Good morning and welcome to SunOpta's Third Quarter Fiscal 2021 Earnings Conference Call. By now, everyone should have access to the earnings press release that was issued this morning and is available on the Investor Relations page on SunOpta's website at www.sunopta.com. This call is being webcast and its transcription will also be available on the company's website. As a reminder, please note that the prepared remarks, which will follow contains forward-looking statements and management may make additional forward-looking statements in response to your questions. These statements do not guarantee future performance and therefore undue reliance should not be placed upon them. We refer you to all risk factors contained in SunOpta's press release issued this morning, the company's annual report filed on Form 10-K and other filings with the Securities and Exchange Commission for a more detailed discussion of the factors that could cause actual results to differ materially from those projections and any forward-looking statements. The company undertakes no obligation to publicly correct or update the forward-looking statements made during the presentation to reflect future events or circumstances, except as may be required under applicable security laws. Finally, we would like to remind listeners that the Company may refer to certain non-GAAP financial measures during this teleconference. A reconciliation of these non-GAAP financial measures was included with the Company's press release issued earlier today. And also, please note that unless otherwise stated, all figures discussed today are in U.S. dollars and are occasionally rounded to the nearest million. And now, I'd like to turn the call over to SunOpta's CEO, Joe Ennen. Please go ahead sir.

Good morning and thank you for joining us today. With me on the call is Scott Huckins, our Chief Financial Officer. Before I begin unpacking Q3 results, let me offer three key takeaways from the quarter. First, given everything going on in the macro environment, it is worth starting out by stating that nothing has fundamentally or structurally changed within our business. Our strategies, priorities deployment of capital and expansion plans are all on point. Demand was exceptionally strong, especially in areas like oat base, oat milk and fruit snacks. Again, underline the alignment of our priorities and investments with the market dynamics. Second, we saw very strong demand in plant-based especially in oat as oat revenue tripled versus prior year. Revenue was plus 16% versus prior year achieving our highest ever Q3 in plant-based and were it not for the raw material and labor challenges, we would have had growth in the low 20s percent. Sourcing incremental raw materials and incremental labor above plan proved challenging and disruptive to our operation. It would have been a much smoother quarter if we were just trying to deliver plus 5% plant-based growth, however, our aspirations are much larger than this. From a margin standpoint, gross margin and plant-based declined 360 basis points of which 100 basis points was incremental depreciation and the remaining 260 basis points was the result of the current supply chain and labor challenges. Given some of the challenges reported by our peers, only realizing a 260 basis points supply chain hit solidly represents the efforts of a passionate team hustling for every case and every dollar of productivity. Third, while there was some timing impact in the quarter related to cost inflation, our co-manufacturing costs pass through business model and our other pricing strategies have us in…

Thank you very much Joe, and good morning, everyone. We're excited to record another quarter of plant-based revenue and adjusted EBITDA growth. As Joe mentioned, third quarter revenues of $198.5 million were up 3.6% year-over-year reflecting strong demand in plant-based where revenues increased 16% partially offset by a 9.7% decline in fruit-based revenues due to both the rationalization of marginally profitable SKUs and ongoing shortages of certain fruit varieties. Adjusted EBITDA increased 8.4% to $15.6 million. Gross profit was $23.4 million for the third quarter of 2021, a decrease of $3.5 million compared to the third quarter of 2020. And consolidated gross margin declined 220 basis points to 11.8%. In plant-based, segment level gross margin decreased $1 million or 360 basis points to 16.3%. Lower plant utilization was the primary factor due to supply chain disruptions and labor shortages. This adversely affected plant efficiencies during the third quarter worth 260 basis points. In addition, depreciation expense increased 100 basis points over last year similar to the second quarter. In fruit-based, segment level gross profit declined $2.5 million or 210 basis points to 5.6%. The decline in fruit-based gross margin reflected higher commodity prices for most berries, higher production costs and higher cost of food inventory due to a stronger Mexican peso versus the prior year. Pass-through pricing, rationalization of marginally profitable business and productivity gains were mitigating factors in fruit-based during the quarter. As we have previously stated, we are confident we will pass on materially all of the fruit cost increases, but there is a timeline. Operating income was $3.9 million in the third quarter, compared to $3.1 million in a year earlier period. SG&A decreased $5.6 million or 25.3% to $16.5 million primarily due to reductions in variable compensation and a headcount reduction in our fruit business, partially…

Thank you. [Operator Instructions] Your first question comes from the line of Brian Holland from Cowen & Co. Your line is open.

