and pouch offerings, partially offset byoperating costs associated with the significant growth and expansion start-up and higher production costs in our premium juice, pouch and healthy snacks facilities.of the aseptic business. The table below explains the increase in gross margin:

Consumer Products Group Gross Margin Changes 
Gross margin for the three quartersquarter ended September 29, 2012March 30, 2013$10,94812,242

Higher margins realized onvolume and improved pricing for aseptically packaged beverages; private retail format frozen food salesfoods and decreased storage costs as 
               a result of lower inventory levelsbeverages; and healthy snacks


1,6433,070
               Favorable product mix shift in our consumer packaged beverage categories and positive 
               margins realized on roll out

Margin impact of outsourcing extraction activities during the retrofit of our re-sealable pouch products net of start-up costs at our 
               Allentown pouchpremium juice facility and related to our integrated juice production expansion



1,411
               Favorable product mix, partially offset by lower margins realized on reduced volumes at 
               our healthy snacks facilities

136(372)
Gross margin for the three quartersquarter ended September 28, 2013April 5, 2014$14,13814,940

SUNOPTA INC.27April 5, 2014 10-Q

Operating income in the Consumer Products Group was $2,508increased by $1,985, or 33.4%, to $7,936 for the three quartersquarter ended September 28, 2013,April 5, 2014, compared to a loss of $549$5,951 for the three quartersquarter ended September 29, 2012.March 30, 2013. The table below explains the increase in operating income:

Consumer Products Group Operating LossIncome Changes 
Operating lossincome for the three quartersquarter ended September 29, 2012March 30, 2013$(549)5,951

Increase in gross margin, as explained above

3,1902,698
               Lower

Decrease in SG&A, primarily due to lower compensation related costs short term incentives, professional fees, and office expenses

16987

Increase in corporate cost allocations

(302)(800)
Operating income for the three quartersquarter ended September 28, 2013April 5, 2014$2,5087,936

Looking forward, we expect improvements in margins and operating income from the Consumer Products Group through the growth of our aseptic and non-aseptic beverage, pouch, snack pouch and frozen food offerings. We remain customer focused and continue to exploredevelop new ways to bring new value-added packaged products and processes to market, leveraging our global raw material sourcing and supply capabilities. We recentlyexpect the multi-serve and single-serve fillers installed in 2013 at our Alexandria, Minnesota and Modesto, California facilities will continue to enhance our ability to serve the non-dairy alternative beverage category, with both new and innovative packaging formats and a number of new product offerings beyond non-dairy beverages including organic dairy and nutritional beverages. We also commissioned two newadditional flexible re-sealable pouch filling lines at our Allentown facility during 2013, increasing our total annual filling capacity to approximately 140 million pouches. Continued new product development, innovation in healthy snacks and the expansion of our integrated juice operations, combined with increasing demand for portable nutritious fruit and grain snack offerings are expected to drive growth in this business. Long term we are targeting 8%12% to 10%14% operating margins from the Consumer Products Group.Products. The statements in this paragraph are forward-looking statements. See “Forward-Looking Statements” above. Unexpected declines in volumes,Unfavorable shifts in consumer preferences, increased competition, volume decreases or loss of customers, unexpected delays in our expansion plans, inefficiencies in our manufacturing processes, lack of consumer product acceptance, or our inability to successfully implement the particular goals and strategies indicated above, along with the other factors described above under “Forward-Looking Statements”, could have an adverse impact on these forward-looking expectations.

SUNOPTA INC.51 September 28, 2013 10-Q



International Foods Group            
 September 28,  September 29,       
For the three quarters ended 2013  2012  Change  % Change 
Opta Minerals            
For the quarter ended April 5, 2014  March 30, 2013  Change  % Change 
                        
Revenues$ 152,597 $ 133,066 $ 19,531  14.7% $ 34,545 $ 36,225 $ (1,680) -4.6% 
Gross margin 17,409  17,945  (536) -3.0%  4,899  7,237  (2,338) -32.3% 
Gross margin % 11.4%  13.5%     -2.1%  14.2%  20.0%     -5.8% 
                        
Operating income$ 3,978 $ 6,364 $ (2,386) -37.5% $ 1,025 $ 2,463 $ (1,438) -58.4% 
Operating income % 2.6%  4.8%     -2.2%  3.0%  6.8%     -3.8% 

