HIGHER SUGAR VOLUME FOR THE QUARTER AND YEAR-TO-DATE
IMPROVED MAPLE PRODUCTS ADJUSTED GROSS MARGIN PERCENTAGE FOR THE QUARTER AND YEAR-TO-DATE
MONTREAL, Aug. 01, 2018 (GLOBE NEWSWIRE) — Rogers Sugar Inc. (TSX:RSI)
As a result of the acquisition of LBMT and Decacer, the Company now has the following two operating segments: Sugar and Maple products.
Sugar
The Company’s total sugar deliveries increased by approximately 8,400 metric tonnes and 8,700 metric tonnes for the third quarter and the first nine months of the current fiscal year, respectively, versus the comparable periods last year.
During the third quarter, the industrial market segment increased by approximately 2,300 metric tonnes when compared to the same quarter last year, which is mainly explained by timing in deliveries. Year-to-date, the industrial segment decreased by approximately 4,600 metric tonnes versus last year, mainly due to a softening in demand from our customers.
The consumer market volume was slightly below last year for the current quarter and year-to-date with a decrease of approximately 1,200 metric tonnes and approximately 2,100 metric tonnes, respectively, both variations explained by timing in customers’ promotional activities.
Liquid volume was approximately 3,100 metric tonnes higher than the third quarter of last year mainly due to the recapture of some business temporarily lost to high fructose corn syrup (“HFCS”) in fiscal 2017 and to some extent, additional demand from existing customers. Year-to-date, the liquid volume was approximately 8,600 metric tonnes higher than last year due to the deliveries of a HFCS substitutable customer in Western Canada for the full nine months of fiscal 2018 as opposed to eight months in the same period of fiscal 2017, to additional demand from existing customers and the recapture of some business temporarily lost to HFCS.
Exports were approximately 4,200 metric tonnes and 6,800 metric tonnes higher than the third quarter and year-to-date of fiscal 2017 respectively, due to timing in sales deliveries to Mexico, as well as additional U.S. high tier opportunistic sales versus last year’s comparative periods.
With the mark-to-market of all derivative financial instruments and embedded derivatives in non-financial instruments at the end of each reporting period, our accounting income does not represent a complete understanding of factors and trends affecting the business. Consistent with previous reporting, we prepared adjusted gross margin and adjusted earnings results to reflect the performance of the Company during the period without the impact of the mark-to-market of derivative financial instruments and embedded derivatives in non-financial instruments. Earnings before interest and income taxes (“EBIT”) for the Sugar segment included a mark-to-market gain of $3.6 million and $7.1 million for the third quarter of fiscal 2018 and year-to-date, which was deducted to calculate the adjusted EBIT and adjusted gross margin results. See “Non-GAAP measures” section in the MD&A.
Adjusted gross margin for the quarter was $20.7 million compared to $22.8 million for the same quarter last year. The decrease of $2.1 million is due mainly to lower #11 raw sugar values when compared to last year, which has a negative impact on Taber’s domestic sales gross margin rate. In addition, by-product revenues were slightly lower than the comparable quarter last year. Adjusted gross margin per metric tonne amounted to $113.37 for the current quarter versus $131.31 for the same period last year. The decrease is due mainly to the lower #11 raw sugar values which, as mentioned above, has a negative impact on Taber’s domestic sales gross margin and to the unfavorable sales mix, with higher industrial, liquid and export sales, compounded by lower consumer volume. Year-to-date, adjusted gross margin of $73.9 million includes a non-cash pension plan income of $1.5 million recorded as a result of the approval by the Alberta Treasury Board and Finance of an amendment to the Alberta hourly pension plan. Excluding this non-cash income, adjusted gross margin was $72.4 million or $2.8 million lower than last year. The decrease is mainly explained by the third quarter results and additional operating expenses at the beginning of the year. The year-to-date adjusted gross margin rate of $142.11 per metric tonne includes a gain of $2.84 for the non-cash pension plan income, explained above, thus reducing the adjusted gross margin rate to $139.27 per metric tonne as compared to $147.19 for fiscal 2017, a decrease of $7.92 per metric tonne. The negative impact of the unfavorable sales mix and lower #11 raw sugar values also affected the year-to-date results. In addition, lower by-product revenues when compared to last year also contributed to the decrease in adjusted gross margin per metric tonne.