Yes. Thanks. Good morning. If I could start with the Q4 outlook kind of drilling down on segments here, you talked about sequentially the margins looking a little bit better. Is that balanced? Is that bias towards one segment or the other?

Hey, Brian, good morning. I think that there's a couple of points. We talk about pricing actions that we would expect to benefit the fruit business. We would also expect to continue to the next benefit is obviously the – that the growth profiles the two segments are different.

And the next question comes from the line of Andrew Strelzik from BMO. Your line is open.

Hey, good morning. Thanks for taking the question. I guess to start on the top line side, can you talk a little bit about kind of unpacking between the retail and the food service. You highlighted some of them scanner data numbers, but just curious what you're seeing also on the food service guide, how about recovery inflation number? And last quarter you made some comments about your oatmeal relationships with one of your largest customer on that side. So just any kind of confidence around that or how you're viewing any changes around that would be fantastic guys?

Yes. We actually saw stronger growth on the retail side of the business this quarter fueled by; oat was a strong driver on both sides of the equation, both on retail and food service. Obviously we were particularly pleased with our triple of oat milk revenue and continue to see exceptionally strong demand there. As it relates to our oatmeal business with our largest customer, I would, certainly I don't want to speak for them. I would direct you to their earnings release on October 28th, where they specifically referenced adding additional suppliers in oat milk and other categories. And I would say given our confidence in the long-term business that we have in oat milk, that's why we indicated we're initiating construction of a second oat milk extraction facility.

Okay. And then obviously the focus on oat milk and the numbers you sited around kind of underlying growth in the category of oat milk are tremendous. I was hoping that you could maybe elaborate a little on what you're seeing. On the almond milk side, even at the category level, I guess, it's the biggest chunk and it was declining. I mean, is that just a function of what we saw a year ago and looking down at it on a two-year basis is more appropriate or just kind of – visit. Does that concern you at all? I'm just curious for your thoughts?

Yes. Revenue was pretty close to flat from the top – I'm talking retail standard data, almond milk is still the lion's of the category and revenue was flattish. So the way to look at it is, I mean, the plant-based milk category continues to source milk – source volume from cow dairy, not intrust ingredient components, right. And that's what's so exciting about the plant-based mill category is, it's not just a share smashing of one ingredient, I'm trying to take share from the other, but continuing to bring consumers to the category. So we did see oat milk at a cat retail scanner level kind of flattened out. But we obviously have a significant business in oak milk. We were one of the pioneers and putting in oak milk extraction in the U.S. and we're well positioned to capitalize on that consumer momentum. I mean, obviously if our business tripled and the category was up 65%. We were pacing, again, I'm mixing a metric because one's retail standard data versus a P&L number. But I think you can see that we continue to do exceptionally well in oat milk, and we're very well positioned to continue to ride that wave.

Okay. That makes sense. And then my last one on the margin side, I mean, a number of the factors that you cited are industry-wide and outside of your control. I'm curious if there are things or efficiencies that you're pursuing that we should be considering moving forward as it relates to things that are within your control. The corporate services line, at least the way that we look at it, it was much lower than we were anticipating. You talked about some headcount reductions in fruit, and we never disarm going actually there – maybe those things around that you can talk about, but I'm just curious anything that we should keep in mind that, that maybe you're doing internally or that might be sticky beyond even when the supply chain and other dynamics kind of subside? Thank you.

Yes. We obviously made some reductions in headcount and endeavor to be judicious in our management of operating expenses. Additionally, we've talked on our – on the fruit side of the business for several quarters about our initiatives to deploy more automation. We are deploying more automation in our plant-based plants as well in order to help mitigate some of the pressures around labor availability.

Got it. Thank you very much.

We have our next question coming from the line of Bobby Burleson from Canaccord. Your line is open.

Yes, good morning. I'm curious with the dialing back of some of the SG&A to kind of offset the gross margin pressure whether or not that was exclusively things that you were already pursuing on the fruit based business or if there was any impact on plant-based, and in particular any initiatives related to cell phone or your own brands?