The International Foods GroupOpta Minerals contributed $152,597$34,545 in revenues for the three quartersquarter ended September 28, 2013,April 5, 2014, compared to $133,066$36,225 for the three quartersquarter ended September 29, 2012,March 30, 2013, a $19,531$1,680 or 14.7% increase.a 4.6% decrease. The table below explains the increase in revenue:

International Foods Group Revenue Changes
Revenues for the three quarters ended September 29, 2012$133,066
                   Higher sales volumes in the U.S. of organic fruits, nuts, sweeteners, and seeds10,778
                   Higher sales volumes of organic feed, nuts and sunflower kernels in Europe, partially 
                   offset by lower coffee volumes

4,578
                   Increased commodity prices for organic commodities such as sweeteners, nuts and 
                   grains, partially offset by lower coffee prices

2,205
                   Favorable impact on revenues due to the stronger euro relative to the U.S. dollar1,970
Revenues for the three quarters ended September 28, 2013$152,597

Gross margin in the International Foods Group decreased by $536 to $17,409 for the three quarters ended September 28, 2013 compared to $17,945 for the three quarters ended September 29, 2012. Gross margin as a percentage of revenues was lower by 2.1% due to costs related to the start-up of our new cocoa processing facility, including mark-to-market losses recorded on commodity cocoa futures contracts, and unfavorable margins realized on specialty coffee due to a decline in market prices. The table below explains the decrease in gross margin:

International Foods Gross Margin Changes
Gross margin for the three quarters ended September 29, 2012$17,945
                   Lower margins due to start-up costs related to our cocoa processing facility, losses 
                   recorded on commodity futures contracts for cocoa, and losses on coffee due to 
                   declining market prices


(3,337)
                   Increased volume and favorable product mix in the U.S. for organic fruit, nuts and seeds2,801
Gross margin for the three quarters ended September 28, 2013$17,409

SUNOPTA INC.52 September 28, 2013 10-Q


Operating income in the International Foods Group decreased by $2,386, or 37.5%, to $3,978 for the three quarters ended September 28, 2013, compared to $6,364 for the three quarters ended September 29, 2012. The table below explains the decrease in operating income:

International Foods Group Operating Income Changes
Operating income for the three quarters ended September 29, 2012$6,364
               Decrease in gross margin, as explained above(536)
               Higher compensation costs due primarily to increased headcount and short term 
               incentives, partially offset by lower pension related expenses

(1,297)
               Increase in other SG&A expenses including rent and professional fees(553)
Operating income for the three quarters ended September 28, 2013$3,978

Looking forward, the International Foods Group is focused on leveraging its sourcing, supply and processing expertise to grow its portfolio of organic ingredients. Long-term group operating margins are targeted at 5% to 6% of revenues, which are expected to be achieved through a combination of strategic sourcing, pricing and product development strategies. We intend to leverage the Group’s sourcing and supply capabilities and forward and backward integrate where opportunities exist, expanding our processing expertise and increasing our value-added capabilities. In addition, we expect our new cocoa processing facility in the Netherlands will increase our ability to grow our organic and specialty cocoa business, once commissioned in the third quarter of 2013. The integrated grains handling and processing facility in Bulgaria added in early fiscal 2013 is expected to diversify and expand our sourcing and processing capabilities in this region, after expansion of capabilities combined with the new growing season. The statements in this paragraph are forward-looking statements. See “Forward-Looking Statements” above. Unfavorable fluctuations in foreign exchange, reduced demand for natural and organic ingredients, increased competition, delayed synergies, as well as our inability to realize our particular strategic expansion goals, along with the other factors described above under “Forward-Looking Statements”, could have an adverse impact on these forward-looking expectations.