Administration and selling expenses for the third quarter of fiscal 2017 includes $0.6 million of acquisition costs for LBMT. Excluding this non-recurring expense, administration and selling expenses were $0.7 million higher than the third quarter and year-to-date results of fiscal 2017 mainly explained by higher employee benefits and timing of expenses.
Distribution costs for the current quarter and year-to-date were $0.3 million higher than the comparable periods last year due to additional storage costs in Taber and an overall increase in freight rates.
Adjusted results from operating activities for the third quarter and year-to-date amounted to $12.0 million and $49.7 million, respectively, a decrease of $2.5 million for the current quarter and $1.8 million for the first nine months of fiscal 2018. The acquisition of LBMT has resulted in expenses in fiscal 2017 that do not reflect the economic performance of the operation of the Sugar Segment and non-cash depreciation and amortization expense also had a negative impact on the results from operating activities. As such Management believes that the Sugar segment’s financial results are more meaningful to management, investors, analysts, and any other interested parties when financial results are adjusted for the above mentioned items. See “Non-GAAP measures” section in the MD&A. Adjusted EBITDA is defined as the earnings before interest expenses, taxes and depreciation and amortization expenses of the Sugar segment, adjusted for the total adjustment to cost of sales and the amortization of transitional balances to costs of sales for cash flow hedges relating to its segment and Sugar segment acquisition costs.
The results of operations would therefore need to be adjusted by the following:
| (In thousands of dollars) | Three months ended | Nine months ended | |||
| June 30, 2018 |
July 1, 2017 |
June 30, 2018 |
July 1, 2017 |
||
| Results from operating activities | $15,583 | $1,513 | $56,767 | $30,893 | |
| Total adjustment to cost of sales (1) (2) | (3,586) | 12,957 | (7,077) | 20,558 | |
| Adjusted results from operating activities | 11,997 | 14,470 | 49,690 | 51,451 | |
| Non-recurring expenses: | |||||
| Acquisition costs incurred | – | 630 | – | 630 | |
| Depreciation of property, plant and equipment and amortization of intangible assets | 3,587 | 3,270 | 10,064 | 9,807 | |
| Adjusted EBITDA | $15,584 | $18,370 | $59,754 | $61,888 | |
(1) See “Non-GAAP measures” section.
(2) See “Adjusted results” within the unaudited condensed consolidated interim operating results section and “Segmented information” section of the MD&A.
Adjusted EBITDA for the third quarter and year-to-date amounted to $15.6 million and $59.8 million, respectively, versus $18.4 million and $61.9 million for the comparable periods last year, representing a decrease of $2.8 million and $2.1 million, respectively. The decrease for both the quarter and year-to-date is mainly explained by lower adjusted gross margin, as explained above, and higher selling and administrative expenses and distribution expenses.
Maple products
Gross margin of $7.2 million and $20.7 million for the third quarter of fiscal 2018 and year-to-date do not reflect the economic margin of the Maple products segment, as it includes a gain of $0.2 million and $0.9 million for the mark-to-market of derivative financial instruments on foreign exchange contracts, respectively. The mark-to-market was deducted to calculate adjusted EBITDA and adjusted gross margin results. See “Non-GAAP measures” section in the MD&A.
Adjusted gross margin for the current quarter was $7.0 million, representing an adjusted gross margin percentage of 13.9% while year-to-date adjusted gross margin amounted to $19.7 million, 12.9% of revenues. However, included in cost of sales for the first quarter of fiscal 2018, was an amount of $0.3 million due to an increase in value of the finished goods inventory at the date of acquisition of Decacer. Under IFRS, all inventories of finished goods upon acquisition is valued at the estimated selling price less the sum of the costs of disposal, and a reasonable profit allowance for the selling effort of the acquirer which results in lower selling margins when the acquired inventory is sold. Without this adjustment, adjusted gross margin for the first nine month of the year would have been $20.0 million or 13.1% of revenues.
