Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 03, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | SunOpta Inc. | |
Entity Central Index Key | 351,834 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Current Fiscal Year End Date | --12-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Well Known Seasoned Issuer | Yes | |
Trading Symbol | STKL | |
Entity Common Stock Shares Outstanding | 86,707,385 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Consolidated Statements of Operations | ||||
Revenues | $ 320,713 | $ 348,732 | $ 987,198 | $ 1,049,192 |
Cost of goods sold | 284,258 | 307,702 | 870,382 | 940,283 |
Gross profit | 36,455 | 41,030 | 116,816 | 108,909 |
Selling, general and administrative expenses | 26,102 | 23,915 | 99,413 | 72,676 |
Intangible asset amortization | 2,817 | 2,826 | 8,429 | 8,472 |
Other income, net | 5,972 | 10,312 | 12,022 | 22,723 |
Foreign exchange (gain) loss | 2,575 | 1,068 | 4,350 | 3,060 |
Earnings from continuing operations before the following | (1,011) | 2,909 | (7,398) | 1,978 |
Interest expense, net | 8,371 | 12,178 | 23,820 | 34,748 |
Earnings (loss) from continuing operations before income taxes | (9,382) | (9,269) | (31,218) | (32,770) |
Income Tax Expense (Benefit) | (3,499) | (5,411) | (14,049) | (15,632) |
Earnings (loss) from continuing operations | (5,883) | (3,858) | (17,169) | (17,138) |
Income Loss From Discontinued Operations Net Of Tax Abstract | ||||
Loss from discontinued operations | 0 | 0 | 0 | (1,993) |
Gain on classification as held for sale | 0 | 0 | 0 | 560 |
Recovery of income taxes during phase out | 0 | 0 | 0 | 599 |
Loss from discontinued operations attributable to non-controlling interests | 0 | 0 | 0 | 264 |
Earnings (loss) from discontinued operations, net of taxes | 0 | 0 | 0 | (570) |
Earnings (loss) | (5,883) | (3,858) | (17,169) | (17,708) |
Earnings (loss) attributable to non-controlling interests | 144 | (503) | 664 | 4 |
Earnings (loss) attributable to SunOpta Inc. | $ (6,027) | $ (3,355) | $ (17,833) | $ (17,712) |
Earnings (loss) per share - basic | ||||
from continuing operations | $ (0.09) | $ (0.04) | $ (0.27) | $ (0.2) |
from discontinued operations | 0 | 0 | 0 | (0.01) |
Earnings (loss) Per Share Total | (0.09) | (0.04) | (0.27) | (0.21) |
Earnings (loss) per share - diluted | ||||
from continuing operations | (0.09) | (0.04) | (0.27) | (0.2) |
from discontinued operations | 0 | 0 | 0 | (0.01) |
Earnings (loss) Per Share Diluted Total | $ (0.09) | $ (0.04) | $ (0.27) | $ (0.21) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Earnings - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Consolidated Statements of Comprehensive Earnings | ||||
Earnings (loss) from continuing operations | $ (5,883) | $ (3,858) | $ (17,169) | $ (17,138) |
Earnings (loss) from discontinued operations | 0 | 0 | 0 | (570) |
Earnings (loss) | (5,883) | (3,858) | (17,169) | (17,708) |
Other Comprehensive Income Unrealized Gain Loss On Derivatives Arising During Period Net Of Tax | 155 | 0 | 1,568 | 0 |
Reclassification adjustment for loss included in earnings | (107) | 0 | (1,311) | 0 |
Net changes related to cash flow hedges | 48 | 0 | 257 | 0 |
Currency translation adjustment | 1,459 | 689 | 4,954 | 282 |
Other comprehensive earnings (loss), net of income taxes | 1,507 | 689 | 5,211 | 282 |
Comprehensive earnings (loss) | (4,376) | (3,169) | (11,958) | (17,426) |
Comprehensive earnings (loss) attributable to non-controlling interests | 52 | (482) | 617 | (486) |
Comprehensive earnings (loss) attributable to SunOpta Inc | $ (4,428) | $ (2,687) | $ (12,575) | $ (16,940) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 2,855,000 | $ 1,251,000 |
Accounts receivable | 147,481,000 | 157,369,000 |
Inventories | 370,599,000 | 368,482,000 |
Prepaid expenses and other current assets | 37,257,000 | 19,794,000 |
Current income taxes recoverable | 4,862,000 | 2,801,000 |
Current assets held for sale | 1,250,000 | 0 |
Assets, Current, Total | 564,304,000 | 549,697,000 |
Property, Plant and Equipment | 160,100,000 | 162,239,000 |
Goodwill | 224,415,000 | 223,611,000 |
Intangible Assets | 174,808,000 | 183,524,000 |
Deferred income taxes | 1,056,000 | 1,045,000 |
Other assets | 8,411,000 | 9,442,000 |
Assets, Total | 1,133,094,000 | 1,129,558,000 |
Current liabilities | ||
Bank indebtedness | 259,008,000 | 201,494,000 |
Accounts payable and accrued liabilities | 156,538,000 | 173,745,000 |
Customer and other deposits | 638,000 | 2,543,000 |
Income taxes payable | 2,371,000 | 5,661,000 |
Other current liabilities | 251,000 | 1,016,000 |
Current portion of long-term debt | 2,045,000 | 2,079,000 |
Current portion of long-term liabilities | 5,304,000 | 5,500,000 |
Liabilities, Current, Total | 426,155,000 | 392,038,000 |
Long-term debt | 228,761,000 | 229,008,000 |
Long-term liabilities | 8,281,000 | 15,354,000 |
Deferred income taxes | 31,281,000 | 44,561,000 |
Liabilities, Total | 694,478,000 | 680,961,000 |
Preferred shares of a subsidiary company held for sale | 79,932,000 | 79,184,000 |
Sunopta Inc Shareholders Equity [Abstract] | ||
Common Stock, Value, Outstanding | 308,319,000 | 300,426,000 |
Additional paid in capital | 26,657,000 | 25,522,000 |
Retained earnings | 30,157,000 | 53,838,000 |
Accumulated other comprehensive income (loss) | (7,928,000) | (13,104,000) |
Stockholders' Equity Attributable to Parent, Total | 357,205,000 | 366,682,000 |
Non-controlling interest | 1,479,000 | 2,731,000 |
Total Equity | 358,684,000 | 369,413,000 |
Liabilities and Equity, Total | $ 1,133,094,000 | $ 1,129,558,000 |
Consolidated Balance Sheet (par
Consolidated Balance Sheet (parentheticals) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Consolidated Balance Sheet | ||
Common Stock Shares Issued | 86,673,271 | 85,743,958 |
Common Stock, Shares Authorized | 86,673,271 | 85,743,958 |
Common Stock, No Par Value | $ 0 | $ 0 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income [Member] | Noncontrolling Interest [Member] |
Balance at Jan. 02, 2016 | $ 426,179,000 | $ 297,987,000 | $ 22,327,000 | $ 106,838,000 | $ (6,113,000) | $ 5,140,000 |
Balance, shares at Jan. 02, 2016 | 85,418,000 | |||||
Employee Stock Purchase Plan, Value | 326,000 | $ 326,000 | 0 | 0 | 0 | 0 |
Employee Stock Purchase Plan, Shares | 67,000 | |||||
Exercise of options | 588,000 | $ 1,157,000 | (569,000) | 0 | 0 | 0 |
Exercise of options, shares | 169,000 | |||||
Stock based compensation | 3,173,000 | $ 0 | 3,173,000 | 0 | 0 | 0 |
Earnings (loss) from continuing operations | (17,138,000) | 0 | 0 | (17,142,000) | 0 | 4,000 |
Earnings (loss) from discontinued operations | (834,000) | 0 | 0 | (570,000) | 0 | (264,000) |
Currency translation adjustment | 282,000 | 0 | 0 | 0 | 508,000 | (226,000) |
Change in Equity Associated with Disposal of Discontinued Operation | (7,148,000) | 0 | 0 | 0 | (5,094,000) | (2,054,000) |
Other Comprehensive Income Loss Derivatives Qualifying As Hedges Net Of Tax | 0 | |||||
Balance at Oct. 01, 2016 | 405,428 | $ 299,470 | 24,931 | 89,126 | (10,699) | 2,600 |
Balance, shares at Oct. 01, 2016 | 85,654 | |||||
Balance at Dec. 31, 2016 | 369,413,000 | $ 300,426,000 | 25,522,000 | 53,838,000 | (13,104,000) | 2,731,000 |
Balance, shares at Dec. 31, 2016 | 85,744,000 | |||||
Employee Stock Purchase Plan, Value | 281,000 | $ 281,000 | 0 | 0 | 0 | 0 |
Employee Stock Purchase Plan, Shares | 40,000 | |||||
Exercise of options | 4,400,000 | $ 7,612,000 | (3,212,000) | 0 | 0 | 0 |
Exercise of options, shares | 889,000 | |||||
Dividends Preferred Stock Cash | (5,100,000) | $ 0 | 0 | (5,100,000) | 0 | 0 |
Preferred Stock Accretion To Redemption Value1 | (748,000) | 0 | 0 | (748,000) | 0 | 0 |
Stock based compensation | 4,133,000 | 0 | 4,133,000 | 0 | 0 | 0 |
Earnings (loss) from continuing operations | (17,169,000) | 0 | 0 | (17,833,000) | 0 | 664,000 |
Currency translation adjustment | 4,954,000 | 0 | 0 | 0 | 5,001,000 | (47,000) |
Other Comprehensive Income Loss Derivatives Qualifying As Hedges Net Of Tax | 257,000 | 0 | 0 | 0 | 257,000 | 0 |
Minority Interest Decrease From Redemptions | (1,737,000) | 0 | 214,000 | 0 | (82,000) | (1,869,000) |
Balance at Sep. 30, 2017 | 358,684,000 | $ 308,319,000 | $ 26,657,000 | $ 30,157,000 | $ (7,928,000) | $ 1,479,000 |
Balance, shares at Sep. 30, 2017 | 86,673,000 | |||||
AOCI Including Portion Attributable To Non controlling Interest Tax | $ 110,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Operating Activities | ||||
Earnings (loss) | $ (5,883) | $ (3,858) | $ (17,169) | $ (17,708) |
Earnings (loss) from discontinued operations | 0 | 0 | 0 | (570) |
Earnings (loss) from continuing operations | (5,883) | (3,858) | (17,169) | (17,138) |
Items not affecting cash | ||||
Depreciation and amortization | 8,254 | 8,646 | 24,601 | 25,955 |
Amortization of Debt Issuance Costs | 613 | 3,988 | 1,751 | 10,210 |
Deferred income taxes | (3,425) | (5,252) | (13,340) | (19,760) |
Stock-based compensation | 1,995 | 1,181 | 4,133 | 3,173 |
Unrealized Loss (Gain) on Derivatives Instrument | 754 | (749) | (475) | (1,264) |
Fair Value of Contingent Consideration | 83 | 124 | 287 | (1,281) |
Impairment of long-lived assets | 4,467 | 10,300 | 8,190 | 12,035 |
Acquisition accounting adjustment on inventory sold | 0 | 1,890 | 0 | 13,404 |
Other | 55 | (64) | (46) | 343 |
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Inventory | 0 | 1,890 | 0 | 13,404 |
Changes in non-cash working capital, net of business acquired | (18,006) | 836 | (25,319) | (60,943) |
Net cash flows from operations - continuing operations | (11,093) | 17,042 | (17,387) | (35,266) |
Net cash flows from operations - discontinued operations | 0 | 0 | 0 | 758 |
Net Cash Provided by (Used in) Operating Activities, Total | (11,093) | 17,042 | (17,387) | (34,508) |
Investing activities | ||||
Purchases of property, plant and equipment | (6,527) | (5,463) | (22,694) | (14,803) |
Proceeds From Sale Of Property Plant And Equipment | 475 | 0 | 776 | 0 |
Acquisition of non-controlling interest | (1,737) | 0 | (1,737) | 0 |
Other | 5 | 0 | 369 | 700 |
Net cash flows from investing activities - continuing operations | (7,784) | (5,463) | (23,286) | (14,103) |
Net cash flows from investing activities - discontinued operations | 0 | 0 | 0 | 1,754 |
Net cash flows from investing activities | (7,784) | (5,463) | (23,286) | (12,349) |
Financing activities | ||||
Increase (decrease) under line of credit facilities | 19,222 | (13,097) | 48,571 | 258,475 |
Repayment of Line of Credit Facilities | 0 | 0 | 0 | (192,677) |
Borrowings under long term debt | 417 | 0 | 417 | 432 |
Repayment of long-term debt | (564) | (520) | (1,680) | (11,529) |
Payments Of Dividends | (1,700) | 0 | (4,991) | 0 |
Proceeds From Stock Options Exercised | 1,052 | 227 | 4,681 | 914 |
Financing costs | (206) | (1,179) | (206) | (5,545) |
Payment of contingent consideration | 0 | 0 | (4,330) | (4,554) |
Other | 13 | 8 | (290) | (126) |
Net cash flows from financing activities - continuing operations | 18,234 | (14,561) | 42,172 | 45,390 |
Cash Provided By Used In Financing Activities Discontinued Operations | 0 | 0 | 0 | (1,180) |
Net Cash Provided By (Used In) Financing Activities | 18,234 | (14,561) | 42,172 | 44,210 |
Foreign exchange gain (loss) on cash held in a foreign currency | 41 | 329 | 105 | 305 |
Increase (decrease) in cash and cash equivalents during the period | (602) | (2,653) | 1,604 | (2,342) |
Discontinued operations cash activity included above: | ||||
Add: Balance included at beginning of period | 0 | 0 | 0 | 1,707 |
Less: Balance included at end of period | 0 | 0 | 0 | 0 |
Cash and cash equivalents - beginning of the period | 3,457 | 4,292 | 1,251 | 2,274 |
Cash and cash equivalents - end of the period | 2,855 | 1,639 | 2,855 | 1,639 |
Noncash Investing And Financing Items [Abstract] | ||||
Accrued Dividends | 0 | 0 | (1,700) | 0 |
Proceeds of divestiture of business, note receivable | $ 0 | $ 0 | $ 0 | $ 1,537 |
Description of Business and Sig
Description of Business and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Basis Of Presentation Fiscal Year End And New Accounting Pronouncements Disclosure [Abstract] | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Text Block] | 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’s two reportable segments, Global Ingredients and Consumer Products, operate in the natural, organic and specialty food sectors and utilize an integrated business model to bring cost-effective and quality produ cts to market. 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 accounting principles generally accepted in the United States of America (“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 30, 2017 are not necessarily indicative of the results that may be expected for the full fiscal year ending December 30, 2017 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 31, 2016 , except as described below under “Recent Accounting Pronouncements – Adoption of New Accounting Standards ” . 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 31, 2016 . Fiscal Year The fiscal year of the Company consists of a 52- or 53-week period ending on the Saturday closest to December 31. Fiscal year 2017 is a 52-week period ending on December 30, 2017, with quarterly periods ending on April 1, July 1 and September 30, 2017. F iscal year 2016 was a 52-week period ending on December 31, 2016, with quarterly periods ending on April 2, July 2 and October 1, 2016. Recent Accounting Pronouncements Adoption of New Accounting Standards In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-15, “Classification of Certain Cash Receipts and Cash Payments”, which clarifies how entities should classify certain cash receipts and cash pa yments on the statement of cash flows, including contingent consideration payments made after a business combination. As permitted, the Company elected to early adopt the guidance as at December 31, 2016 on a retrospective basis. In connection with the a doption of ASU 2016-15, the Company reclassified $4.6 million of contingent consideration payments from investing activities to financing activities on the comparative consolidated statement of cash flows for the three quarters ended October 1, 2016 . In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, which is intended to simplify the accounting for share-based payment transactions, including income tax consequence s, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. Under the new guidance, companies will record excess tax benefits and tax deficiencies as income tax expense or benefit in the income st atement rather than in additional paid-in capital. In addition, the guidance permits companies to elect to recognize forfeitures of share-based payments as they occur, rather than estimating the number of awards expected to be forfeited as is currently re quired. This guidance is effective for annual and interim periods beginning after December 15, 2016. The Company adopted ASU 2016-09 effective January 1, 2017, and elected upon adoption to recognize forfeitures of stock-based awards as they occur versus e stimating at the time of grant. The cumulative effect of this change in accounting policy as at January 1, 2017, was not material to the Company’s financial statements. Commencing January 1, 2017, the Company recognizes excess tax benefits and deficienci es in the provision for income taxes on its consolidated statements of operations and as an operating activity on the consolidated statements of cash flows . Recently Issued Accounting Standards, Not Adopted as at September 30, 2017 In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which simplifies the accounting for goodwill impairment by eliminating the requirement to calculate the implied fair value of goodwill (that i s, Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, companies will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (that is, measure the charge based on Step 1 of the current goodwill impairment model). The guidance is effective on a prospective basis for interim and annual goodwill impairment testing dates after January 1, 2020; however, early adoption is permitted for testing dates after January 1, 2 017. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments”, which requires measurement and r ecognition of expected versus incurred credit losses for most financial assets. ASU 2016-13 is effective for interim and annual periods beginning after December 15, 2019. The Company is currently assessing the impact that this standard will have on its con solidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases”, a comprehensive new standard that amends various aspects of existing accounting guidance for leases, including the recognition of a right of use asset and a lease lia bility for leases with a duration of greater than one year. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessin g the impact that this standard will have on its consolidated financial statements; however, the Company anticipates that upon adoption of the standard it will recognize additional assets and corresponding liabilities related to leases on its balance sheet . In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, which will supersede existing revenue recognition guidance under U.S. GAAP. Under the new standard, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 defines a five-step process to achieve this principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the tran saction price and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU 2015-14, which defers by one year the effective date of ASU 2014-09. During 2016, the FASB issued ASU 2016-08, ASU 2016-10, 20 16-11, 2016-12 and 2016-20, all of which clarify certain implementation guidance within ASU 2014-09. ASU 2014-09, as amended, is effective for annual and interim periods beginning on or after December 15, 2017, and is to be applied on either a full retros pective or modified retrospective basis. With the assistance of a third party, the Company analyzed its significant customer relationships to determine the effects of ASU 2014-09. In particular, the Company assessed under the new guidance whether its e xisting contracts with customers to produce certain consumer-packaged goods would permit the Company to recognize revenue over time versus at a point in time, based on whether the given product has an alternative use or not and whether there is an enforcea ble right to payment under the contract for product produced to date. Based on its assessment to date , the Company has tentatively concluded that it does not satisfy the criteria to recognize revenue over time, and, therefore, expects to continue to recognize r evenue at a point in time consistent with its current policies and processes. Consequently, the Company does not expect the adoption of ASU 2014-09 to have a material impact on its consolidated financial statements and revenue recognition practices, or it s internal controls. The Company expects to adopt ASU 2014-09 using the modified retrospective approach. The Company is currently in the process of finalizing its assessment, and reviewing its disclosures for revenue recognition to conform with the disclosu re requirements of the stand ard . |
Value Creation Plan
Value Creation Plan | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring And Related Activities [Abstract] | |
Restructuring And Related Activities Disclosure [Text Block] | 2 . Value Creation Plan Overview On October 7, 2016, the Company entered into a strategic partnership with Oaktree Capital Management L.P., a private equity investor (together with its affiliates, “Oaktree”). On October 7, 2016, Oaktree invested $85.0 million through the purchase of cumulative, non-participating Series A Preferred Stock (the “Preferred Stock”) of the Company’s wholly-owned subsidiary, SunOpta Foods Inc. (“SunOpta Foods”) (see note 9 ). The Company conducted , with the assistance of Oaktree, a thorough review of its operations, management and governance, with the objective of maximizing the Company’s ability to deliver long-term value to its shareholders. Through this review, the Company developed a Value Creation Plan built on four pillars: portfolio optimization, operational excellence, go-to-market effectiveness and process sustainability. T he Company e ngaged management consulting firms to support the design and implementation of the Value Creation Plan. In the fourth quarter of 2016, measures take n under the Value Creation Plan included the closure of the Company’s San Bernardino, California, juice facility and the Company’s soy extraction facility in Heuvelton, New York. In addition, effective November 11, 2016, Hendrik Jacobs stepped down as the Company’s President and Chief Executive Officer (“CEO”). In the first three quarter s of 2017, further measures were taken under the Value Creation Plan , including the exit from the San Bernardino facility and equipment leases , as well as the planned ex its from flexible resealable pouch and nutrition bar product lines and operations (as described below) . In addition, the Company made organizational changes within its management and executive teams, including the appointment of David Colo as President an d CEO effective February 6, 2017, and the recruitment of new employees in the areas of quality, sales, marketing, operations and engineering . T he Company also made capital investments at several of its manufacturing facilities to enhance food safety and p roduction efficiencies. Exiting Flexible Resealable Pouch and Nutrition Bar Product Lines and Operations On July 26, 2017, SunOpta Foods entered an agreement with Skjodt-Barrett Contract Packaging LLC to sell equipment used in the production of flexibl e resealable pouches at the Company’s Allentown, Pennsylvania facility for gross proceeds of $2.0 million ($1.2 million net of costs to sell). The transaction closed on November 3, 2017. The Company continued to produce flexible resealable pouch products for existing customers until the closing date. The Company’s aseptic beverage operations were not affected by the sale of assets, and the Company will continue to produce aseptic beverages at its Allentown facility. On September 27, 2017, the Company an nounced its intention to exit its nutrition bar product lines and operations in Carson City, Nevada . The Company expects to exit from these activities prior to the end of fiscal 2017 , and will continue to produce nutrition bar products for existing custom ers until the exit date. The Company is in discussions with potential buyers interested in purchasing the nutrition bar equipment and assuming the facility lease. As the flexible resealable pouch and nutrition bar product lines and operations do not qualify for presentation as discontinued operations, operating results from these activities were reported in continuing operations on the consolidated statements of operations for the current and comparative periods. Revenues from sales of these product lines were $13.5 million and $44.1 million for the quarter and three quarters ended September 30, 2017 , respectively, compared with $14.3 million and $45.0 million for the quarter and three quarters ended October 1, 2016 , respectively. Losses before income taxes from these operations were $8.6 mil lion and $12.9 million for the quarter and three quarters ended September 30, 2017 , respectively, compared with $0.2 million and $0.1 million for the quarter and three quarters ended October 1, 2016 , respectively. For the quarter and three quarters ended September 30, 2017 , losses before income taxes from these operation s included impairment charges for inventory ($1.3 million) and long-lived assets ($4.5 million) related to the exit activities, as well as employee termination costs of $1.4 million. These operations are included in the Consumer Products operating segment . Continuity of Costs Incurred Under the Value Creation Plan The following table summarizes costs incurred since the inception of the Value Creation Plan to September 30, 2017 : (a) (b) (c) Employee Asset recruitment, Consulting impairments retention and fees and and facility termination temporary closure costs costs labor costs Total $ $ $ $ Fiscal 2016 Costs incurred and charged to expense 10,300 - 483 10,783 Cash payments - - (483) (483) Non-cash adjustments (10,300) - - (10,300) Balance payable, October 1, 2016 - - - - Costs incurred and charged to expense 1,222 2,763 3,558 7,543 Cash payments - (694) (1,901) (2,595) Non-cash adjustments (1,222) (266) - (1,488) Balance payable, December 31, 2016 (1) - 1,803 1,657 3,460 Fiscal 2017 Costs incurred and charged to expense 4,095 3,478 9,710 17,283 Cash payments (3,581) (2,578) (1,774) (7,933) Non-cash adjustments (714) 276 - (438) Balance payable (receivable), April 1, 2017 (1) (200) 2,979 9,593 12,372 Costs incurred and charged to expense 262 2,550 4,876 7,688 Cash payments (262) (2,685) (9,538) (12,485) Non-cash adjustments - 51 - 51 Balance payable (receivable), July 1, 2017 (1) (200) 2,895 4,931 7,626 Costs incurred and charged to expense 5,754 3,284 1,218 10,256 Cash payments - (2,061) (5,964) (8,025) Non-cash adjustments (5,754) 240 - (5,514) Balance payable (receivable), September 30, 2017 (1) (200) 4,358 185 4,343 Balance payable was included in accounts payable and accrued liabilities and balance receivable was included in accounts receivable on the consolidated balance sheets. (a) Asset impairments and facility closure costs For fiscal 2016, r epresents asset impairment losses of $10.3 million recorded in the third quarter and $1.2 million recorded in the fourth quarter related to the closures of the San Bernardino and Heuvelton facilities, respectively . For fiscal 2017, represents an additional asset impairment loss of $ 3.7 million recorded in the first quarter on the disposal of the San Bernardino assets , which included $3.2 million paid for the early buyout of the Sa n Bernardino equipment leases . In exchange for the San Bernardino assets, the facility landlord agreed to release the Company from its remaining property lease obligation and to pay proceeds of $0.2 million on December 31, 2017. Facility closure costs re flect $0.4 million incurred by the Company for rent and maintenance of the San Bernardino facility prior to its disposal to the landlord. In addition, represents asset impairment losses recorded in the third quarter of 2017 related to the exit from flexible resealab le pouch and nutrition bar product lines and operations as described above. (b) Employee recruitment, retention and termination costs Represents third-party recruiting fees incurred to identify and retain new employees; reimbursement of relocation costs for new employees; retention and signing bonuses accrued for certain existing and new employees ; and severance benefits, net of forfeitures of stock-based awards, and legal costs related to employee termination s. Some employee termination costs will be pa id out in periods after termination. Retention bonuses will be paid out to employees who remain employed by the Company through specified retention dates. Certain employees will be entitled to pro-rata payouts of their retention bonuses if their employme nt terminates earlier than their retention payment date. (c) Consulting fees and temporary labor costs Represents the cost for third-party consultants and temporary labor engaged to support the design and implementation of the Value Creation Plan. In addition, consulting fees incurred in the third quarter of 2016 were related to external financial and legal advisors engaged to review the Company’s operating plan and evaluate a range of strategic and financial actions that the Company could take to maxi mize shareholder value, which concluded with the strategic partnership with Oaktree. For the quarter and three quarters ended September 30, 2017 , costs incurred and charged to expense were recorded in the consolidated statement of operations as follows: Quarter ended Three quarters ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 $ $ $ $ Cost of goods sold (1) 1,287 - 1,921 - Selling, general and administrative expenses (2) 2,400 483 20,839 483 Other expense (3) 6,569 10,300 12,467 10,300 10,256 10,783 35,227 10,783 (1 ) Inventory write-downs and facility closure costs recorded in cost of goods sold were allocated to the Consumer Products operating segment. (2) Consulting fees and temporary labor costs, and employee recruitment , relocation and retention costs recorded in selling, general and administrative expenses were allocated to Corporate Services. (3) Asset impairment and employee termination costs recorded in other expense were not allocated to the Company’s operating segments or Corp orate Services. The Company estimates third-party consulting and employee recruitment, retention and termination costs related to the Value Creation Plan to be incurred and expensed during the fourth quarter of fiscal 2017 will be approximately $ 10 million , which includes approximately $8.0 million related to the early termination of the flexible resealable pouch equipment leases that was paid on closing of the asset sale transaction . This estimate does not include currently unforeseen asset impairment charges or employee-related costs that may arise from future actions taken under the Value Creation Plan. |
Acquisition of Non-Controlling
Acquisition of Non-Controlling Interests in Mexican Subsidiary | 9 Months Ended |
Sep. 30, 2017 | |
Payments To Acquire Interest In Subsidiaries And Affiliates [Abstract] | |