SUNOPTA INC.53 September 28, 2013 10-Q



Opta Minerals            
  September 28,  September 29,       
For the three quarters ended 2013  2012  Change  % Change 
             
Revenues$ 108,614 $ 92,526 $ 16,088  17.4% 
Gross margin 18,530  20,074  (1,544) -7.7% 
Gross margin % 17.1%  21.7%     -4.6% 
             
Operating income$ 5,070 $ 8,178 $ (3,108) -38.0% 
Operating income % 4.7%  8.8%     -4.1% 

Opta Minerals contributed $108,614 in revenues for the three quarters ended September 28, 2013, compared to $92,526 for the three quarters ended September 29, 2012, a $16,088 or a 17.4% increase. The table below explains the increase in revenue:

Opta Minerals Revenue Changes 
Revenues for the three quartersquarter ended September 29, 2012March 30, 2013$92,52636,225
               Incremental revenues due to the acquisition of WGI in August 201221,943
               Decreased volumes of steel and magnesium products due to a slowdown in the steel 
               industry

(3,205)

Decreased volumes of abrasive and industrial mineral products due to acompetitive pressures and weather-related slowdown in
               the North American constructionAmerica

(1,451)

Reduced pricing for steel and infrastructure sectorsmagnesium products, partially offset by higher volumes


(2,650)(229)
Revenues for the three quartersquarter ended September 28, 2013April 5, 2014$108,61434,545

Gross margin for Opta Minerals decreased by $1,544$2,338 to $18,530$4,899 for the three quartersquarter ended September 28, 2013April 5, 2014 compared to $20,074$7,237 for the three quartersquarter ended September 29, 2012,March 30, 2013, and the gross margin percentage decreased by 4.6%5.8% to 17.1%14.2% . The decrease in gross margin as a percentage of revenue was driven by reduceddue to competitive pricing in a number of core product categories and a shifthigher operating costs due in product mix. The acquisition of WGI has increased the relative percentage of abrasive product revenues, which have lower margins than steel and magnesium products.part to adverse weather conditions in North America. The table below explains the decrease in gross margin:

SUNOPTA INC.28April 5, 2014 10-Q


Opta Minerals Gross Margin Changes 
Gross margin for the three quartersquarter ended September 29, 2012March 30, 2013$20,0747,237
               Lower volumes

Impact of lower pricing for steel and magnesium products combined with lower margins due to 
               changes in product and customer mix


(2,299)(1,277)

Lower volumes higher plant costs and unfavorable pricing of abrasive and industrial
mineral products combined with weather- related higher operating costs


(1,772)
               Incremental gross margin due to the acquisition of WGI2,527(1,061)
Gross margin for the three quartersquarter ended September 28, 2013April 5, 2014$18,5304,899

SUNOPTA INC.54 September 28, 2013 10-Q


Operating income for Opta Minerals decreased by $3,108,$1,438, or 38.0%58.4%, to $5,070$1,025 for the three quartersquarter ended September 28, 2013,April 5, 2014, compared to $8,178$2,463 for the three quartersquarter ended September 29, 2012.March 30, 2013. The table below explains the decrease in operating income:

Opta Minerals Operating Income Changes 
Operating income for the three quartersquarter ended September 29, 2012March 30, 2013$8,1782,463

Decrease in gross margin, as explained above

(1,544)(2,338)
               Incremental

Decrease in other SG&A, relatedprimarily due to WGIlower compensation costs through the rationalization and integration of acquired businesses

(2,817)753

Increase in foreign exchange gains

795
               Lower bad debt expenses, which were higher in 2012 due to the bankruptcy of a 
               customer, partially offset by increase in professional fees and other SG&A expenses

458147
Operating income for the three quartersquarter ended September 28, 2013April 5, 2014$5,0701,025

Opta Minerals continues to develop and introduce new products into the marketplace, and is focused on leveraging theits global platform that has been put in place both to drive theseexpansion of existing product offerings to a wider customer base and new products and to improve efficiencies. Opta Mineralsgeographies. In addition, it continues to target expansion in core North Americanfocus on maximizing operating efficiencies and Europeanintroducing new and innovative products to the markets through a combination of internal growth and integrating strategic acquisitions.it serves. We own 66.1%approximately 66% of Opta Minerals and segment operating income is presented prior to non-controlling interest expense. The statements in this paragraph are forward-looking statements. See “Forward-Looking Statements” above. An extended period of softness in the steel and foundry industries, slowdowns in the economy, or delays in bringing new products and operations completely online, along with the other factors described above under “Forward-Looking Statements,” could have an adverse impact on these forward-looking expectations.