Administration and selling expenses amounted to $2.4 million for the current quarter and $8.8 million year-to-date, the latter includes non-recurring costs of $0.9 million and $0.7 million in consulting fees and other costs incurred as a result of the acquisition of Decacer in the first quarter.
Distribution expenses were $1.1 million for the current period and $2.8 million, year-to-date.
In addition to the impact of the mark-to-market adjustment for derivative instruments, the acquisition by LBMT of Decacer has resulted in expenses that do not reflect the economic performance of the operation of LBMT. Finally, certain non-cash items and non-recurring expenses also had a negative impact on the results from operating activities. As such Management believes that the Maple products segment’s financial results are more meaningful to management, investors, analysts, and any other interested parties when financial results are adjusted for the above mentioned items. See “Non-GAAP measures” section in the MD&A. Maple products Adjusted EBITDA is defined as the earnings before interest expenses, taxes and depreciation and amortization expenses of the Maple products segment, adjusted for the total adjustment to cost of sales relating to its segment and non-recurring expenses.
The results of operations would therefore need to be adjusted by the following:
| (In thousands of dollars) | Three months ended | Nine months ended | |||
| June 30, 2018 |
July 1, 2017 |
June 30, 2018 |
July 1, 2017 |
||
| Results from operating activities | $3,713 | $ – | $9,102 | $ – | |
| Total adjustment to cost of sales (1) (2) | (157) | – | (923) | – | |
| Adjusted results from operating activities | 3,556 | – | 8,179 | – | |
| Non-recurring expenses: | |||||
| Acquisition costs incurred | – | – | 675 | – | |
| Other non-recurring items | (166) | – | 927 | – | |
| Finished goods valued at the estimated selling price less disposal cost as of acquisition date | – | – | 261 | – | |
| Depreciation and amortization | 1,359 | – | 3,814 | – | |
| Maple products segment adjusted EBITDA(1) (2) | $4,749 | $ – | $13,856 | $ – | |
(1) See “Non-GAAP measures” section.
(2) See “Adjusted results” within the unaudited condensed consolidated interim operating results section and “Segmented information” section of the MD&A.
Other non-recurring items mainly include severance costs expensed to date.
Consolidated
Adjusted gross margin for the third quarter and the nine months of fiscal 2018 was $27.7 million and $93.6 million, respectively. This compares to $22.8 million and $75.2 million, respectively, for the comparable periods last year. The Maple segment contributed $7.0 million for the third quarter and $19.7 million year-to-date of adjusted gross margin, partially offset by a lower contribution of the Sugar segment which was explained above in the segmented information section.
The following is a table showing the reconciliation of the EBIT to the Adjusted EBITDA:
| Consolidated results (In thousands of dollars, except per share information) |
Three months ended | Nine months ended | |||
| June 30, 2018 |
July 1, 2017 |
June 30, 2018 |
July 1, 2017 |
||
| EBIT as per financial statements | $19,296 | $1,513 | $65,869 | $30,893 | |
| Adjustment as per above | (2,984) | 13,650 | (5,867) | 22,724 | |
| Amortization of transitional balance to cost of sales as per above | (759) | (693) | (2,133) | (2,166) | |
| Adjusted EBIT | 15,553 | 14,470 | 57,869 | 51,451 | |
| Depreciation of property, plant and equipment | 3,964 | 3,217 | 11,042 | 9,647 | |
| Amortization of intangible assets | 982 | 53 | 2,836 | 160 | |
| Sugar Segment acquisition costs | – | 630 | – | 630 | |
| Maple Segment non-recurring expenses (2) | (166) | – | 1,863 | – | |
| Adjusted EBITDA (1) | $20,333 | $18,370 | $73,610 | $61,888 | |
(1) See “Non-GAAP measures” section of the MD&A.
(2) See “Adjusted results” within the unaudited condensed consolidated interim results of operation section and “Segmented information” section of the MD&A.