Minority Interest Disclosure [Text Block] | 3 . Acquisition of Non-Controlling Interests in Mexican Subsidiary On July 28, 2017, the Company acquired all the capital stock of Opus Foods Mexico, S.A. de C.V. (“Opus”) held by non-controlling interests for $1. 7 million. This acquisition increased the Company’s equity ownership in Opus from 75% to 100%. The Company acquired its initial 75% interest in Opus through the acquisition of Sunrise Holdings (Delaware), Inc. (“Sunrise”) in October 2015 . Opus owns and operates a frozen fruit processing facility located in central Mexico. The increase in the Company’s ownersh ip position in Opus was accounted for as an equity transaction, with the difference between the cash consideration paid and the amount of the non-controlling interest related to Opus being recognized in additional paid-in capital. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Disposal Groups Including Discontinued Operations Disclosure [Text Block] | 4. Discontinued Operation On April 6, 2016, the Company completed the sale of its 66% holding of common shares of Opta Minerals Inc. (“Opta Minerals”) to Speyside Equity Fund I LP for aggregate gross proceeds of $4.8 million (C$6.2 million), of which $3.2 million (C$4.2 million) was received in cash, and $1.5 million (C$2.0 million) was received in the form of a subordinated promissory note bearing interest at 2.0% per annum that will mature on October 6, 2018. The Company has no significant continuing involvement with Opta Miner als. The following table reconciles the major components of the results of discontinued operations to the amounts reported in the consolidated statement of operations for the three quarters ended October 1, 2016 : $ Revenues 24,896 Cost of goods sold (22,133) Selling, general and administrative expenses (3,024) Other expense, net (794) Foreign exchange loss (454) Interest expense (484) Loss before income taxes (1,993) Gain on classification as held for sale before income taxes 560 Total pre-tax loss from discontinued operations (1,433) Recovery of income taxes 599 Loss from discontinued operations (834) Loss from discontinued operations attributable to non-controlling interest 264 Loss from discontinued operations attributable to SunOpta Inc. (570) |
Product Recall
Product Recall | 9 Months Ended |
Sep. 30, 2017 | |
Other Income And Expenses [Abstract] | |
Other Operating Income And Expense [Text Block] | 5. Product Recall During the second quarter of 2016, the Company announced a voluntary recall of certain roasted sunflower kernel products produced at its Crookston, Minnesota facility due to potential contamination with Listeria monocytogenes bacteria. The affected sunflower products originated from the Crookston facility between May 31, 2015 and April 21, 2016. E stimated losses related to the recall totaled $47.0 million a s at September 30, 2017 , compared to $40.0 million as at December 31, 2016 , comprised of estimates for customer losses and direct incremental costs incurred by the Company. The estimates for customer losses reflected the cost of the affected sunflower kernel products returned to or replaced by the Company and the estimated cost to reimburse customers for costs incurred by them related to the recall of their retail products that contain the affected sunflower kernels as an ingredient or component. The incremental costs incurred directly by the Company do not include lost earning s associated with the interruption of production at the Company’s roasting facilities, or the costs to put into place corrective and preventive actions at those facilities. The Company’s estimates for customer losses related to the recall are provisiona l and were determined based on an assessment of the information available up to the date of filing of this report, including a review of customer claims received as of that date and consideration of the extent of potential additional claims that have yet t o be received. The Company’s estimates reflect the amount of losses that it determined as at September 30, 2017 to be both probable and reasonably estimable. The Company may need to revise its estimates in subsequent periods as the Company continues to work with its customers and insurance providers to substantiate the claims received to date and any additional claims that may be received. These revisions may occur at any time and may be material. The Company has general liability and product recall insuran ce policies with aggregate limits of $47.0 million under which it expects to recover recall-related costs, less applicable deductibles. The Company recognizes expected insurance recoveries in the period in which the recoveries are determined to be pr obable of realization. As at September 30, 2017 , the Company had recognized recoveries up to the limit of the coverage available under its insurance policies. Consequently, to the extent any losses are excluded under the insurance policies or additional losse s are recognized related to existing or new claims, these excluded or excess losses will be recognized as a charge to future earnings. As at September 30, 2017 , $ 12.4 million of the estimated recall-related costs were unsettled and were recorded in accounts payable and accrued liabilities on the consolidated balance sheet. These costs were offset by the corresponding estimated insurance recoveries of $ 11.1 million included in accounts receivable on the consolidated balance sheet as at September 30, 2017 , which was net of $ 35.3 million of advances the Company received from its insurance providers prior to September 30, 2017 . As at September 30, 2017 , the Company had settled customer claims and direct costs in the amount of $ 34.6 million, which was fully funded under the Company’s general liability and product recall insurance policies. |
Derivative Financial Instrument
Derivative Financial Instruments and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivatives and Fair Value [Text Block] | 6. 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 30, 2017 and December 31, 2016 : September 30, 2017 Fair value asset (liability) Level 1 Level 2 Level 3 $ $ $ $ (a) Commodity futures and forward contracts (1) Unrealized short-term derivative asset 376 54 322 - Unrealized short-term derivative liability (242) - (242) - Unrealized long-term derivative liability (2) - (2) - (b) Inventories carried at market (2) 3,179 - 3,179 - (c) Forward foreign currency contracts Not designated as hedging instruments (3) (1,237) - (1,237) - Designated as a hedging instruments (4) 368 - 368 - (d) Contingent consideration (5) (11,236) - - (11,236) (e) Embedded derivative (6) 2,690 - - 2,690 December 31, 2016 Fair value asset (liability) Level 1 Level 2 Level 3 $ $ $ $ (a) Commodity futures and forward contracts (1) Unrealized short-term derivative asset 787 43 744 - Unrealized short-term derivative liability (916) - (916) - Unrealized long-term derivative liability (8) - (8) - (b) Inventories carried at market (2) 8,231 - 8,231 - (c) Forward foreign currency contracts Not designated as hedging instruments (3) 1,345 - 1,345 - (d) Contingent consideration (5) (15,279) - - (15,279) (e) Embedded derivative (6) 2,944 - - 2,944 (1) Unrealized short-term derivative asset was included in prepaid expenses and other current assets, unrealized short-term derivative liability was included in other current liabilities and unrealized long-term derivative liability wa s included in long-term liabilities on the consolidated balance sheets. (2) Inventories carried at market were included in inventories on the consolidated balance sheets. ( 3 ) F orward foreign currency contracts not designated as a hedge were included in accounts receivable or accounts payable and accrued liabilities on the consolidated balance sheets. (4) F orward foreign currency contracts designated as a hedge were included in other assets or other current liabilities on the consolidated balance sheets. ( 5 ) Contingent consi deration obligations were included in long-term liabilities (including the current portion thereof) on the consolidated balance sheets. ( 6 ) The embedded derivative wa s included in other assets (long-term) 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 mark et 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 C ompany’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. These exchange-traded commodity futures and fo rward 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 prices of cocoa and coffee. These derivative instruments are not designated as hedges for accounting purposes. Gains and losses on changes in fair value of these derivative instruments are included in cost of goods sold on the consolidated statement of operations. For the quarter ended September 30, 2017 , the Company recognized a loss of $0. 1 million ( October 1, 2016 – gain of $0. 7 million) and for the three quarters ended September 30, 2017 , the Company recognized a gain of $0.3 million ( October 1, 2016 – gain of $1.3 million) related to changes in the fair value of these derivatives. As at September 30, 2017 , the notional am ounts of open commodity futures and forward purchase and sale contracts were as follows (in thousands of bushels): Number of bushels purchased (sold) Corn Soybeans Forward commodity purchase contracts (120) 44 Forward commodity sale contracts (493) (676) Commodity futures contracts 365 495 In addition, as at September 30, 2017 , the Company had net open forward contracts to sell 235 lots of cocoa and 4 lots of coffee. (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 i n 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 30, 2017 , the Company had 228,722 bushels of commodity corn and 183,325 bushels of commodity soybeans in inventories carried at market. (c) 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 ar e corroborated by observable market data. Certain of these forward foreign exchange contracts may be designated as cash flow hedges for accounting purposes, while other of these contracts represent economic hedges that are not designated as hedging instru ments. (i) Not designated as hedging instruments As at September 30, 2017 , the Company had open forward foreign exchange contracts to sell euros to buy U.S. dollars with a notional value of € 28.4 million ($ 32.5 million) , and to sell British pounds to buy euros with a notional value of £ 0.8 million ( € 0.9 million) . As these contracts were not designated as hedging instruments, gains and losses on changes in the fair value of the d erivative instruments are included in foreign exchange loss or gain on the consolidated statement of operations. For the quarter ended September 30, 2017 , the Company recognized a gain of $ 0.3 million ( October 1, 2016 – loss of $ 0.3 million) related to changes in the fair value of these derivatives and for the three quarters ended September 30, 2017 , the Company recognized a loss of $2.6 million ( October 1, 2016 – loss of $0.5 million) related to changes in the fair value of these derivatives. (ii) Designated as hedging instruments In the first quarter of 2017, the Company initiated a foreign currency cash flow hedging program with the objective of managing the variability of cash flows associated with a portion of forecasted purchases of raw fruit inventories denominate d in Mexican pesos. As at September 30, 2017 , t he Company had net open forward foreign exchange contracts to sell U.S. dollars to buy Mexican pesos with a notional value of $ 2.4 million (M$ 51.8 million) , and to sell Mexican pesos to buy U.S. dollars with a notional value of M $ 46.0 million ($ 2.5 million) . As these contracts have been designated as hedging instruments, the effective portion of the gains and losses on changes in the fair value of the derivative instruments are included in other comprehensive earnings and reclassified to cost of goods sold in the same period the hedged transaction affects earnings, which is upon the sale of the inventories. For the quarter and three quarters ended September 30, 2017 , the Company recognized unrealized gain s in other comprehensive earnings of $ 0.2 million and $2.3 million, respectively, related to change s in the fair value of these derivatives. For the quarter and three quarters ended September 30, 2017 , the Company r eclassif ied from other comprehensive earnings realized gains on these derivatives of $0.2 million and $1.0 million, respectively, to cost of goods sold. In addition, in the second quarter of 2017, the Company reclassified an unrealized gain of $0.9 millio n related to the ineffective portion of the hedge to foreign exchange loss on the consolidated statement s of operations . During the fourth quarter of 2017, the Company expects to reclassify the $0.4 million remaining amount of th e unrealized gain recorded in accumulated other comprehensive loss to earnings. (d) 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 calculate the present value of those cash flows. The following table presents a reconciliation of contingent consideration obligations for the quarters and three quarters ended September 30, 2017 and October 1, 2016 : Quarter ended Three quarters ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 $ $ $ $ Balance, beginning of period (11,153) (15,051) (15,279) (21,010) Issuances - - - - Fair value adjustments (1) (83) (124) (287) 1,281 Payments (2) - - 4,330 4,554 Balance, end of period (11,236) (15,175) (11,236) (15,175) (1 ) For all periods presented, r eflect ed the accretion for the time value of money, which was included in other income/ expense (see note 12 ). In addition, for the three quarters ended October 1, 2016 , included a gain of $1.7 million on the settlement of the contingent consideration obligation related to the Company ’ s acquisition of Niagara Natural Fruit Snack Company Inc. (“Niagara Natural”) in August 2015. (2) For the three quarters ended September 30, 2017 , r eflect ed the second installment payment of deferred considerat ion to the former unitholders of Citrusource, LLC (“Citrusource”), which was acquired by the Company in March 2015, and payment of the remaining deferred consideration to a former shareholder of Organic Land Corporation OOD, which was acquired by the Compa ny in December 2012. For the three quarters ended October 1, 2016 , r eflect ed the first installment payment related to Citrusource and cash settlement of the remaining obligation related to Niagara Natural. (e) Embedded derivative On August 5, 2011 and August 29, 2014, the Company invested $0.5 million and $0.9 million, respectively, in convertible subordinated notes issued by Enchi Corporation (“Enchi”), a developer of advanced bioconversion products for the renewable fuels industry. The Company’s investment includes the value of an accelerated payment option embedded in the notes, which may result in a maximum payout to the Company of $5.1 million. Due to a lack of level 1 or level 2 observable market quotes for the notes, the Company used a discounted cash flow analysis (income approach) to estimate the original fair value of the embedded derivative based on unobservable level 3 inputs. The Company assesses changes in the fair value of the embedded de rivative based on the performance of actual cash flows derived from certain royalty rights owned by Enchi, which are expected to be the primary source of funds available to settle the embedded derivative, relative to the financial forecasts used in the val uation analysis. As at September 30, 2017 and December 31, 2016 , the Company determined that the fair value of this embedded derivative was $2. 7 million and $2.9 million, respectively , based on distributions received from Enchi on the notes up to those date s and on expectations related to the remaining royalty r ights. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | 7. Inventories September 30, 2017 December 31, 2016 $ $ Raw materials and work-in-process 271,645 266,072 Finished goods 102,039 101,585 Company-owned grain 7,675 15,027 Inventory reserves (10,760) (14,202) 370,599 368,482 |