Good morning, Bobby. So in terms of the costs, the headcount reduction was squarely focused on fruit, not plant-based, excuse me. And the balance of it is if you look at the press release, you'll see a pullback, for example, of stock-based comp. So that was really the comparable comp and total sales. That was really the core thrust of the cost reduction.

Great. And then just on the topic of SOWN, you're at, I guess, 3,500 doors there at this point. Any sense for what the doors could grow to over the next year? Is this something where you see door count potentially doubling? And is part of what's driving that new distribution relationships or new relationships at the end retailer?

Yes, that's new. It is new relationships opening up for us at retail. I mean, we have really strong velocities. The brand is doing very well on Amazon as well. So, we're able to leverage the success there and the ratings that we're showing on Amazon to pull through and sell against for retail distribution. I'm not prepared to comment on the 2022 and state distribution number. I would say we have a passionate sales team, who are out there telling the story around SOWN, and I would expect significant continued distribution gains into 2022, especially when you take into context retail recess of categories we're somewhat impacted by COVID and the availability of labor to do that and so assuming 2022 looks a bit more normal. I think you're going to see increased enthusiasm by the retailers to do major category recess and that should open more doors for us to bring this SOWN product into retail distribution.

Okay, great. And just one last quick one is you may have talked about this before, just curious is there a plan to add additional SKUs under the SOWN brand? How many SKUs do we think that you could add there ultimately?

I think we're up to four. I don't know if we've officially launched it or not, but I guess we will on this call a salted Caramel version, so that brings us to four SKUs. We're going to keep it very focused on organic oat milk creamers for the moment. And really our focus is on driving retail distribution as opposed to SKU proliferation, but we think four represents a nice shelf set for the retailer and for the consumer and offers some good choices within the brand lineup.

Great, thank you.

Thank you. And we have your next question from the line of Jon Andersen from William Blair. Your line is open.

Good morning. Thanks for the question. I wanted to ask about the plant-based business organic growth in the quarter was 10%, which was a bit of a deceleration from 16% in the second quarter. It sounds like most of that was related to the labor and raw material supply issues you described. When do you anticipate that correcting i.e., labor and supply getting to a point where you can, I guess, shift to the full potential of that demand in that business?

Yes, it's a great question, Jon. I think, I wish I could give you a precise answer, but I think what we're seeing in the fourth quarter is sequential improvement versus Q3. And I think though most of the external thoughts that I've read on that topic is Q1 and Q2 are going to continue to be a little bit bumpy. I hope that's not true. But within the context of what SunOpta can control and what we're focused on I think we're doing an incredible job managing through a tough situation. And again, we're delivering growth. We're producing at a very high level. It's just we're kind of hitting a few speed bumps here and there and that's when you're used to operating at a very high level, that's disruptive.

Can you just refresh us, I know you touched on a couple of these in your prepared comments, but I just want to make sure I understand the recent agreements, contractual agreements that you've put in place are extended with key customers and plant-based, new customers or new business that you see on the horizon that I think you referenced. And then what kind of visibility that gives you into 2022 growth from the plant-based business? Yes, that'd be helpful.

Yes. This is a business that is defined by longer-term agreements given some of the supply and demand and bonds from the category. We are obviously very interested in long-term agreements as is our customers. So we have a pretty good line of sight to 2022. I would offer – we're not prepared to kind of fully unpack some outlook for 2022. What I would tell you is we've been pretty consistent in communicating the aspiration to double the business, which roughly translates to 15% growth every year for the next five years and I think that's a good starting point. And as we get deeper into next year, we can certainly offer some direction as to what that's looking like, but we feel good about our growth plans for 2022 in aggregate for sure.

Okay. On the oat extraction part of the business, I maybe incorrectly assumed that perhaps the greenfield facility and in Texas would take care of – some portion of that would be dedicated to oat extraction, but it sounds like there is a new facility in the oats for that. Can you give us a little bit more a sense of what kind of capability and capacities going in, in Texas and the need for a separate facility? I don't know if it's another greenfield plant for oat extraction.