Corporate Services            
  September 28,  September 29,       
For the three quarters ended 2013  2012  Change  % Change 
             
Operating loss$ (5,596)$ (4,781)$ (815) -17.0% 
SUNOPTA INC.29April 5, 2014 10-Q


Corporate Services            
For the quarter ended April 5, 2014  March 30, 2013  Change  % Change 
             
Operating loss$ (2,282)$ (1,411)$ (871) -61.7% 

Operating loss at SunOpta Corporate Services increased by $815$871 to $5,596$2,282 for the three quartersquarter ended September 28, 2013,April 5, 2014, from a loss of $4,781$1,411 for the three quartersquarter ended September 29, 2012.March 30, 2013. The table below explains the increase in operating loss:

Corporate Services Operating Loss Changes 
Operating loss for the three quartersquarter ended September 29, 2012March 30, 2013$(4,781)(1,411)

Higher compensation-related costs due to increased headcount, short-term incentives, stock-based compensation and health benefits

(1,461)

Increased IT consulting, professional fees and other general office spending on investor relations, travel and lease costs

(824)(592)
               Increased professional fees, consulting costs and higher spending on information 
               technology system support

(713)

Decrease in foreign exchange gains

(458)(142)

Increase in corporate management fees that are allocated to SunOpta operating groups

1,1801,324
Operating loss for the three quartersquarter ended September 28, 2013April 5, 2014$(5,596)(2,282)

Management fees mainly consist ofCorporate Services provides leadership and support services across the organization including management, finance, operations, business development, information technology, human resources and administrative functions. The salaries of corporateCorporate Services personnel who perform back office functions for divisions, as well asand other costs related to the enterprise resource management system used within several of the divisions. These expensesproviding these services are allocated to the SunOpta operating groups based on (1) specific identification of allocable costs that represent a service provided to each operating group,group; and (2) a proportionate distribution of costs based on a weighting of factors such as revenue contribution and number of people employedemployees within each division.group.

SUNOPTA INC.55 September 28, 2013 10-Q


Liquidity and Capital Resources

We have the following sources from which we can fund our operating cash requirements:

On July 27, 2012, we entered into an amended and restated credit agreement with a syndicate of lenders. The amended agreement provides secured revolving credit facilities of Cdn $10,000 and $165,000, as well as an additional $50,000 in availability upon the exercise of an uncommitted accordion feature. These facilities mature on July 27, 2016, with the outstanding principal amount repayable in full on the maturity date. These facilities support our core North American food operations.

On September 25, 2012, The Organic Corporation (“TOC”) and certain of its subsidiaries entered into a credit facilities agreement with two lenders, which provides for a €45,000 revolving credit facility covering working capital needs and a €3,000 pre-settlement facility covering currency hedging requirements. The revolving credit facility and pre-settlement facility are due on demand with no set maturity date, and the credit limit can be extended or adjusted based on the needs of the business and upon approval of the lenders. On April 25, 2014, the lenders increased the amount available under the revolving credit facility to €51,000 until May 31, 2014. These facilities support the global sourcing, supply and processing capabilities of the International Foods Group.TOC. In addition, on May 22, 2013,April 29, 2014, a subsidiary of TOC entered into a separatean amended revolving credit facility agreement to provide up to €4,500 to cover the working capital needs of TOC’s Bulgarian operations. Borrowings under this facility are repayable in full on April 30, 2015.

SUNOPTA INC.30April 5, 2014 10-Q

On July 24, 2012,April 30, 2013, Opta Minerals amended and restated its credit agreement to include a Cdn $15,000$20,000 revolving term credit facility and a Cdn $52,500 non-revolving term credit facility. The revolving term credit facility matures on August 14, 2014, with the outstanding principal amount repayable in full on the maturity date. The principal amount of the non-revolving term credit facility is repayable in equal quarterly installments of approximately Cdn $1,312. Opta Minerals may be required to make additional repayments on the non-revolving term credit facility if certain financial covenants are not met. The non-revolving term credit facility matures on May 18, 2017, with the remaining outstanding principal amount repayable in full on the maturity date. These credit facilities are specific to the operations of Opta Minerals; are standalone and separate from facilities used to finance our core food operations; and carry no cross default or other provisions.are without recourse to SunOpta Inc.