Bank Indebtedness and Long-Term
Bank Indebtedness and Long-Term Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Bank Indebtedness And Long Term Debt [Text Block] | 8. Bank Indebtedness and Long-Term Debt September 30, 2017 December 31, 2016 $ $ Bank indebtedness: Global Credit Facility (1) 256,444 199,281 Bulgarian credit facility (2) 2,564 2,213 259,008 201,494 Long-term debt: Senior Secured Second Lien Notes, net of unamortized debt issuance costs of $8,217 (December 31, 2016 - $8,835) (3) 222,781 222,163 Capital lease obligations 6,184 7,454 Other 1,841 1,470 230,806 231,087 Less: current portion 2,045 2,079 228,761 229,008 (1) Global Credit Facility On February 11, 2016, the Company entered into a five-year credit agreement for a senior secured asset-based revolving credit facility with a syndicate of banks in the maximum aggregate principal amount of $350.0 million, subject to borrowing base capacity (the “Global Credit Facility”). The Global Cred it Facility is used to support the working capital and general corporate needs of the Company’s global operations, in addition to funding future strategic initiatives. The Global Credit Facility also includes borrowing capacity available for letters of cr edit and provides for borrowings on same-day notice, including in the form of swingline loans. Subject to customary borrowing conditions and the agreement of any such lenders to provide such increased commitments, the Company may request to increase the t otal lending commitments under the Global Credit Facility to a maximum aggregate principal amount not to exceed $450.0 million. Outstanding principal amounts under the Global Credit Facility are repayable in full on the maturity date of February 10, 2021. Individual borrowings under the Global Credit Facility have terms of six months or less and bear interest based on various reference rates, including prime rate and LIBOR plus an applicable margin. The applicable margin in the Global Credit Facility ra nges from 1.25% to 1.75% for loans bearing interest based on LIBOR and from 0.25% to 0.75% for loans bearing interest based on the prime rate and, in each case, is set quarterly based on average borrowing availability for the preceding fiscal quarter. A s at September 30, 2017 , the weighted-average interest rate on the facilities was 3.10 %. On September 19, 2017 (the “Effective Date”), the Company entered into an amendment to the Global Credit Facility to add an additional U.S. asset-based credit subfacility of an aggregate principal amount of $15 .0 million (the “New U.S. Subfacility”). The New U.S. Subfacility was fully drawn on the Effective Date. Amortization payments on the aggregate principal amount of the New U.S. Subfacility are equal to $ 2 .5 million payable at the end of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2019. Optional prepayment of borrowings under the New U.S. Subfacility are not permitted until the first anniversary of the Effective Date and are s ubject to certain availability conditions. Borrowings repaid under the New U.S. Subfacility may not be borrowed again. Borrowings under the New U.S. Subfacility bear interest at a margin over various reference rate s . The applicable margin for the New U. S. Subfacility will be set quarterly based on average borrowing availability for the preceding fiscal quarter and will range from 2.00% to 2.50% with respect to base rate and prime rate borrowings and from 3.00% to 3.50% for eurocurrency rate and bankers’ acceptance rate borrowings. The initial margin for the New U.S. Subfacility is 2.50% with respect to base rate and prime rate borrowings and 3.50% with respect to eurocurrency rate borrowings. O bligations under the Global Credit Facility are guaranteed b y substantially all of the Company’s subsidiaries and, subject to certain exceptions, such obligations are secured by first priority liens on substantially all of the assets of the Company. The Global Credit Facility contains a number of covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to create liens on assets; sell assets and enter into sale and leaseback transactions; pay dividends, prepay junior lien and unsecured indebtedness and make other restricted payments; incur additional indebtedness and make guarantees; make investments, loans or advances, including acquisitions; and engage in mergers or consolidations . (2) Bulgarian credit facility On June 28, 2017 , a subsidiary of The Organic Corporation B.V . (“ TOC”) , a wholly-owned subsidiary of the Company, extended its revolving credit facility agreement dated May 22, 2013, to provide up to €4.5 million 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, 2018 . As at September 30, 2017 , the weighted-average interest rate on the Bulgarian credit facility was 2.75%. (3) Senior Secured Second Lien Notes On October 20, 2016, SunOpta Foods issued $231.0 million of 9.5% Senior Secured Second Lien Notes due 2022 (the “Notes”) . The Company incurred $9. 3 million of debt issuance costs related to the Notes, which were recorded as a reduction against the principal amount of the Notes and are being amortized over the six-year term of the Notes. Interest on the Notes is payable semi-annually in arrears on April 15 and October 15 at a rate of 9.5% per annum, commencing on April 15, 2017. The Notes will mature on October 9, 2022 . Giving effect to the amortization of debt issuance costs, the effective interest rate on the Notes is approximately 10.4% per annum. P rior to October 9, 2018, SunOpta Foods may redeem some or al l of the Notes at any time and from time to time at a “make-whole” redemption price set forth in the indenture governing the Notes. On or after October 9, 2018, SunOpta Foods may redeem the Notes, in whole or in part, at any time at the redemption prices e qual to 107.125% through October 8, 2019, 104.750% from October 9, 2019 through October 8, 2020, 102.375% from October 9, 2020 through October 8, 2021 and at par thereafter, plus accrued and unpaid interest, if any, to but excluding the date of redemption. In addition, prior to October 9, 2018, SunOpta Foods may, on one or more occasions, redeem up to 35% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings at a redemption price equal to 109.500% of the principal amo unt of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the date of redemption. At any time prior to October 9, 2018, SunOpta Foods may also redeem, during each twelve-month period beginning on October 20, 2016, up to 10% of t he aggregate principal amount of the Notes at a price equal to 103 .000 % of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to but excluding the date of redemption. In the event of a change of control, SunOpta Foods will be required to make an offer to repurchase the Notes at 101 .000 % of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. The Notes are secured by second-priority liens on substantially all of the assets that secure the credit facilities provided under the Global Credit Facility, subject to certain exceptions and permitted liens. The Notes are senior secured obligations and rank equally in right of payment with SunOpta Foods’ existing and future se nior debt and senior in right of payment to any future subordinated debt. The Notes are effectively subordinated to debt under the Global Credit Facility and any future indebtedness secured on a first priority basis. The Notes are initially guaranteed on a senior secured second-priority basis by the Company and each of its subsidiaries (other than SunOpta Foods) that guarantees indebtedness under the Global Credit Facility, subject to certain exceptions. The Notes are subject to covenants that, among othe r things, limit the Company’s ability to (i) incur additional debt or issue preferred stock; (ii) pay dividends and make certain types of investments and other restricted payments; (iii) create liens; (iv) enter into transactions with affiliates; (v) sell assets; and (vi) create restrictions on the ability of restricted subsidiaries to pay dividends, make loans or advances or transfer assets to the Company, SunOpta Foods or any g uarantor of the Notes . The indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the indenture, certain payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankrup tcy and insolvency. If an event of default occurs and is continuing, the trustee or holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued and unpaid interest on, if any, all the Notes to be due and p ayable . On October 19, 2017, the Company repaid $7.5 million principal amount of the Notes at 103.000%. |
Preferred Shares
Preferred Shares | 9 Months Ended |
Sep. 30, 2017 | |
Temporary Equity [Abstract] | |
Preferred Stock [Text Block] | 9 . Series A Preferred S tock On October 7, 2016 (the “Closing Date”), the Company and SunOpta Foods entered into a subscription agreement (the “Subscription Agreement”) with Oaktree Organics, L.P. and Oaktree Huntington Investment Fund II, L.P. (collectively, the “Investors”). Pursuant to the Subscription Agreement, SunOpta Foods issued an aggreg ate of 85,000 shares of Preferred Stock to the Investors for consideration in the amount of $85.0 million. In connection with the issuance of the Preferred Stock, the Company incurred direct and incremental expenses of $6.0 million, which reduced the carr ying value of the Preferred Stock. At any time on or after the fifth anniversary of the Closing Date, SunOpta Foods may redeem all of the Preferred Stock for an amount, per share of Preferred Stock, equal to the value of the liquidation preference at such time. The carrying value of the Preferred Stock is being accreted to the redemption amount of $85.0 million through charges to retained earnings over the period preceding the fifth anniversary of the Closing Date, which accretion amounted to $0.3 million and $0.7 million for the quarter and three quarters ended September 30, 2017 , respectively . In connection with the Subscription Agreement, the Company agreed to, among other things (i) ensure SunOpta Foods has sufficient funds to pay its obligations under the terms of the Pre ferred Stock and (ii) grant each holder of Preferred Stock (the “Holder”) the right to exchange the Preferred Stock for shares of common stock of the Company (the “Common Shares”). The Preferred Stock is non-participating with the Common Shares in dividen ds and undistributed earnings of the Company. The Preferred Stock has a stated value and initial liquidation preference of $1,000 per share. Cumulative preferred dividends accrue daily on the Preferred Stock at an annualized rate of 8.0% prior to October 5, 2025 and 12.5% thereafter, in each case of the liquidation preference (subject to an increase of 1.0% per quarter, up to a maximum rate of 5.0% per quarter on the occurrence of certain events of non-compliance). Prior to October 5, 2025, SunOpta Foods may pay dividends in cash or elect, in lieu of paying cash, to add the amount that would have been paid to the liquidation preference. After October 4, 2025, the failure to pay dividends in cash will be an event of non-compliance. The Preferred Stock ra nks senior to the shares of common stock of SunOpta Foods with respect to dividend rights and rights on the distribution of assets on any liquidation, winding up or dissolution of the Company or SunOpta Foods. As at September 30, 2017 , the Company had accrued unpaid dividends of $1.7 million, which were recorded in accounts payable and accrued liabilities on the consolidated balance sheet. At any time, the Holders may exchange their shares of Preferred Stock, in whole or in part, into the number of Common Sha res equal to, per share of Preferred Stock, the quotient of the liquidation preference divided by $7.50 (such price, the “Exchange Price” and such quotient, the “Exchange Rate”). As at September 30, 2017 , the aggregate shares of Preferred Stock outstanding we re exchangeable into 11,333,333 Common Shares. The Exchange Price is subject to certain anti-dilution adjustments, including a weighted-average adjustment for issuances of Common Shares below the Exchange Price, provided that the Exchange Price may not be lower than $7.00 (subject to adjustment in certain circumstances). SunOpta Foods may cause the Holders to exchange all of the Preferred Stock into a number of Common Shares based on the applicable Exchange Price if (i) fewer than 10% of the shares of Pre ferred Stock issued on the Closing Date remain outstanding or (ii) on or after the third anniversary of the Closing Date, the average volume-weighted average price of the Common Shares during the then preceding 20 trading day period is greater than 200% of the Exchange Price. Prior to the receipt of applicable approval by the holders of Common Shares, shares of Preferred Stock were not exchangeable into more than 19.99% of the number of Common Shares outstanding immediately after giving effect to such exch ange (the “Beneficial Ownership Exchange Cap”) . On May 24, 2017, the holders of Common Shares approved the removal of the B eneficial Ownership Exchange Cap. In connection with the Subscription Agreement, the Company issued Special Shares, Series 1 (the “ Special Voting Shares”) to the Investors, which entitle the Investors to one vote per Special Voting Share on all matters submitted to a vote of the holders of Common Shares, together as a single class, subject to certain exceptions. Additional Special Vo ting Shares will be issued, or existing Special Voting Shares will be redeemed, as necessary to ensure that the aggregate number of Special Voting Shares outstanding is equal to the number of shares of Preferred Stock outstanding from time to time multipli ed by the Exchange Rate in effect at such time. As at September 30, 2017 , 11,333,333 Special Voting Shares were issued and outstanding, which represented an approximate 11.6% voting interest in the Company. The Special Voting Shares are not transferable and the voting rights associated with the Special Voting Shares will terminate upon the transfer of the Preferred Stock to a third party, other than a controlled affiliate of the Investors. The Inve stors are entitled to designate up to two nominees for election to the Board of Directors of the Company (the “Board”) and have the right to designate one individual to attend meetings of the Board as a non-voting observer, subject to the Investors maintai ning certain levels of beneficial ownership of Common Shares on an as-exchanged basis. For so long as the Investors beneficially own or control at least 50% of the Preferred Stock issued on the Closing Date, including any corresponding Common Shares into which such Preferred Stock are exchanged, the Investors will be entitled to (i) participation rights with respect to future equity offerings of the Company; and (ii) governance rights, including the right to approve certain actions proposed to be taken by the Company and its subsidiaries. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 10. Stock-Based Compensation Stock Incentive Plan For the three quarters ended September 30, 2017 , the Company granted 872,285 stock options to selected employees that vest 100% on the third anniversar y of the grant date and expire on the tenth a nniversary of the grant date. The weighted-average grant-date fair value of the stock options was $4.22 . The following table summarizes the weighted-average assumptions used in the Black-Scholes option-pricing model to determine the fair value of the stock options granted: Grant-date stock price $ 9.41 Exercise price $ 9.41 Dividend yield 0% Expected volatility (1) 42.3% Risk-free interest rate (2) 2.0% Expected life of options (in years) (3) 6.5 (1) Determined based on the historical volatility of the Common Shares over the expected life of the stock options. (2) Determined based on U.S. Treasury yields with a remaining term equal to the expected life of the stock options. (3) Determined based on the mid-point of vesting (three years) and expiration (ten years). The aggregate grant-date fair value of stock options awarded to employees was $3.7 million, which will be recognized on a straight-line basis over the three-year vesting period. For the three quarters ended September 30, 2017 , the Company also granted 1,440,737 performance share units (“PSU”) to selected employees and 702,504 restricted stock units (“ RSUs ”) to selected employees and directors. The vesting of the PSUs is subject to the satisfaction of certain stock price performance conditions during a three-year performance period ending May 24, 2020. One-third of the PSUs will vest upon achieving a stock price of $11.00, one-third will vest upon achieving a stock price of $14.00, and one-third will vest upon achieving a stock price of $18.00, in each case for 20 consecutive trading days and subject to the employee’s continued employment throughout the performance period. Each vested PSU will entitle the employee to rece ive one common share of the Company without payment of additional consideration. The fair value of the PSUs was estimated using a Monte Carlo valuation model, which simulates the potential outcomes for the Company’s stock price performance and determines the payouts that would occur under each scenario. Fair value is based on the average of those results. The grant-date weighted-average fair value of the PSUs was determined to be $5.85 , based on the following inputs to the valuation model: Grant-date stock price $ 9.47 Dividend yield 0% Expected volatility (1) 42.3% Risk-free interest rate (2) 1.5% Expected life (in years) (3) 3.0 (1) Determined based on the historical volatility of the Common Shares over 6.5 years, which is consistent with the volatility assumption for stock options granted to employees on the same date as the PSUs. (2) Determined based on U.S. Treasury yields with a remaining term equal to the expected li fe of the PSUs . (3) Determined based on vesting for the PSUs . The aggregate grant-date fair value of the PSUs was $8.4 million, which will be recognized on a straigh t-line basis over the requisite three-year performance period. The RSUs granted to employees vest ratably on each of the first through third anniversaries of the grant date. RSUs granted to directors vest 100% on the first anniversary of the grant date. Each vested RSU will entitle the employee or director to receive one common share of the Company. The weighted-average grant-date fair value of the RSUs was estimated to be $9.26 , based on the stock price of the Common Shares as of the dates of grant. The aggregate grant-date fair value of the RSUs awarded to employees and directors of $6.5 million will be recognized on a straight-line basis over the weighted-average vesting period of 2.7 years. CEO Plan On February 6, 2017, David Colo was appointed President and CEO of the Company. In connection with his appointment, the Company granted Mr. Colo 473,940 performance-based stock options (the “Special Stock Options”) and 277,780 performance stock units (the “Special Performance Units”) . In addition, Mr. Colo was granted 100,000 RSUs, of which 50,000 were contingent on Mr. Colo purchasing Common Shares with an aggregate value of $1.0 million in the open market. The ves ting of the Special Stock Options and Special Performance Units is subject to : (i) Mr. Colo’s continued employment with the Compa ny during a three-year performance period ending February 6, 2020; and (ii) the satisfaction of certain stock price performance conditions during the p erformance p eriod. One-third of the Special Stock Options and Special Performance Units will vest upon achieving a stock price of $11.00, one-third will vest upon achieving a stock price of $14.00, and one-third will vest upon achi eving a stock price of $18.00, in each case for 20 consecutive trading days and subject to Mr. Colo’s continued employment through the p erformance p eriod. Each vested Special Stock Option will entitle Mr. Colo to purchase one common share of the Company a t an exercise price of $7.00, which was equal to the closing price of the Common Shares as at February 6, 2017. Each vested Special Performance Unit will entitle Mr. Colo to receive one common share of the Company without payment of additional considerati on. The grant-date weighted-average fair values of the Special Stock Options and Special Performance Units were esti mated using a Monte Carlo valuation model and determined to be $1.84 and $2.79, respectively, based on the following i nputs to the valuatio n model: Special Special Stock Performance Options Units Grant-date stock price $ 7.00 $ 7.00 Exercise price $ 7.00 NA Dividend yield 0% 0% Expected volatility (1) 42.0% 42.0% Risk-free interest rate (2) 2.2% 1.5% Expected life (in years) (3) 6.5 3.0 (1) Determined based on the historical volatility of the Common Shares over the expected life of the Special Stock Options. (2) Determined based on U.S. Treasury yields with a remaining term equal to the respective expected lives of the Special Stock Options and Special Performance Units. (3) Determined using the simplified method for the Special Stock Options, based on the mid-point of vesting (three years) and expiration (ten years). Determined based on vesting for the Special Performance Units. The aggregate grant-date fair value of the Special Stock Options and Special Performance Units awarded to Mr. Colo was $1.6 million, which will be recognized on a straight-line basis over the requisite three-year performance period. The RSUs granted to Mr. Colo vest in three equal installments beginning on February 6, 2018. Each vested RSU will entitle Mr. Colo to receive one common share of the Company. The grant-date fair value of the RSUs was estimated to be $7.00 based on the stock price of the Com mon Shares as of the date of grant. The aggregate grant-date fair value of the RSUs awarded to Mr. Colo of $0.7 million will be recognized on a straight-line basis over the three-year vesting period. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2017 | |
Accumulated Other Comprehensive Loss [Abstract] | |
Comprehensive Income Note [Text Block] | 11 . Accumulated Other Comprehensive Loss Net unrealized gains/(losses) recorded in accumulated other comprehensive loss were as follows : September 30, 2017 December 31, 2016 $ $ Currency translation adjustment (8,185) (13,104) Cash flow hedges, net of income taxes 257 - (7,928) (13,104) |
Other Expense (Income), Net
Other Expense (Income), Net | 9 Months Ended |
Sep. 30, 2017 | |
Other Income And Expenses [Abstract] | |
Other Income And Other Expense Disclosure [Text Block] | 12. Other Expense, Net The components of other expense (income) we re as follows: Quarter ended Three quarters ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 $ $ $ $ Impairment of long-lived assets (1) 4,467 10,300 8,190 12,035 Employee termination costs (2) 2,052 138 4,227 1,153 Product withdrawal and recall costs (3) 134 - 413 1,697 Increase (decrease) in fair value of contingent consideration (4) 83 124 287 (1,281) Legal settlement (5) (1,024) - (1,024) 9,000 Other 260 (250) (71) 119 5,972 10,312 12,022 22,723 (1) Impairment of long-lived assets For the quarter ended September 30, 2017 , represented the impairment of assets associated with the exit from flexible resealable pouch and nutrition bar product lines and operations, and, for the three quarters ended September 30, 2017 , included $3.2 million paid for the early buyout of the San Bernardino equipment leases (see note 2 ). For the quarter ended October 1, 2016 , represent ed the impairment of equipment and leasehold improvements in connection with the closure of the San Bern ardino facility. In addition, for the three quarters ended October 1, 2016 , included the impairment of leasehold improvements at the Company’s Buena Park, California, facility on the consolidation of Company’s frozen fruit processing operations following the acqui sition of Sunrise in October 2015. (2) Employee termination costs For the quarter and three quarters ended September 30, 2017 , represent ed severance benefits, net of forfeitures of stock-based awards, and legal costs incurred in connection with the Value Creation Plan (see note 2 ), including employees affected by the exit from flexible resealable pouch and nutrition bar product lines and operations . For the quarter and three quarters ended October 1, 2016 , primarily represented severance benefits for employees affected by the consoli dation of the Company ’ s frozen fruit processing operations. (3) Product withdrawal and recall costs For the three quarters ended September 30, 2017 , represented product withdrawal and recall costs that were not eligible for reimbursement under the Company’s insuranc e policies. For the quarter and three quarters ended October 1, 2016 , the Company recognized estimated costs of $1. 1 million related to the voluntary withdrawal of a consumer-packaged product due to a quality-related issue, and the $0. 6 million for insurance deductibles relat ed to the sunflower recall (see note 5 ) . ( 4 ) Increase (decrease) in fair value of contingent consideration For all periods presented, reflect ed the accretion of contingent consideration obligations to reflect the time value of money . In addition, for the three quarters ended October 1, 2016 , included a gain of $1.7 million on the settlement of the contingent consideration obligation related to the acquisition of Niagara Natural in August 2015 . ( 5 ) Legal settlement In the second quarter of 2016, the Company recorded a charge of $9.0 million related to the settlement of a product recall dispute with a customer involving certain flexible resealable pouch products manufactured by the Company in 2013 . The settlement amount included up to $4.0 m illion in rebates payable to the customer over a four-year period. In connection with the exit from the flexible resealable pouch product lines and operations, the Company agreed to an upfront cash settlement of the remaining rebate obligation, resulting in a recovery of $1.0 million recognized in the third quarter of 2017. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share Abstract | |
Earnings Per Share [Text Block] | 13. Loss Per Share Basic and diluted loss per share were calculated as follows (shares in thousands) : Quarter ended Three quarters ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Numerator for basic loss per share: Loss from continuing operations, less amount attributable to non-controlling interests $ (6,027) $ (3,355) $ (17,833) $ (17,142) Less: dividends and accretion on Series A Preferred Stock (1,954) - (5,848) - Loss from continuing operations available to common shareholders (7,981) (3,355) (23,681) (17,142) Loss from discontinued operations attributable to SunOpta Inc. - - - (570) Loss available to common shareholders $ (7,981) $ (3,355) $ (23,681) $ (17,712) Denominator for basic loss per share: Basic weighted-average number of shares outstanding 86,541 85,619 86,232 85,529 Basic loss per share: - from continuing operations $ (0.09) $ (0.04) $ (0.27) $ (0.20) - from discontinued operations - - - (0.01) $ (0.09) $ (0.04) $ (0.27) $ (0.21) Numerator for diluted loss per share: Loss from continuing operations, less amount attributable to non-controlling interests $ (6,027) $ (3,355) $ (17,833) $ (17,142) Less: dividends and accretion on Series A Preferred Stock (1) (1,954) - (5,848) - Loss from continuing operations available to common shareholders (7,981) (3,355) (23,681) (17,142) Loss from discontinued operations attributable to SunOpta Inc. - - - (570) Loss available to common shareholders $ (7,981) $ (3,355) $ (23,681) $ (17,712) Denominator for diluted loss per share: Basic weighted-average number of shares outstanding 86,541 85,619 86,232 85,529 Dilutive effect of the following: Series A Preferred Stock (1) - - - - Stock options and RSUs (2) - - - - Diluted weighted-average number of shares outstanding 86,541 85,619 86,232 85,529 Diluted loss per share: - from continuing operations $ (0.09) $ (0.04) $ (0.27) $ (0.20) - from discontinued operations - - - (0.01) $ (0.09) $ (0.04) $ (0.27) $ (0.21) (1) For the quarter and three quarters ended September 30, 2017 , it was more dilutive to assume the Preferred Stock was not converted into Common Shares and, therefore, the numerator of the diluted loss per share calculation was not adjusted to add back the dividends and accretion on the Preferred Stock and the denominator was not adjusted to include 11,333,333 Common Shares issuable on an if-converted basis. (2) For the quarter and three quarters ended September 30, 2017 , stock options and RSUs to purchase or receive 917,702 ( October 1, 2016 – 31,582 ) and 850,013 ( October 1, 2016 – 20,534 ) Common Shares, respectively, were excluded from the calculation of diluted loss per share due to their anti-dilutive effect of reducing the loss per share. In addition, for the quarter and three quarters ended September 30, 2017 , opt ions to purchase 1,518,129 ( October 1, 2016 – 1,873,871 ) and 2,488,826 ( October 1, 2016 – 2,453,271 ) Common Shares , respectively, were anti-dilutive because the exercise prices of these options were greater than the average market pric e . |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Flow Supplemental Disclosures [Text Block] | 14. Supplemental Cash Flow Information Quarter ended Three quarters ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 $ $ $ $ Changes in non-cash working capital: Accounts receivable 5,113 (22,302) 12,754 (56,049) Inventories 15,100 5,150 9,187 (34,760) Income tax recoverable/payable (552) 9,423 (5,351) 14,807 Prepaid expenses and other current assets (6,695) (1,985) (16,241) (2,591) Accounts payable and accrued liabilities (30,455) 10,999 (23,760) 21,943 Customer and other deposits (517) (449) (1,908) (4,293) (18,006) 836 (25,319) (60,943) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments And Contingencies Disclosure [Text Block] | 15. Commitments and Contingencies Employment Matter On April 19, 2013, a class-action complaint, in the case titled De Jesus, et al. v. Frozsun, Inc. d/b/a Frozsun Foods, was filed against Sunrise Growers, Inc. (then named Frozsun, Inc.) in California Superior Court, Santa Barbara County seeking damages, equitable relief and reasonable attorneys’ fees for alleged wage and hour violations. This case includes claims for failure to pay all hours worked, failure to pay overtime wages, meal and rest period violations, waiting-time penalties, improper wage statements and unfair business practices. The putative class includes approximately 10,000 non-exempt hourly employees from Sunrise’s production facilities in Santa Maria and Oxnard, California. The parties attended mediation on October 12, 2 017 and reached a general agreement to resolve the matter on a class-wide basis. The parties are negotiating the remaining details of the settlement which is subject to court approval. It is anticipated that the parties will seek preliminary approva l of the settlement from the court in December 2017 or January 2018. The Company expects to recover the full amount payable under the settlement through insurance coverage and an escrow account established in connection with the Company’s acquisition o f Sunrise. Other Claims In addition, various claims and potential claims arising in the normal course of business are pending against the Company. It is the opinion of management that these claims or potential claims are without merit and 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 pos ition or results of the Company . |