Adjusted EBITDA for the third quarter of fiscal 2018 was $20.3 million versus $18.4 million for the comparable period last year, an increase of $2.0 million. Adjusted EBITDA for the first nine months of fiscal 2018 amounted to $73.6 million versus $61.9 million for the comparable period last year, an improvement of $11.7 million. The variation for both periods is mainly explained by the Maple product segment which contributed $4.8 million and $13.9 million in adjusted EBITDA for the current quarter and year-to-date, respectively. However, the adjusted EBITDA of the Sugar segment was $2.8 million and $2.1 million lower than the same comparable periods, which are explained above in the segmented information section.
Excluding the amortization of the transitional balance, net finance costs for the third quarter and year-to-date were $2.1 million and $5.7 million higher than the comparable period of last year, respectively, due to the increase in overall borrowings under the revolving credit facility and the convertible unsecured subordinated debentures, the increase in interest rates on the revolving credit facility, the additional accretion expense on the convertible unsecured subordinated debentures and the additional interest payable by LBMT and Decacer to the Fédération des Producteurs Acéricoles du Québec (“FPAQ”) on syrup purchases.
Free cash flow for the third quarter of 2018 was $7.1 million compared to $6.9 million for the same period last year, an increase of $0.2 million. The variation is mainly explained by an increase in adjusted EBIT of $2.8 million, adjusted for depreciation and amortization expenses (See “Non-GAAP measures” section in the MD&A) as well as a decrease in income taxes paid of $0.1 million. Offsetting a portion of the positive variance is an amount of $1.8 million paid, under the Normal Course Issuer Bid (“NCIB”), to purchase and cancel common shares, an increase in interest paid of $0.3 million, higher capital and intangible assets expenditures, net of operational excellence capital expenditures of $0.3 million and higher pension plan contribution of $0.1 million. Year-to-date, free cash flow for the current fiscal year amounted to $37.4 million compared to $34.0 million for the same period last year, an increase of $3.4 million. The increase is also explained by higher adjusted EBIT of $9.0 million, adjusted for depreciation and amortization expenses and net of the non-cash pension income and lower income taxes paid of $4.3 million. The items that created a negative variance for the quarter also applied for the year-to-date free cash flow such as higher interest paid of $3.9 million, higher capital and intangible assets spending, net of operational excellence capital expenditures of $2.4 million, the purchase and cancellation of common shares under the NCIB of $1.8 million and higher pension contributions of $0.9 million. In addition, in fiscal 2017, an amount of $0.4 million was received following the exercise of share options by executives, compared to none in the current fiscal year. Finally, an additional $0.1 million was paid in fiscal 2018 for financial charges relating to the revolving credit facility.
Outlook
We expect total sugar volume to remain unchanged from previous expectations, whereby volume should increase by approximately 10,000 metric tonnes versus fiscal 2017.
In fiscal 2018, we expect the industrial and consumer sugar market segment to decrease slightly compared to fiscal 2017. This softness will be more than offset through gains in the liquid and export segments, which should both increase by approximately 10,000 metric tonnes each.
The Company will continue to aggressively pursue additional opportunities to increase export volume.
In fiscal 2018, the Company will benefit from a full year of operations for LBMT and approximately ten months for Decacer, since its acquisition on November 18, 2017. The Maple products segment is comprised of both LBMT and Decacer. Upon acquisition, Management’s expectations for the Adjusted EBITDA of LBMT and Decacer were $18.4 million and $4.5 million, respectively, for fiscal 2018 for a total of $22.9 million. As of the date of this press release and as communicated on May 1, 2018, Management continue to expect that the Maple products segment Adjusted EBITDA for fiscal 2018 will be lower than expected and should amount to approximately $19.9 million. With the stronger Canadian dollar versus last year, we expect the impact from foreign currency on Adjusted EBITDA to approximate $1.1 million due to sales booked prior to the LBMT acquisition and hedged after, and due to the conversion to Canadian dollar of the U.S. foreign subsidiary, for which both elements had a negative impact on the results year-to-date. In addition, delays in the implementation of operational efficiencies following the acquisition of Decacer also contributed to the lower than expected results for fiscal 2018.