On April 30, 2013,As at March 31, 2014, Opta Minerals amended its credit agreementwas not in compliance with its lenders to increase the revolving term credit facility to Cdn $20,000. On the same date, certain financial covenants under theits credit agreement, were amended for the periods ending June 30, 2013 and September 30, 2013. On June 28, 2013, the credit agreement was further amended in respect of certain financial covenants for the periods ended June 30, 2013, September 30, 2013 and December 31, 2013. As at June 30, 2013, Opta Minerals was in compliance with these financial covenants; however, Opta Minerals was not able to achieve the covenant requirements for the quarter ended September 30, 2013, which constitutes an event of default under the credit agreement. On October 31, 2013, Opta Minerals obtained a waiver from itsMay 8, 2014, the lenders in respectwaived compliance with these covenants for the first quarter of these financial covenants. On the same date,2014, and amended the credit agreement was amended to increasereset the applicable margin on borrowings up to 5.00% based on certain financial ratios of Opta Minerals.covenants for the quarterly periods ending June 30, 2014 through September 30, 2015. As it is not considered probable that Opta Minerals will meetviolate the existing financialamended covenant requirements under the credit agreement as atwithin the next compliance date of December 31, 2013,12 months, the non-revolving term credit facility has beencontinues to be classified as currentnon-current on the consolidated balance sheet as at September 28, 2013. However, Opta Minerals is in the process of amendingApril 5, 2014. Also effective May 8, 2014, the credit agreement was further amended to resetextend the maturity date of the revolving term credit facility to August 14, 2015, and to increase the applicable margin on borrowings up to 5.50% based on certain financial covenants for the quarterly periods ending December 31, 2013 through March 31, 2015.ratios of Opta Minerals.

In order to finance significant acquisitions that may arise in the future, we may need additional sources of cash that we could attempt to obtain through a combination of additional bank or subordinated financing, a private or public offering of debt or equity securities, or the issuance of common stock as consideration in an acquisition. There can be no assurance that these types of financing would be available or, if so, on terms that are acceptable to us.

SUNOPTA INC. 56 September 28, 2013 10-Q


In the event that we require additional liquidity due to market conditions, unexpected actions by our lenders, changes to our growth strategy, or other factors, our ability to obtain any additional financing on favorable terms, if at all, could be limited.

Cash Flows

Cash flows for the quarter ended September 28, 2013April 5, 2014

Net cash and cash equivalents increased $359declined $1,900 in the thirdfirst quarter of 20132014 to $6,819$6,637 as at September 28, 2013,April 5, 2014, compared with $6,460$8,537 at June 29,December 28, 2013, which primarily reflected the following uses of cash:

TheseAll uses of cash were mostly offset by the following sourcesnet borrowings under our credit facilities of cash:$15,529.

Cash provided byin operating activities of continuing operations declined by $6,180 to $10,009was $12,596 in the thirdfirst quarter of 2014, compared with $6,719 in the first quarter of 2013, compared with $16,189an increase in cash used of $5,877. In the thirdfirst quarter of 2012,each fiscal year, cash used in continuing operations reflects the normal timing of cash payments to growers for crop deliveries during the fourth quarter of the prior year, which mainly reflected higheris typically the quarter with the highest level of deliveries. In addition, working capital levels increased in the first quarter of 2014 to support the new organic cocoagrowth in our international sourcing and sunflower processing operations of the International Foods Group.supply operations.

Cash used in investing activities of continuing operations declined by $13,388$8,273 to $3,960$3,945 in the thirdfirst quarter of 2014, compared with $12,218 in the first quarter of 2013, compared with $17,348 in the third quarter of 2012, reflecting net cash of $11,644 paid by Opta Mineralsmainly due to acquire WGI in the third quarter of 2012, and thea decrease in restricted cash of $6,495 in the third quarter of 2013; partially offset by an increase in capital expenditures of $5,088$4,669, reflecting higher spending in the third quarter of 2013.

Cash used in financing activities of continuing operations was $5,736 in the thirdfirst quarter of 2013 compared with cash provided of $1,757 in the third quarter of 2012, an increase in cash used of $7,493, reflecting net repayments of borrowings of $6,463 in the third quarter of 2013; compared with a $15,234 increase in long-term debt in the third quarter of 2012, mainly related to the WGI acquisition by Opta Minerals, partially offset by net repayments of other borrowings of $12,472our cocoa processing facility and the payment of financing fees of $1,315.