Segmented Information
Segmented Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 16. Segmented Information T he composition of the Company’s reportable segments is as follows: Global Ingredients aggregates our North American-based Raw Material Sourcing and Supply and European-based International Sourcing and Supply operating segments focused on the procurement and sale of specialty and organic grains and seeds, raw material ingredients, value-added grain- and cocoa-based ingredients, and organic commodities. Consumer Products consists of three main commercial platforms: Healthy Beverages, Healthy Fr uit and Healthy Snacks. Healthy Beverages includes aseptic packaged products including non-dairy and dairy beverages, broths and teas; refrigerated premium juices; and shelf-stable juices and functional waters. Healthy Fruit includes individually quick f rozen (“IQF”) fruits for retail; IQF and bulk frozen fruit for foodservice; and custom fruit preparations for industrial use. Healthy Snacks includes fruit snacks; nutrition bars; and flexible resealable pouch products . In addition, Corpora te Services provides a variety of management, financial, information technology, treasury and administration services to each of the Company’s operating segments from the Company’s headquarters in Mississauga, Ontario and administrative office in Edina, Mi nnesota . When reviewing the operating results of the Company’s operating segments, management uses segment revenues from external customers and segment operating income /loss to assess performance and allocate resources. Segment operating income /loss excl udes other income/expense items and goodwill impairment losses. In addition, interest expense and income amounts, and provisions for income taxes are not allocated to the operating segments . Quarter ended September 30, 2017 Global Consumer Ingredients Products Consolidated $ $ $ Segment revenues from external customers 140,533 180,180 320,713 Segment operating income 5,265 4,528 9,793 Corporate Services (4,832) Other expense, net (see note 12) (5,972) Interest expense, net (8,371) Loss from continuing operations before income taxes (9,382) Quarter ended October 1, 2016 Global Consumer Ingredients Products Consolidated $ $ $ Segment revenues from external customers 137,174 211,558 348,732 Segment operating income 7,404 8,104 15,508 Corporate Services (2,287) Other expense, net (see note 12) (10,312) Interest expense, net (12,178) Loss from continuing operations before income taxes (9,269) Three quarters ended September 30, 2017 Global Consumer Ingredients Products Consolidated $ $ $ Segment revenues from external customers 420,247 566,951 987,198 Segment operating income 18,388 14,696 33,084 Corporate Services (28,460) Other expense, net (see note 12) (12,022) Interest expense, net (23,820) Loss from continuing operations before income taxes (31,218) Three quarters ended October 1, 2016 Global Consumer Ingredients Products Consolidated $ $ $ Segment revenues from external customers 441,694 607,498 1,049,192 Segment operating income 24,256 6,989 31,245 Corporate Services (6,544) Other expense, net (see note 12) (22,723) Interest expense, net (34,748) Loss from continuing operations before income taxes (32,770) |
Accounting Policies (Policy)
Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting [Text Block] | 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 accounting principles generally accepted in the United States of America (“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 30, 2017 are not necessarily indicative of the results that may be expected for the full fiscal year ending December 30, 2017 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 31, 2016 , except as described below under “Recent Accounting Pronouncements – Adoption of New Accounting Standards ” . 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 31, 2016 . |
Fiscal Period [Policy Text Block] | The fiscal year of the Company consists of a 52- or 53-week period ending on the Saturday closest to December 31. Fiscal year 2017 is a 52-week period ending on December 30, 2017, with quarterly periods ending on April 1, July 1 and September 30, 2017. F iscal year 2016 was a 52-week period ending on December 31, 2016, with quarterly periods ending on April 2, July 2 and October 1, 2016. |
New Accounting Pronouncements Policy [Policy Text Block] | Recent Accounting Pronouncements Adoption of New Accounting Standards In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-15, “Classification of Certain Cash Receipts and Cash Payments”, which clarifies how entities should classify certain cash receipts and cash pa yments on the statement of cash flows, including contingent consideration payments made after a business combination. As permitted, the Company elected to early adopt the guidance as at December 31, 2016 on a retrospective basis. In connection with the a doption of ASU 2016-15, the Company reclassified $4.6 million of contingent consideration payments from investing activities to financing activities on the comparative consolidated statement of cash flows for the three quarters ended October 1, 2016 . In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, which is intended to simplify the accounting for share-based payment transactions, including income tax consequence s, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. Under the new guidance, companies will record excess tax benefits and tax deficiencies as income tax expense or benefit in the income st atement rather than in additional paid-in capital. In addition, the guidance permits companies to elect to recognize forfeitures of share-based payments as they occur, rather than estimating the number of awards expected to be forfeited as is currently re quired. This guidance is effective for annual and interim periods beginning after December 15, 2016. The Company adopted ASU 2016-09 effective January 1, 2017, and elected upon adoption to recognize forfeitures of stock-based awards as they occur versus e stimating at the time of grant. The cumulative effect of this change in accounting policy as at January 1, 2017, was not material to the Company’s financial statements. Commencing January 1, 2017, the Company recognizes excess tax benefits and deficienci es in the provision for income taxes on its consolidated statements of operations and as an operating activity on the consolidated statements of cash flows . Recently Issued Accounting Standards, Not Adopted as at September 30, 2017 In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which simplifies the accounting for goodwill impairment by eliminating the requirement to calculate the implied fair value of goodwill (that i s, Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, companies will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (that is, measure the charge based on Step 1 of the current goodwill impairment model). The guidance is effective on a prospective basis for interim and annual goodwill impairment testing dates after January 1, 2020; however, early adoption is permitted for testing dates after January 1, 2 017. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments”, which requires measurement and r ecognition of expected versus incurred credit losses for most financial assets. ASU 2016-13 is effective for interim and annual periods beginning after December 15, 2019. The Company is currently assessing the impact that this standard will have on its con solidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases”, a comprehensive new standard that amends various aspects of existing accounting guidance for leases, including the recognition of a right of use asset and a lease lia bility for leases with a duration of greater than one year. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessin g the impact that this standard will have on its consolidated financial statements; however, the Company anticipates that upon adoption of the standard it will recognize additional assets and corresponding liabilities related to leases on its balance sheet . In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, which will supersede existing revenue recognition guidance under U.S. GAAP. Under the new standard, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 defines a five-step process to achieve this principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the tran saction price and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU 2015-14, which defers by one year the effective date of ASU 2014-09. During 2016, the FASB issued ASU 2016-08, ASU 2016-10, 20 16-11, 2016-12 and 2016-20, all of which clarify certain implementation guidance within ASU 2014-09. ASU 2014-09, as amended, is effective for annual and interim periods beginning on or after December 15, 2017, and is to be applied on either a full retros pective or modified retrospective basis. With the assistance of a third party, the Company analyzed its significant customer relationships to determine the effects of ASU 2014-09. In particular, the Company assessed under the new guidance whether its e xisting contracts with customers to produce certain consumer-packaged goods would permit the Company to recognize revenue over time versus at a point in time, based on whether the given product has an alternative use or not and whether there is an enforcea ble right to payment under the contract for product produced to date. Based on its assessment to date , the Company has tentatively concluded that it does not satisfy the criteria to recognize revenue over time, and, therefore, expects to continue to recognize r evenue at a point in time consistent with its current policies and processes. Consequently, the Company does not expect the adoption of ASU 2014-09 to have a material impact on its consolidated financial statements and revenue recognition practices, or it s internal controls. The Company expects to adopt ASU 2014-09 using the modified retrospective approach. The Company is currently in the process of finalizing its assessment, and reviewing its disclosures for revenue recognition to conform with the disclosu re requirements of the stand ard . |
Value Creation Plan (Tables)
Value Creation Plan (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring And Related Activities [Abstract] | |
Schedule Of Restructuring And Related Costs [Table Text Block] | The following table summarizes costs incurred since the inception of the Value Creation Plan to September 30, 2017 : (a) (b) (c) Employee Asset recruitment, Consulting impairments retention and fees and and facility termination temporary closure costs costs labor costs Total $ $ $ $ Fiscal 2016 Costs incurred and charged to expense 10,300 - 483 10,783 Cash payments - - (483) (483) Non-cash adjustments (10,300) - - (10,300) Balance payable, October 1, 2016 - - - - Costs incurred and charged to expense 1,222 2,763 3,558 7,543 Cash payments - (694) (1,901) (2,595) Non-cash adjustments (1,222) (266) - (1,488) Balance payable, December 31, 2016 (1) - 1,803 1,657 3,460 Fiscal 2017 Costs incurred and charged to expense 4,095 3,478 9,710 17,283 Cash payments (3,581) (2,578) (1,774) (7,933) Non-cash adjustments (714) 276 - (438) Balance payable (receivable), April 1, 2017 (1) (200) 2,979 9,593 12,372 Costs incurred and charged to expense 262 2,550 4,876 7,688 Cash payments (262) (2,685) (9,538) (12,485) Non-cash adjustments - 51 - 51 Balance payable (receivable), July 1, 2017 (1) (200) 2,895 4,931 7,626 Costs incurred and charged to expense 5,754 3,284 1,218 10,256 Cash payments - (2,061) (5,964) (8,025) Non-cash adjustments (5,754) 240 - (5,514) Balance payable (receivable), September 30, 2017 (1) (200) 4,358 185 4,343 For the quarter and three quarters ended September 30, 2017 , costs incurred and charged to expense were recorded in the consolidated statement of operations as follows: Quarter ended Three quarters ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 $ $ $ $ Cost of goods sold (1) 1,287 - 1,921 - Selling, general and administrative expenses (2) 2,400 483 20,839 483 Other expense (3) 6,569 10,300 12,467 10,300 10,256 10,783 35,227 10,783 (1 ) Inventory write-downs and facility closure costs recorded in cost of goods sold were allocated to the Consumer Products operating segment. (2) Consulting fees and temporary labor costs, and employee recruitment , relocation and retention costs recorded in selling, general and administrative expenses were allocated to Corporate Services. (3) Asset impairment and employee termination costs recorded in other expense were not allocated to the Company’s operating segments or Corp orate Services. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | The following table reconciles the major components of the results of discontinued operations to the amounts reported in the consolidated statement of operations for the three quarters ended October 1, 2016 : $ Revenues 24,896 Cost of goods sold (22,133) Selling, general and administrative expenses (3,024) Other expense, net (794) Foreign exchange loss (454) Interest expense (484) Loss before income taxes (1,993) Gain on classification as held for sale before income taxes 560 Total pre-tax loss from discontinued operations (1,433) Recovery of income taxes 599 Loss from discontinued operations (834) Loss from discontinued operations attributable to non-controlling interest 264 Loss from discontinued operations attributable to SunOpta Inc. (570) |