The delays in operational efficiencies is due to a more complex analysis which was undertaken following the acquisition of Decacer and the re-alignment of some of the production lines resulting in a two-phase approach project. The first phase of the project approved this past quarter, is the relocation from the current leased bottling facility in Granby to a new fit for purpose state of the art leased property. This move will allow to better align production flow and to install a new high capacity bottling line at the new location. The completion of the first phase is expected to occur toward the end of fiscal 2019. As a result of this decision, approximately $4.5 million will be spent on return on investment capital expenditures, which will meet our normal threshold of a payback of less than five years. Monies will be spent towards new equipment and leasehold improvements, of which, less than $1.0 million will be spent in fiscal 2018. However, approximately $1.1 million will be spent in fiscal 2019 as non-recurring costs, mostly attributable to lease payments to two locations, moving costs and some additional miscellaneous costs. Savings from a more efficient operation are expected in fiscal 2020.
The operational analysis, with a focus on developing a more specialized and efficient asset footprint, is continuing with the aim of completing the overall plan of the second phase by the fall for the other locations with implementation in fiscal 2019 or early 2020.
As of February 1, 2018 and as previously communicated, Management’s expectations for the Adjusted EBITDA of LBMT and Decacer for fiscal 2019 were $20.5 million and $5.1 million, respectively, for a total of $25.6 million. As of the date of this press release and as communicated on May 1, 2018, Management continue to expect that the Maple products segment Adjusted EBITDA for fiscal 2019 to amount to approximately $21.1 million for fiscal 2019 or approximately $22.2 million, when excluding non-recurring costs relating to the Granby location move. The business continues to work through the identified integration plans. While the timing and outcome of each initiative has changed since our initial forecast, our original overall integration gains are achievable albeit over a modestly longer time horizon.
Capital expenditures for the Sugar segment for fiscal 2018 are expected to increase to $20.0 million as the Company intends to spend approximately $6.0 million on operational excellence capital projects. In addition, we have completed the engineering and project design to upgrade the Taber beet factory to be fully compliant with the new air emissions regulations. This solution is expected to require between $8.0 million to $10.0 million in capital expenditures, of which, approximately $2.0 million should be spent in the last quarter of the current fiscal year. Finally, as mentioned above, less than $1.0 million should be spent in fiscal 2018 with regards to the operational excellence project in Granby, which should equate to approximately $2.5 million in capital expenditures for the Maple products segment for the current year. In total, the Company expects to spend approximately $24.5 million in fiscal 2018, of which, $7.0 million should pertain to operational excellence capital projects.
During the quarter, the Company reached an agreement with the Vancouver refinery unionized employees and was signed at competitive rates. In the coming weeks, labour negotiations will start with the Toronto distribution center unionized employees for the renewal of the labour contract that expired in June.
FOR THE BOARD OF DIRECTORS,
Dallas H. Ross, Chairman
Vancouver, British Columbia – August 1, 2018
MANAGEMENT’S DISCUSSION & ANALYSIS
This Management’s Discussion and Analysis (“MD&A”) of Rogers Sugar Inc.’s (“Rogers”, “RSI” or the “Company”) dated August 1, 2018 should be read in conjunction with the unaudited condensed consolidated interim financial statements and related notes for the period ended June 30, 2018, as well as the audited consolidated financial statements and MD&A for the year ended September 30, 2017. The quarterly unaudited condensed consolidated interim financial statements and any amounts shown in this MD&A were not reviewed nor audited by our external auditors.
Management is responsible for preparing the MD&A. This MD&A has been reviewed and approved by the Audit Committee of Rogers and its Board of Directors.
NON-GAAP MEASURES
In analyzing results, we supplement the use of financial measures that are calculated and presented in accordance with IFRS with a number of non-GAAP financial measures. A non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flow that excludes (includes) amounts, or is subject to adjustments that have the effect of excluding (including) amounts, that are included (excluded) in most directly comparable measures calculated and presented in accordance with IFRS. Non-GAAP financial measures are not standardized; therefore, it may not be possible to compare these financial measures with the non-GAAP financial measures of other companies having the same or similar businesses. We strongly encourage investors to review the unaudited consolidated financial statements and publicly filed reports in their entirety, and not to rely on any single financial measure.
We use these non-GAAP financial measures in addition to, and in conjunction with, results presented in accordance with IFRS. These non-GAAP financial measures reflect an additional way of viewing aspects of the operations that, when viewed with the IFRS results and the accompanying reconciliations to corresponding IFRS financial measures, may provide a more complete understanding of factors and trends affecting our business.