Cash flows for the three quarters ended September 28, 2013

Net cash and cash equivalents declined $21 in the first three quarters of 2013 to $6,819 as at September 28, 2013, compared with $6,840 at December 29, 2012, which primarily reflected the following uses of cash:

SUNOPTA INC.57 September 28, 2013 10-Q



These uses of cash were mostly offset by the following sources of cash:

Cash provided by operating activities of continuing operations, declined by $6,278 to $31,767 in the first three quarters of 2013, compared with $38,045 in the first three quarters of 2012, which mainly reflected increased working capital levels to support the new organic cocoa and sunflower processing operations of the International Foods Group, as well as our expanded aseptic beverage and re-sealable pouch operations. Cash used in operating activities related to discontinued operations of $4,608 included the $4,360 of cash paid in connection with the CSOP arbitration settlement in the second quarter of 2013.

Cash used in investing activities of continuing operations decreased by $15,674 to $31,676 in the first three quarters of 2013, compared with $47,350 in the first three quarters of 2012, reflecting net cash paid to acquire OLC of $3,828 in the first quarter of 2013, compared with cash paid by Opta Minerals of $29,174 to acquire WGI in the third quarter of 2012 and Babco in the first quarter of 2012, and the decrease in restricted cash of $6,495 in the third quarter of 2013; partially offset by an increase in capital expenditures of $15,150 in the first three quarters of 2013. Cash provided by investing activities relating to discontinued operations of $12,134 in the first three quarters of 2012 primarily reflected the net proceeds on the sale of Purity of $12,189.

SUNOPTA INC.31April 5, 2014 10-Q

Cash provided by financing activities of continuing operations was $4,553$14,585 in the first three quartersquarter of 2013,2014, compared with cash used of $1,000$19,057 in the first three quartersquarter of 2012, an increase2013, a decrease of $4,472, which reflected a $5,110 decrease in cash provided of $5,553, reflecting net borrowings $2,643under our credit facilities, due primarily to reduced capital spending in the first three quartersquarter of 2013;2014, compared with net repayments of borrowings of $33,821 and payment of financing fees of $2,490 in the first three quartersquarter of 2012, partially offset by a $34,607 increase in long-term debt mainly related to the WGI and Babco acquisitions by Opta Minerals.2013.

Off-Balance Sheet Arrangements

There are currently no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition.

Contractual Obligations

Other than the amendments to the Opta Minerals revolving term credit facilityagreement described above under “Liquidity and Capital Resources”, there have been no material changes outside the normal course of business in our contractual obligations since December 29, 2012.28, 2013.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, related revenues and expenses, and disclosure of gain and loss contingencies at the date of the financial statements. The estimates and assumptions made require us to exercise our judgment and are based on historical experience and various other factors that we believe to be reasonable under the circumstances. We continually evaluate the information that forms the basis of our estimates and assumptions as our business and the business environment generally changes. The use of estimates is pervasive throughout our financial statements. Except as described below, thereThere have been no material changes to the critical accounting estimates disclosed under the heading “Critical Accounting Estimates” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the Form 10-K.

Investment

We account for our equity investment in Mascoma using the cost method. For reporting periods in which events or changes in circumstances have occurred that may have a significant adverse effect on our ability to recover the carrying value of our

SUNOPTA INC.58 September 28, 2013 10-Q


investment in Mascoma, we are required to estimate the fair value of our investment in order to evaluate whether the investment is impaired. In the event that the carrying value of our investment in Mascoma exceeds its fair value, we determine whether the decline in fair value is other-than-temporary. In doing so, we consider information relevant to the estimation of Mascoma’s enterprise value and stock price, including external factors such as the stock prices of comparable publicly-traded renewable energy companies. We also consider the commercial viability and future earnings prospects of Mascoma’s products and technologies, as well as Mascoma’s ability to raise additional capital to fund its operational requirements.