Yes, it would not be a greenfield plant. We are still doing an assessment as to whether that goes into Midlothian or whether we put it in Modesto. It's likely to go into Modesto just based on where our customer demand is, makes more sense. But we're doing, we're doing that assessment. So, between talking about the oat extraction, as well as the 330 ml business, we were trying to give a little bit more line of sight to future business development.

Yes. And to that point time, the 330 milliliter Tetra Pak, would that be within one of the existing facilities as well?

Yes, that will go into Midlothian. That'll go into sorry – Texas.

Yes.

Let's have the ingredient’s name Midlothian into your brain yet that is our Texas facility just south of Dallas Fort Worth.

Yes, no, I picked up on that earlier. On fruit, I think, someone made the comment, I think, Scott might have missed, or maybe, Joe it’s you that you expect return to growth next year. Can you talk about that? Like what kind of growth are you looking to achieve from that business? What gives you confidence that you can grow the top line in fruit in 2022? And then just the follow-on to that is you're implementing pricing in fruit sounds like that's going in later this month. Does that kind of cover the full gap, if you, and what I mean is you're experiencing cost inflation on berries but there are also transportation elements that are inflationary? How do we think about that price increase that's going in, does that kind of cover the whole nut and is that in place by the end of November? Thanks.

Yes, we expect to have all the inflationary factors fully covered by the end of this month. And part of the confidence in growth for 2022, I would suggest it's two things. Number one, we have certainly endeavored over the last 24 months to significantly re-engineer this business to where we were one of, if not the low-cost producer in the category. And so, you have a very handy score card on that, which is whether you are winning new business or not. So, we feel increasingly competent based on the new business award that we're seeing for 2022, that we are indeed making significant improvements in our overall cost structure on fruit. So, between the combination of new business, as well as revenue increases from the pricing, that is what gives us confidence to suggest that we'll see rev growth in 2022.

Okay. Thank you.

We have your next question coming from the line of Mark Smith from Lake Street Capital. Your line is open.

Hi guys. Just wanted to dig in a little bit more on this labor and raw material shortages. Anything else that you can quantify as far as the impact in the quarter and where kind of you stand today with those headwinds?

Yes. So, working backwards, we've seen sequential improvement through the kind of first part here of Q4. We're not all the way back to right on raw materials and labor, but it is a better situation than we were in the third quarter. In terms of what those look like, it would take me either a very long time here to summarize them or a very short time. And I would just say there were dozens of little speed bumps along the way that kind of took us off course, whether it was not having crewing available for a specific shift or a downstream customer moves in order, because they can't get a truck, or raw materials were a day late because they couldn't get a truck, or they didn't gluten-free test kit to test the product to make sure it arrived at our facility as certified gluten-free. I mean all these kind of little things really added up. And so, that's why we feel number one, proud of the efforts of the team. But number two, when we look at the things that impacted us, they're really not structural. And they are really transitory, just little speed bumps.

Okay. And then second question integration of the recent acquisitions, can you just talk about kind of how that process has gone? And we did see some incremental costs from that, that you called out kind of your outlook in Q4 on cost from continued integration.

Yes. Integration is materially complete, we're off the TSA and are fully managing these brands from tip to tail. And right now, the organization is focused on pivoting and really trying to drive accelerated growth. But the integration has gone very, very smoothly.

Excellent. And last one for me is just transportation costs and maybe even more so availability, any headwinds that you see here in Q4?

Yes, good morning. I think we give you a couple of metrics of perspective. On a year-over-year basis, lean rates are probably up in about 20%. I think we've actually done a very good job managing this. From an internal standpoint, we actually contracted with asset owner carriers, which obviously gives us an advantage versus the spot rate. But continues to be, I think, it's fair to say a fairly tight market and those costs continue to climb, but I think, we've remained on top of it. You'll notice we didn't call out a ton, in the preparative marks for just that reason.

Okay, perfect. Thank you.

We have another question coming from the line of Brian Holland from Cowen and Company. Your line is open.

Yes, thanks. I got kicked off the operator [indiscernible] and all my customer specific questions.

We’re expecting more from you Brian. So glad to have you back.