The following is a description of the non-GAAP measures used by the Company in the MD&A:
• Adjusted gross margin is defined as gross margin adjusted for:
- “the adjustment to cost of sales”, which comprises of the mark-to-market gains or losses on sugar futures, foreign exchange forward contracts and embedded derivatives as shown in the notes to the unaudited condensed consolidated interim financial statements and the cumulative timing differences as a result of mark-to-market gains or losses on sugar futures, foreign exchange forward contracts and embedded derivatives as described below; and
- “the amortization of transitional balance to cost of sales for cash flow hedges”, which is the transitional marked-to-market balance of the natural gas futures outstanding as of October 1, 2016 amortized over time based on their respective settlement date until all existing natural gas futures have expired, as shown in the notes to the consolidated financial statements.
• Adjusted EBIT is defined as EBIT adjusted for the adjustment to cost of sales, the amortization of transitional balances to cost of sales for cash flow hedges.
• Adjusted EBITDA is defined as adjusted EBIT adjusted to add back depreciation and amortization expenses, the Sugar segment acquisition costs and the Maple Segment non-recurring expenses.
• Adjusted net earnings is defined as net earnings adjusted for the adjustment to cost of sales, the amortization of transitional balances to cost of sales for cash flow hedges, the amortization of transitional balance to net finance costs and the income tax impact on these adjustments. Amortization of transitional balance to net finance costs is defined as the transitional marked-to-market balance of the interest rate swaps outstanding as of October 1, 2016, amortized over time based on their respective settlement date until all existing interest rate swaps agreements have expired, as shown in the notes to the unaudited condensed consolidated interim financial statements.
• Adjusted gross margin rate per MT is defined as adjusted gross margin of the Sugar segment divided by the sales volume of the Sugar segment.
• Adjusted gross margin percentage is defined as the adjusted gross margin of the Maple segment divided by the revenues generated by the Maple product segment.
• Adjusted net earnings per share is defined as adjusted net earnings divided by the weighted average number of shares outstanding.
• Maple products segment Adjusted EBITDA is defined as the earnings before interest expenses, taxes and depreciation and amortization expenses of the Maple products segment, adjusted for the total adjustment to cost of sales relating to its segment and non-recurring expenses.
• LBMT’s Adjusted EBITDA is defined as the earnings before interest expenses, taxes and depreciation and amortization expenses associated to the LBMT acquisition on August 5, 2017, adjusted for the total adjustment to cost of sales relating to its segment and non-recurring expenses.
• LBMT’s EBITDA is defined as earnings before interest expenses, taxes, depreciation and amortization expenses, business combination related costs, gain on business acquisition and fair value adjustment to purchase price allocation on inventories.
• Adjusted pro forma EBITDA is defined as LBMT’s EBITDA, adjusted to include the EBITDA of Highland and Great Northern from April 1, 2016 until their respective acquisition by LBMT and the expected EBITDA of Sucro-Bec for the twelve-month period ended March 31, 2017, as well as certain non-recurring operating expenses.
• Adjusted pro forma EBITDA assuming the LBMT Integration Gains is defined as the adjusted pro forma EBITDA, adjusted to include any recent customer gains, procurement efficiencies, re-alignment of production lines, reduction of maple syrup losses and previous integration of acquired businesses.
• Adjusted pro forma EBITDA assuming the LBMT Integration Gains and the RSI Integration Gains is defined as the adjusted pro forma EBITDA assuming the LBMT Integration Gains, adjusted to include business efficiencies, including procurement cost reductions and Operational Excellence, and customer gains, as a result of the Rogers integration.
• Decacer’s pro forma Adjusted EBITDA is defined as earnings before interest expenses, taxes, depreciation and amortization expense for the twelve-month period ended March 31, 2017, adjusted to take into account non-recurring items identified by the Decacer Management, non-recurring items identified by the Company during the course of its due diligence and estimated adjustments required to reflect the going-forward EBITDA run-rate.