In order to estimate the fair value of our investment in Mascoma, we assess the expected value of future liquidity events on a probability-weighted basis. Some of the more significant estimates and assumptions inherent in our valuation analysis include: the identification of likely future liquidity events based on available information; the amount and timing of the potential cash flows from the future liquidity events; and the weighting assigned to each future liquidity event based on the probability of each occurring. A change in any of these estimates and assumptions could produce a different fair value, which could have a material impact on our results of operations.

Goodwill

Goodwill is not amortized but is tested for impairment at the reporting unit level at least annually, or whenever events or changes in circumstances between the annual impairment tests indicate that the carrying amount of goodwill may be impaired. We perform our annual quantitative test for goodwill impairment related to the reporting units of SunOpta Foods as of the beginning of the fourth quarter. Goodwill related to the reporting units of Opta Minerals is tested at the end of the third quarter. Based on the quantitative testing performed at Opta Minerals as at September 30, 2013, we recorded a goodwill impairment loss of $3,552 related to one of Opta Minerals’ reporting units in the third quarter of 2013 (as described above under “Goodwill Impairment”). The fair value of the reporting unit was estimated based on the expected present value of future cash flows, which included the following assumptions: (i) an estimated cumulative average operating income growth rate from 2014 to 2017 of 25.7%; (ii) a projected long-term annual operating income growth rate of 2.5%; and (iii) a risk-adjusted discount rate of 14.0% . There was no indication of goodwill impairment related to the other reporting units of Opta Minerals based on the testing done as at September 30, 2013.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

For quantitative and qualitative disclosures about market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk”, of the Form 10-K. There have been no material changes to our exposures to market risks since December 29, 2012.28, 2013.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management has established disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within time periods specified in the Securities and Exchange Commission’s rules and forms. Such disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures (as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act) as of the end of the period covered by this quarterly report. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 28, 2013.April 5, 2014.

SUNOPTA INC.32April 5, 2014 10-Q

Changes in Internal Control Over Financial Reporting

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated whether any change in our internal control over financial reporting (as such term is defined under Rule 13a-15(f) promulgated under the Exchange Act) occurred during the quarter ended September 28, 2013.April 5, 2014. Based on that evaluation, management concluded

SUNOPTA INC.59 September 28, 2013 10-Q


that there were no changes in our internal control over financial reporting during the quarter ended September 28, 2013April 5, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

SUNOPTA INC.6033 September 28, 2013April 5, 2014 10-Q


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are involved in litigation incident to the ordinary conduct of our business. For a discussion of other legal proceedings, see note 1311 to the interim consolidated financial statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

Certain risks associated with our operations are discussed in our Annual Report on Form 10-K for the year ended December 29, 2012.28, 2013. There have been no material changes to the previously-reported risk factors as of the date of this quarterly report. All of such previously reported risk factors continue to apply to our business and should be carefully reviewed in connection with an evaluation of our Company.

Item 6. Exhibits

The list of exhibits in the Exhibit Index is incorporated herein by reference.

SUNOPTA INC.6134 September 28, 2013April 5, 2014 10-Q


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 thereunto duly authorized.

 SUNOPTA INC.
  
Date: November 6, 2013May 14, 2014/s/ Robert McKeracher
 Robert McKeracher
 Vice President and Chief Financial Officer
 (Authorized Signatory and Principal Financial Officer)


SUNOPTA INC.6235 September 28, 2013April 5, 2014 10-Q

EXHIBIT INDEX

Exhibit No.Description
10.1

Retirement and Consulting Agreement, dated January 10, 2014, between SunOpta Grains and Foods, Inc. and Allan G. Routh (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 13, 2014).

31.1

Certification by Steven Bromley, Chief Executive Officer, pursuant to Rule 13a – 14(a) under the Securities Exchange Act of 1934, as amended.

31.2

Certification by Robert McKeracher, Vice President and Chief Financial Officer, pursuant to Rule 13a – 14(a) under the Securities Exchange Act of 1934, as amended.

32

Certifications by Steven Bromley, Chief Executive Officer, and Robert McKeracher, Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350.

 101.INS

XBRL Instance Document.

 101.SCH

XBRL Taxonomy Extension Schema Document.

 101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

 101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

 101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

 101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.


SUNOPTA INC.6336 September 28, 2013April 5, 2014 10-Q