Derivative Financial Instrume27
Derivative Financial Instruments and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | 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 30, 2017 and December 31, 2016 : September 30, 2017 Fair value asset (liability) Level 1 Level 2 Level 3 $ $ $ $ (a) Commodity futures and forward contracts (1) Unrealized short-term derivative asset 376 54 322 - Unrealized short-term derivative liability (242) - (242) - Unrealized long-term derivative liability (2) - (2) - (b) Inventories carried at market (2) 3,179 - 3,179 - (c) Forward foreign currency contracts Not designated as hedging instruments (3) (1,237) - (1,237) - Designated as a hedging instruments (4) 368 - 368 - (d) Contingent consideration (5) (11,236) - - (11,236) (e) Embedded derivative (6) 2,690 - - 2,690 December 31, 2016 Fair value asset (liability) Level 1 Level 2 Level 3 $ $ $ $ (a) Commodity futures and forward contracts (1) Unrealized short-term derivative asset 787 43 744 - Unrealized short-term derivative liability (916) - (916) - Unrealized long-term derivative liability (8) - (8) - (b) Inventories carried at market (2) 8,231 - 8,231 - (c) Forward foreign currency contracts Not designated as hedging instruments (3) 1,345 - 1,345 - (d) Contingent consideration (5) (15,279) - - (15,279) (e) Embedded derivative (6) 2,944 - - 2,944 (1) Unrealized short-term derivative asset was included in prepaid expenses and other current assets, unrealized short-term derivative liability was included in other current liabilities and unrealized long-term derivative liability wa s included in long-term liabilities on the consolidated balance sheets. (2) Inventories carried at market were included in inventories on the consolidated balance sheets. ( 3 ) F orward foreign currency contracts not designated as a hedge were included in accounts receivable or accounts payable and accrued liabilities on the consolidated balance sheets. (4) F orward foreign currency contracts designated as a hedge were included in other assets or other current liabilities on the consolidated balance sheets. ( 5 ) Contingent consi deration obligations were included in long-term liabilities (including the current portion thereof) on the consolidated balance sheets. ( 6 ) The embedded derivative wa s included in other assets (long-term) on the consolidated balance sheets. |
Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block] | As at September 30, 2017 , the notional am ounts of open commodity futures and forward purchase and sale contracts were as follows (in thousands of bushels): Number of bushels purchased (sold) Corn Soybeans Forward commodity purchase contracts (120) 44 Forward commodity sale contracts (493) (676) Commodity futures contracts 365 495 |
Schedule Of Business Acquisitions By Acquisition Contingent Consideration [Table Text Block] | The following table presents a reconciliation of contingent consideration obligations for the quarters and three quarters ended September 30, 2017 and October 1, 2016 : Quarter ended Three quarters ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 $ $ $ $ Balance, beginning of period (11,153) (15,051) (15,279) (21,010) Issuances - - - - Fair value adjustments (1) (83) (124) (287) 1,281 Payments (2) - - 4,330 4,554 Balance, end of period (11,236) (15,175) (11,236) (15,175) (1 ) For all periods presented, r eflect ed the accretion for the time value of money, which was included in other income/ expense (see note 12 ). In addition, for the three quarters ended October 1, 2016 , included a gain of $1.7 million on the settlement of the contingent consideration obligation related to the Company ’ s acquisition of Niagara Natural Fruit Snack Company Inc. (“Niagara Natural”) in August 2015. (2) For the three quarters ended September 30, 2017 , r eflect ed the second installment payment of deferred considerat ion to the former unitholders of Citrusource, LLC (“Citrusource”), which was acquired by the Company in March 2015, and payment of the remaining deferred consideration to a former shareholder of Organic Land Corporation OOD, which was acquired by the Compa ny in December 2012. For the three quarters ended October 1, 2016 , r eflect ed the first installment payment related to Citrusource and cash settlement of the remaining obligation related to Niagara Natural. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | September 30, 2017 December 31, 2016 $ $ Raw materials and work-in-process 271,645 266,072 Finished goods 102,039 101,585 Company-owned grain 7,675 15,027 Inventory reserves (10,760) (14,202) 370,599 368,482 |
Bank Indebtedness and Long-Te29
Bank Indebtedness and Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Short-term Debt [Abstract] | |
Schedule Of Line Of Credit Facilities And Long Term Debt [Table Text Block] | September 30, 2017 December 31, 2016 $ $ Bank indebtedness: Global Credit Facility (1) 256,444 199,281 Bulgarian credit facility (2) 2,564 2,213 259,008 201,494 Long-term debt: Senior Secured Second Lien Notes, net of unamortized debt issuance costs of $8,217 (December 31, 2016 - $8,835) (3) 222,781 222,163 Capital lease obligations 6,184 7,454 Other 1,841 1,470 230,806 231,087 Less: current portion 2,045 2,079 228,761 229,008 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Stock Incentive Plan For the three quarters ended September 30, 2017 , the Company granted 872,285 stock options to selected employees that vest 100% on the third anniversar y of the grant date and expire on the tenth a nniversary of the grant date. The weighted-average grant-date fair value of the stock options was $4.22 . The following table summarizes the weighted-average assumptions used in the Black-Scholes option-pricing model to determine the fair value of the stock options granted: Grant-date stock price $ 9.41 Exercise price $ 9.41 Dividend yield 0% Expected volatility (1) 42.3% Risk-free interest rate (2) 2.0% Expected life of options (in years) (3) 6.5 (1) Determined based on the historical volatility of the Common Shares over the expected life of the stock options. (2) Determined based on U.S. Treasury yields with a remaining term equal to the expected life of the stock options. (3) Determined based on the mid-point of vesting (three years) and expiration (ten years). The fair value of the PSUs was estimated using a Monte Carlo valuation model, which simulates the potential outcomes for the Company’s stock price performance and determines the payouts that would occur under each scenario. Fair value is based on the average of those results. The grant-date weighted-average fair value of the PSUs was determined to be $5.85 , based on the following inputs to the valuation model: Grant-date stock price $ 9.47 Dividend yield 0% Expected volatility (1) 42.3% Risk-free interest rate (2) 1.5% Expected life (in years) (3) 3.0 (1) Determined based on the historical volatility of the Common Shares over 6.5 years, which is consistent with the volatility assumption for stock options granted to employees on the same date as the PSUs. (2) Determined based on U.S. Treasury yields with a remaining term equal to the expected li fe of the PSUs . (3) Determined based on vesting for the PSUs . The grant-date weighted-average fair values of the Special Stock Options and Special Performance Units were esti mated using a Monte Carlo valuation model and determined to be $1.84 and $2.79, respectively, based on the following i nputs to the valuatio n model: Special Special Stock Performance Options Units Grant-date stock price $ 7.00 $ 7.00 Exercise price $ 7.00 NA Dividend yield 0% 0% Expected volatility (1) 42.0% 42.0% Risk-free interest rate (2) 2.2% 1.5% Expected life (in years) (3) 6.5 3.0 (1) Determined based on the historical volatility of the Common Shares over the expected life of the Special Stock Options. (2) Determined based on U.S. Treasury yields with a remaining term equal to the respective expected lives of the Special Stock Options and Special Performance Units. (3) Determined using the simplified method for the Special Stock Options, based on the mid-point of vesting (three years) and expiration (ten years). Determined based on vesting for the Special Performance Units. |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive Loss (Table) | 9 Months Ended |
Sep. 30, 2017 | |
Accumulated Other Comprehensive Loss [Abstract] | |
Schedule Of Accumulated Other Comprehensive Income Loss [Table Text Block] | Net unrealized gains/(losses) recorded in accumulated other comprehensive loss were as follows : September 30, 2017 December 31, 2016 $ $ Currency translation adjustment (8,185) (13,104) Cash flow hedges, net of income taxes 257 - (7,928) (13,104) |
Other Expense (Income), Net (Ta
Other Expense (Income), Net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Income And Expenses [Abstract] | |
Schedule of Other Income And Other Expense Disclosure [Table Text Block] | The components of other expense (income) we re as follows: Quarter ended Three quarters ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 $ $ $ $ Impairment of long-lived assets (1) 4,467 10,300 8,190 12,035 Employee termination costs (2) 2,052 138 4,227 1,153 Product withdrawal and recall costs (3) 134 - 413 1,697 Increase (decrease) in fair value of contingent consideration (4) 83 124 287 (1,281) Legal settlement (5) (1,024) - (1,024) 9,000 Other 260 (250) (71) 119 5,972 10,312 12,022 22,723 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share Abstract | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Basic and diluted loss per share were calculated as follows (shares in thousands) : Quarter ended Three quarters ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Numerator for basic loss per share: Loss from continuing operations, less amount attributable to non-controlling interests $ (6,027) $ (3,355) $ (17,833) $ (17,142) Less: dividends and accretion on Series A Preferred Stock (1,954) - (5,848) - Loss from continuing operations available to common shareholders (7,981) (3,355) (23,681) (17,142) Loss from discontinued operations attributable to SunOpta Inc. - - - (570) Loss available to common shareholders $ (7,981) $ (3,355) $ (23,681) $ (17,712) Denominator for basic loss per share: Basic weighted-average number of shares outstanding 86,541 85,619 86,232 85,529 Basic loss per share: - from continuing operations $ (0.09) $ (0.04) $ (0.27) $ (0.20) - from discontinued operations - - - (0.01) $ (0.09) $ (0.04) $ (0.27) $ (0.21) Numerator for diluted loss per share: Loss from continuing operations, less amount attributable to non-controlling interests $ (6,027) $ (3,355) $ (17,833) $ (17,142) Less: dividends and accretion on Series A Preferred Stock (1) (1,954) - (5,848) - Loss from continuing operations available to common shareholders (7,981) (3,355) (23,681) (17,142) Loss from discontinued operations attributable to SunOpta Inc. - - - (570) Loss available to common shareholders $ (7,981) $ (3,355) $ (23,681) $ (17,712) Denominator for diluted loss per share: Basic weighted-average number of shares outstanding 86,541 85,619 86,232 85,529 Dilutive effect of the following: Series A Preferred Stock (1) - - - - Stock options and RSUs (2) - - - - Diluted weighted-average number of shares outstanding 86,541 85,619 86,232 85,529 Diluted loss per share: - from continuing operations $ (0.09) $ (0.04) $ (0.27) $ (0.20) - from discontinued operations - - - (0.01) $ (0.09) $ (0.04) $ (0.27) $ (0.21) (1) For the quarter and three quarters ended September 30, 2017 , it was more dilutive to assume the Preferred Stock was not converted into Common Shares and, therefore, the numerator of the diluted loss per share calculation was not adjusted to add back the dividends and accretion on the Preferred Stock and the denominator was not adjusted to include 11,333,333 Common Shares issuable on an if-converted basis. (2) For the quarter and three quarters ended September 30, 2017 , stock options and RSUs to purchase or receive 917,702 ( October 1, 2016 – 31,582 ) and 850,013 ( October 1, 2016 – 20,534 ) Common Shares, respectively, were excluded from the calculation of diluted loss per share due to their anti-dilutive effect of reducing the loss per share. In addition, for the quarter and three quarters ended September 30, 2017 , opt ions to purchase 1,518,129 ( October 1, 2016 – 1,873,871 ) and 2,488,826 ( October 1, 2016 – 2,453,271 ) Common Shares , respectively, were anti-dilutive because the exercise prices of these options were greater than the average market pric e . |
Supplemental Cash Flow Inform34
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Quarter ended Three quarters ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 $ $ $ $ Changes in non-cash working capital: Accounts receivable 5,113 (22,302) 12,754 (56,049) Inventories 15,100 5,150 9,187 (34,760) Income tax recoverable/payable (552) 9,423 (5,351) 14,807 Prepaid expenses and other current assets (6,695) (1,985) (16,241) (2,591) Accounts payable and accrued liabilities (30,455) 10,999 (23,760) 21,943 Customer and other deposits (517) (449) (1,908) (4,293) (18,006) 836 (25,319) (60,943) |
Segmented Information (Tables)
Segmented Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Quarter ended September 30, 2017 Global Consumer Ingredients Products Consolidated $ $ $ Segment revenues from external customers 140,533 180,180 320,713 Segment operating income 5,265 4,528 9,793 Corporate Services (4,832) Other expense, net (see note 12) (5,972) Interest expense, net (8,371) Loss from continuing operations before income taxes (9,382) Quarter ended October 1, 2016 Global Consumer Ingredients Products Consolidated $ $ $ Segment revenues from external customers 137,174 211,558 348,732 Segment operating income 7,404 8,104 15,508 Corporate Services (2,287) Other expense, net (see note 12) (10,312) Interest expense, net (12,178) Loss from continuing operations before income taxes (9,269) Three quarters ended September 30, 2017 Global Consumer Ingredients Products Consolidated $ $ $ Segment revenues from external customers 420,247 566,951 987,198 Segment operating income 18,388 14,696 33,084 Corporate Services (28,460) Other expense, net (see note 12) (12,022) Interest expense, net (23,820) Loss from continuing operations before income taxes (31,218) Three quarters ended October 1, 2016 Global Consumer Ingredients Products Consolidated $ $ $ Segment revenues from external customers 441,694 607,498 1,049,192 Segment operating income 24,256 6,989 31,245 Corporate Services (6,544) Other expense, net (see note 12) (22,723) Interest expense, net (34,748) Loss from continuing operations before income taxes (32,770) |
Description of Business and S36
Description of Business and Significant Accounting Policies (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Basis Of Presentation Fiscal Year End And New Accounting Pronouncements Disclosure [Abstract] | |