• Free cash flow is defined as cash flow from operations excluding changes in non-cash working capital, mark-to-market and derivative timing adjustments, amortization of transitional balances, financial instruments non-cash amount, and includes funds received or paid from the issue or purchase of shares, deferred financing charges paid and capital expenditures, net of operational excellence capital expenditures.
In the MD&A, we discuss the non-GAAP financial measures, including the reasons why we believe these measures provide useful information regarding the financial condition, results of operations, cash flows and financial position, as applicable. We also discuss, to the extent material, the additional purposes, if any, for which these measures are used. These non-GAAP measures should not be considered in isolation, or as a substitute for, analysis of the Company’s results as reported under GAAP. Reconciliations of non-GAAP financial measures to the most directly comparable IFRS financial measures are also contained in this MD&A.
FORWARD-LOOKING STATEMENTS
This report contains Statements or information that are or may be “forward-looking statements” or “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking statements may include, without limitation, statements and information which reflect the current expectations of Rogers, Lantic, LBMT and Decacer (together all referred to as “the Company”) with respect to future events and performance. Wherever used, the words “may,” “will,” “should,” “anticipate,” “intend,” “assume,” “expect,” “plan,” “believe,” “estimate,” and similar expressions and the negative of such expressions, identify forward-looking statements. Although this is not an exhaustive list, the Company cautions investors that statements concerning the following subjects are, or are likely to be, forward-looking statements: future prices of raw sugar, natural gas costs, the opening of special refined sugar quotas in the United States (“U.S.”), beet production forecasts, growth of the maple syrup industry, anticipated benefit of the LBMT and Decacer acquisitions (including expected adjusted EBITDA), the status of labour contracts and negotiations, the level of future dividends and the status of government regulations and investigations. Forward-looking statements are based on estimates and assumptions made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate and reasonable in the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Actual performance or results could differ materially from those reflected in the forward-looking statements, historical results or current expectations. These risks are referred to in the Company’s Annual Information Form in the “Risk Factors” section and include, without limitation: the risks related to the Company’s dependence on the operations and assets of Lantic, the risks related to government regulations and foreign trade policies, the risks related to competition faced by Lantic, the risks related to fluctuations in margins, foreign exchange and raw sugar prices, the risks related to security of raw sugar supply, the risk related to weather conditions affecting sugar beets, the risks relating to fluctuation in energy costs, the risks that LBMT and Decacer’s historical financial information may not be representative of future performance, the risk that following the acquisition of LBMT on August 5, 2017 and Decacer on November 18, 2017 (the “Acquisitions”), Rogers and Lantic may not be able to successfully integrate LBMT and Decacer’s businesses with their current business and achieve the anticipated benefits of the Acquisitions, the risks of unexpected costs or liabilities related to the Acquisitions, including that the Representation and Warranty Insurance (“RWI”) Policy may not be sufficient to cover such costs or liabilities or that the Company may not be able to recover such costs or liabilities from the shareholders of LBMT and Decacer, the risks related to the regulatory regime governing the purchase and sale of maple syrup in Québec, including the risk that LBMT and Decacer may not be able to maintain their authorized buyer status with the Federation des Producteurs Acéricoles du Québec (“FPAQ”) and the risk that it may not be able to purchase maple syrup in sufficient quantities, the risk related to the production of maple syrup being seasonal and subject to climate change, the risk related to customer concentration and LBMT and Decacer’s reliance on private label customers, the risks related to consumer habits and the risk related to LBMT and Decacer’s business growth, substantially relying on exports.
Although the Company believes that the expectations and assumptions on which forward-looking information is based are reasonable under the current circumstances, readers are cautioned not to rely unduly on this forward-looking information as no assurance can be given that it will prove to be correct. Forward-looking information contained herein is made as at the date of this MD&A and the Company does not undertake any obligation to update or revise any forward-looking information, whether as a result of events or circumstances occurring after the date hereof, unless so required by law. As of the date of this MD&A, and as communicated on May 1, 2018, Management’s expectations with regards to the Maple products segment Adjusted EBITDA for fiscal 2018 has been adjusted to approximately $19.9 million and to approximately $21.1 million for fiscal 2019. Refer to the “Outlook” section of this MD&A for further details.