Yes. Everyone cleaned up most of the outstanding questions that I had. But maybe if you could just kind of discuss, I'm trying to sort of reconcile the labor raw material issues impacting your – you ability to kick out volume with the incremental customer's business that you're bringing on. So, how are you – can you just help me unpack how you're doing that, how you're able to bring on more customers in this dynamic? Does it have to do with your comfort level and your customers’ comfort level with the timeline for you getting back on? And maybe if I could tack on the second question, maybe going back over a year now, you sort of laid out some of those capital projects that you've brought on over the past 18 months and how much revenue they could bring on? Are you able – is there upside to those revenue numbers based on either running more shifts was obviously seems like almost an irrelevant question, given the labor component that you're dealing with now? But whether it's through increased efficiencies or if and when you can bring on more labor and run those 24/7, is there incremental revenue that gives you a little more cushion on your way to ramping Dallas-Fort Worth?

Yes. So kind of working backwards from your questions, I mean, as it relates to the Dallas-Fort Worth project, we've already hired a plant manager for that. And he is beginning the efforts to start to build the team. So we're well ahead of the game on getting started on that, given that facility won't be open for 12 months. So we are certainly being proactive in trying to build the right team so that we're ready to hit the ground running when that project is commissioned and ready to produce saleable product. As it relates to bringing on new business in the context of some of the challenges, I mean, recognize we grew 16% in plant-based. So really this is a story of trying to punch above our weight class, if you will in terms of we had demand that exceeded what we were able to produce and we were hustling to – try to produce as much of that volume as we possibly could. So, it's not like there was some massive structural issue that hit us. It was just a whole series, which everybody struggling with. I mean, absolutely everybody is struggling. I don't think there's unlimited supply of anything right now, including people or raw materials. And so, as we went into this and we saw stepped up demand, we were attempting to drive incremental growth above our planned growth. And that's where we experienced some challenges. So, think about, okay, we tripled out, we were chasing more. And it became increasingly challenging to get raw material, et cetera. But we obviously procured enough oats to triple the business. So it wasn't like there wasn't any raw material available, but as we chased growth that we didn't have in our plan that's where things got interesting.

Okay. Fair enough. And then – yes. No, that was perfect. And then if I could just kind of, I'll start with this one on the balance sheet. Can you just remind us, Scott, just kind of talk through the flexibility that you have on the balance sheet, because I think one of the concerns that I've heard from folks is, well, they're going to add Dallas-Fort Worth. They talked about maybe needing incremental capacity beyond that. How are they going to fund this? Can you just remind us how you are able to fund and what levers you have to pull there as far as funding some of the forthcoming CapEx?

You bet. So it's really two tools in the toolkit. As you're aware, last year we obviously knew that we were going to have the – what we now call the Midlothian, the Texas plant coming. And so when we redesigned the credit facilities, we added a $75 million delayed term loan that is principally earmarked for equipment in that facility. The second just staying on Texas is we've got a pretty good job in the capital lease market finding cost effective financing for buildout costs. And so I think that play will continue meaning if you look through our filings that they keep seeing, we've done a decent job raising the capital lease financing for projects, because again, in a supply constrained market, I think broadly lenders appreciate the value of those assets.

And then maybe you reference tools in your toolbox and at the risk of injecting my own sort of thesis into this and commentary, this – your stock one year ago today, you sold your ingredients business, you're trading at more than 10% below where you were this time last year when you announced that sale. So in last year, you've announced that sale, you have essentially reaffirmed the doubling of the plant-based beverage business by bringing on Dallas-Fort Worth, and absent today's modest miss here, you delivered EBITDA ahead of every quarter that you've been the CEO. When we talk about tools in the toolset, I mean, when you look at the balance sheet leverage, our share repurchases at these levels do they enter the equation at all? Or do your capital – are your capital needs such that you prefer to remain nimble there, just help us think through that here this morning would be helpful.

Sure. So we've had a couple of holders bring up the topic and candidly, and we mentioned that to our board just for context and awareness. I think the – in the immediate near term, the thing we're mindful of is not wanting to increase leverage in a simplistic way to effectuated by that. But it's definitely a never, never say never sort of a situation process.

Yes. Appreciate all the color. Best of luck.

Thank you.

And there are no further questions. I would now like to turn the call back to SunOpta’s CEO, Mr. Joe Ennen for final remarks. Please go ahead.

Great. Well, thank you everyone for your interest. And I hope everybody has a great day. Thank you.

And this concludes today’s conference call. Thank you all for participating. You may now disconnect.