FORWARD-LOOKING INFORMATION IN THIS MD&A
The following table outlines the forward-looking information contained in this MD&A, which the Corporation considers important to better inform readers about its potential financial performance, together with the principal assumptions used to derive this information and the principal risks and uncertainties that could cause actual results to differ materially from this information.
| Principal Assumptions | Principal Risks and Uncertainties |
| Expected adjusted EBITDA for LBMT | |
| The expected adjusted EBITDA is the expected earnings before interest expenses, taxes, depreciation and amortization expense for a twelve-month period, adjusted for one-time costs and including the integration gains. The Corporation estimates annual operating earnings by subtracting from the estimated revenues, the estimated annual operating costs, from which it subtracts estimated general and administrative expenses. The integration gains include LBMT for fiscal 2018 and RSI integration gains for fiscal 2019. LBMT integration gains are estimated gains resulting from the three acquisitions completed by LBMT since February 2, 2016 and which include customer gains, procurement efficiencies, re-alignment of production lines, reduction of maple syrup losses and previous integration of acquired businesses. RSI integration gains are estimated operational gains resulting from the combination of the Corporation and LBMT which include business efficiencies and customer gains. | • Historical financial information used to estimate amounts may not be representative of future results.
• Variability in LBMT’s performance. • Unexpected administration, selling or distribution expenditures. • Uncertainty of successful integration and operational gains. • Other risks relating to the business of LBMT (refer to the “Risk Factors” section of the MD&A for the year ended September 30, 2017). |
| Expected Adjusted pro forma EBITDA for Decacer | |
| Decacer’s Adjusted pro forma EBITDA is the expected earnings before interest expenses, taxes, depreciation and amortization expense for a twelve-month period, adjusted to take into account non-recurring items identified by Decacer Management, non-recurring items identified by the Company during the course of its due diligence and estimated adjustments required to reflect the going-forward EBITDA run-rate. | • Historical financial information used may not be representative of future results.
• Variability in Decacer’s performance. • Unexpected administration, selling or distribution expenditures. • Uncertainty of successful integration and operational gains. |
INTERNAL DISCLOSURE CONTROLS
In accordance with Regulation 52-109 respecting certification of disclosure in issuers’ interim filings, the Chief Executive Officer and Chief Financial Officer have designed or caused it to be designed under their supervision, disclosure controls and procedures (“DC&P”).
In addition, the Chief Executive Officer and Chief Financial Officer have designed or caused it to be designed under their supervision internal controls over financial reporting (“ICFR”) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes.
The Chief Executive Officer and Chief Financial Officer have evaluated whether or not there were any changes to the Company’s ICFR during the three month period ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR. No such changes were identified through their evaluation.
LIMITATION ON SCOPE OF DESIGN
The Company has limited the scope of its DC&P and ICFR to exclude controls, policies and procedures of LBMT and its subsidiaries, including Decacer, acquired not more than 365 days before the last day of the period covered by the annual filing. The Company elected to exclude it from the scope of certification as allowed by NI 52-109. The Company intends to perform such testing within one year of acquisition.
The chart below presents the summary financial information included in the Corporation’s unaudited condensed consolidated interim financial statements for the excluded business:
| LMBT & Decacer (In thousands of dollars, unaudited) |
For the nine months ended June 30, 2018 $ |
| Statement of Financial Position | |
| Total assets | 290,879 |
| Statement of Comprehensive Income | |
| Total revenue | 152,476 |
| Results from operating activities | 9,102 |
SELECTED FINANCIAL INFORMATION
The following is a summary of selected financial information of Rogers’ unaudited condensed consolidated interim results for the first quarters of fiscal 2018 and 2017.
| (In thousands of dollars, except volume and per share information) | Three months ended | Nine months ended | |||
| June 30, 2018 |
July 1, 2017 |
June 30, 2018 |
July 1, 2017 |
||
| Total volume | |||||
| Sugar (metric tonnes) | 182,331 | 173,969 | 519,728 | 511,068 | |
| Maple syrup (‘000 pounds) | 10,654 | – | 34,570 | – | |
| Total revenues | $199,056 | 166,363 | $593,394 | ||