Operating Cycle | The fiscal year of the Company consists of a 52- or 53-week period ending on the Saturday closest to December 31. Fiscal year 2017 is a 52-week period ending on December 30, 2017, with quarterly periods ending on April 1, July 1 and September 30, 2017. Fiscal year 2016 was a 52-week period ending on December 31, 2016, with quarterly periods ending on April 2, July 2 and October 1, 2016. |
Year Founded | 1,973 |
Value Creation Plan (Exiting Fl
Value Creation Plan (Exiting Flexible Resealable Pouch and Nutrition Bar Product Lines and Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Proceeds from sale of property, plant and equipment | $ 475 | $ 0 | $ 776 | $ 0 |
Revenues | 320,713 | 348,732 | 987,198 | 1,049,192 |
Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest | (9,382) | (9,269) | $ (31,218) | (32,770) |
Flexible Resealable Pouch [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Long Lived Assets Held For Sale, Description | On July 26, 2017, SunOpta Foods entered an agreement with Skjodt-Barrett Contract Packaging LLC to sell equipment used in the production of flexible resealable pouches at the Company’s Allentown, Pennsylvania facility for gross proceeds of $2.0 million ($1.2 million net of costs to sell). The transaction closed on November 3, 2017. The Company continued to produce flexible resealable pouch products for existing customers until the closing date. The Company’s aseptic beverage operations were not affected by the sale of assets, and the Company will continue to produce aseptic beverages at its Allentown facility. | |||
Proceeds from sale of property, plant and equipment | $ 2,000 | |||
Nutrition Bar [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Long Lived Assets Held For Sale, Description | On September 27, 2017, the Company announced its intention to exit its nutrition bar product lines and operations in Carson City, Nevada. The Company expects to exit from these activities prior to the end of fiscal 2017, and will continue to produce nutrition bar products for existing customers until the exit date. The Company is in discussions with potential buyers interested in purchasing the nutrition bar equipment and assuming the facility lease. | |||
Flexible Resealable Pouch and Nutrition Bar [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Revenues | 13,500 | 14,300 | $ 44,100 | 45,000 |
Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest | (8,600) | $ (200) | (12,900) | $ (100) |
Inventory Write Down | 1,300 | 1,300 | ||
Impairment Of Long Lived Assets To Be Disposed Of | 4,500 | 4,500 | ||
Business Exit Costs | $ 1,400 | $ 1,400 |
Value Creation Plan (Table) (De
Value Creation Plan (Table) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Charges | $ 10,256 | $ 7,688 | $ 17,283 | $ 7,543 | $ 10,783 | ||
Payments For Restructuring | (8,025) | (12,485) | (7,933) | (2,595) | (483) | ||
Restructuring Reserve Settled Without Cash | (5,514) | 51 | (438) | (1,488) | (10,300) | ||
Restructuring Reserve | 4,343 | 7,626 | 12,372 | 3,460 | 0 | $ 4,343 | $ 0 |
Cost of goods sold | 284,258 | 307,702 | 870,382 | 940,283 | |||
Selling, general and administrative expenses | 26,102 | 23,915 | 99,413 | 72,676 | |||
Value Creation Plan [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Charges | 10,256 | 10,783 | 35,227 | 10,783 | |||
Cost of goods sold | 1,287 | 0 | 1,921 | 0 | |||
Selling, general and administrative expenses | 2,400 | 483 | 20,839 | 483 | |||
Other Expense | 6,569 | 10,300 | 12,467 | 10,300 | |||
Facility Closing [Member] | Value Creation Plan [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Charges | 5,754 | 262 | 4,095 | 1,222 | 10,300 | ||
Payments For Restructuring | 0 | (262) | (3,581) | 0 | 0 | ||
Restructuring Reserve Settled Without Cash | (5,754) | 0 | (714) | (1,222) | (10,300) | ||
Restructuring Reserve | (200) | (200) | (200) | 0 | 0 | (200) | 0 |
Consulting and temporary labour costs | Value Creation Plan [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Charges | 1,218 | 4,876 | 9,710 | 3,558 | 483 | ||
Payments For Restructuring | (5,964) | (9,538) | (1,774) | (1,901) | (483) | ||
Restructuring Reserve Settled Without Cash | 0 | 0 | 0 | 0 | 0 | ||
Restructuring Reserve | 185 | 4,931 | 9,593 | 1,657 | 0 | 185 | 0 |
Employee Recruitment Retention and Termination Costs [Member] | Value Creation Plan [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Charges | 3,284 | 2,550 | 3,478 | 2,763 | 0 | ||
Payments For Restructuring | (2,061) | (2,685) | (2,578) | (694) | 0 | ||
Restructuring Reserve Settled Without Cash | 240 | 51 | 276 | (266) | 0 | ||
Restructuring Reserve | $ 4,358 | $ 2,895 | $ 2,979 | $ 1,803 | $ 0 | $ 4,358 | $ 0 |
Value Creation Plan (Narrative)
Value Creation Plan (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||||
Asset Impairment Charges | $ 4,467 | $ 10,300 | $ 8,190 | $ 12,035 | |||
Restructuring Charges | 10,256 | $ 7,688 | $ 17,283 | $ 7,543 | 10,783 | ||
Restructuring And Related Cost, Expected Cost | 10,000 | 10,000 | |||||
Flexible Resealable Pouch [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring And Related Cost, Expected Cost | 8,200 | 8,200 | |||||
San Bernardino Asset Impairment [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Asset Impairment Charges | 3,723 | $ 10,300 | 3,200 | ||||
Contract Terminations | $ 3,200 | ||||||
Notes Receivable Gross | $ 200 | 200 | |||||
Restructuring Charges | $ 400 | ||||||
Heuvelton Facility Asset Impairment [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Asset Impairment Charges | $ 1,200 |
Acquisition of Non-Controllin40
Acquisition of Non-Controlling Interests in Mexican Subsidiary (Details) - Opus Foods Mexico [Member] $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Noncontrolling Interest [Line Items] | |
Minority Interest, Description | On July 28, 2017, the Company acquired all the capital stock of Opus Foods Mexico, S.A. de C.V. (“Opus”) held by non-controlling interests for $1.7 million. This acquisition increased the Company’s equity ownership in Opus from 75% to 100%. The Company acquired its initial 75% interest in Opus through the acquisition of Sunrise Holdings (Delaware), Inc. (“Sunrise”) in October 2015. |
Payments To Acquire Additional Interest In Subsidiaries | $ 1.7 |
Discontinued Operations (Opta M
Discontinued Operations (Opta Minerals Inc Narrative) (Details) - 3 months ended Apr. 06, 2016 - Opta Minerals Inc [Member] CAD in Millions, $ in Millions | CAD | USD ($) | USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Consideration | CAD 6.2 | $ 4.8 | |
Discontinued Operation Amount Of Cash Consideration On Sale | CAD 4.2 | $ 3.2 | |
Noncontrolling Interest, Ownership Percentage by Parent | 66.00% | 66.00% | |
Subordinated Promissory Note | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Discontinued Operation Amount of Subordinated Promissory Note on Sale | CAD 2 | $ 1.5 | |
Debt Instrument Interest Rate Stated Percentage | 2.00% | 2.00% |
Discontinued Operations (Operat
Discontinued Operations (Operating results) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain on classification as held for sale | $ 0 | $ 0 | $ 0 | $ 560 |
Recovery of income taxes during phase out | 0 | 0 | 0 | 599 |
Earnings (loss) from discontinued operations, net of taxes | (834) | |||
Loss from discontinued operations attributable to non-controlling interests | 0 | 0 | 0 | 264 |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to SunOpta Inc | 0 | $ 0 | $ 0 | (570) |
Opta Minerals Inc [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues from discontinued operations | 0 | 24,896 | ||
Costs of Goods Sold | 0 | (22,133) | ||
Selling, general and administrative expenses | 0 | (3,024) | ||
Other Income (Expense), net | 0 | (794) | ||
Foreign exchange gain (loss) | 0 | (454) | ||
Interest Expense | 0 | (484) | ||
Earning (loss) before income tax | 0 | (1,993) | ||
Gain on classification as held for sale | 0 | 560 | ||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | 0 | (1,433) | ||
Recovery of income taxes during phase out | 0 | 599 | ||
Earnings (loss) from discontinued operations, net of taxes | (834) | |||
Loss from discontinued operations attributable to non-controlling interests | 0 | 264 | ||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to SunOpta Inc | $ 0 | $ (570) |
Product Recall (Narrative) (Det
Product Recall (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Loss Contingency Accrual | $ 12.4 | |
Sunflower Kernel Products [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Loss Contingency Accrual Provision | 7 | $ 40 |
Estimated Insurance Recoveries | 11.1 | |
Insurance Recoveries | 35.3 | |
Insurance Policy Coverage | 47 | |
Loss Contingency Accrual Payments | $ 34.6 |
Derivative Financial Instrume44
Derivative Financial Instruments and Fair Value Measurements (Schedule of Fair Value Measurements) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jul. 01, 2017 | Dec. 31, 2016 | Oct. 01, 2016 | Jul. 02, 2016 | Jan. 02, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Contingent Consideration | $ (11,236) | $ (11,153) | $ (15,279) | $ (15,175) | $ (15,051) | $ (21,010) |
Fair Value, Measurements, Recurring [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Inventories Carried At Market | 3,179 | 8,231 | ||||
Contingent Consideration | (11,236) | (15,279) | ||||
Embedded Derivative | 2,690 | 2,944 | ||||
Fair Value, Measurements, Recurring [Member] | Foreign Exchange Forward [Member] | Not Designated as Hedging Instrument [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Asset Notional Amount | (1,237) | 1,345 | ||||
Fair Value, Measurements, Recurring [Member] | Foreign Exchange Forward [Member] | Designated as Hedging Instrument [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash Flow Hedge Derivative Instrument Assets At Fair Value | 368 | |||||
Fair Value, Measurements, Recurring [Member] | Short [Member] | Future And Forward Contracts [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Unrealized Derivative Asset | 376 | 787 | ||||
Unrealized Derivative Liability | (242) | (916) | ||||
Fair Value, Measurements, Recurring [Member] | Long [Member] | Future And Forward Contracts [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Unrealized Derivative Asset | 0 | 0 | ||||
Unrealized Derivative Liability | (2) | (8) | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Inventories Carried At Market | 0 | 0 | ||||
Contingent Consideration | 0 | 0 | ||||
Embedded Derivative | 0 | 0 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Foreign Exchange Forward [Member] | Not Designated as Hedging Instrument [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Asset Notional Amount | 0 | 0 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Foreign Exchange Forward [Member] | Designated as Hedging Instrument [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash Flow Hedge Derivative Instrument Assets At Fair Value | 0 | |||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Short [Member] | Future And Forward Contracts [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Unrealized Derivative Asset | 54 | 43 | ||||
Unrealized Derivative Liability | 0 | 0 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Long [Member] | Future And Forward Contracts [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Unrealized Derivative Asset | 0 | 0 | ||||
Unrealized Derivative Liability | 0 | 0 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Inventories Carried At Market | 3,179 | 8,231 | ||||
Contingent Consideration | 0 | 0 | ||||
Embedded Derivative | 0 | 0 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Foreign Exchange Forward [Member] | Not Designated as Hedging Instrument [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Asset Notional Amount | (1,237) | 1,345 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Foreign Exchange Forward [Member] | Designated as Hedging Instrument [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash Flow Hedge Derivative Instrument Assets At Fair Value | 368 | |||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Short [Member] | Future And Forward Contracts [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Unrealized Derivative Asset | 322 | 744 | ||||
Unrealized Derivative Liability | (242) | (916) | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Long [Member] | Future And Forward Contracts [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Unrealized Derivative Asset | 0 | 0 | ||||
Unrealized Derivative Liability | (2) | (8) | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Inventories Carried At Market | 0 | 0 | ||||
Contingent Consideration | (11,236) | (15,279) | ||||
Embedded Derivative | 2,690 | 2,944 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Foreign Exchange Forward [Member] | Not Designated as Hedging Instrument [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Asset Notional Amount | 0 | 0 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Foreign Exchange Forward [Member] | Designated as Hedging Instrument [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash Flow Hedge Derivative Instrument Assets At Fair Value | 0 | |||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Short [Member] | Future And Forward Contracts [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Unrealized Derivative Asset | 0 | 0 | ||||
Unrealized Derivative Liability | 0 | 0 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Long [Member] | Future And Forward Contracts [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Unrealized Derivative Asset | 0 | 0 | ||||
Unrealized Derivative Liability | $ 0 | $ 0 |
Derivative Financial Instrume45
Derivative Financial Instruments and Fair Value Measurements (Notional Amounts) (Details) bu in Thousands | Sep. 30, 2017bubulots |
Corn [Member] | |
Derivative [Line Items] | |
Inventories Carried At Market Unit | 228,722 |
Soybean [Member] | |
Derivative [Line Items] | |
Inventories Carried At Market Unit | 183,325 |
Not Designated as Hedging Instrument [Member] | Future And Forward Contracts [Member] | Cocoa [Member] | |
Derivative [Line Items] | |
Derivative, Nonmonetary Notional Amount | lots | 235 |
Not Designated as Hedging Instrument [Member] | Future And Forward Contracts [Member] | Coffee [Member] | |
Derivative [Line Items] | |
Derivative, Nonmonetary Notional Amount | lots | 4 |
Not Designated as Hedging Instrument [Member] | Future And Forward Purchase Contracts [Member] | Corn [Member] | |
Derivative [Line Items] | |
Derivative, Nonmonetary Notional Amount | (120) |
Not Designated as Hedging Instrument [Member] | Future And Forward Purchase Contracts [Member] | Soybean [Member] | |
Derivative [Line Items] | |
Derivative, Nonmonetary Notional Amount | 44 |
Not Designated as Hedging Instrument [Member] | Future And Forward Sale Contracts [Member] | Corn [Member] | |
Derivative [Line Items] | |
Derivative, Nonmonetary Notional Amount | (493) |
Not Designated as Hedging Instrument [Member] | Future And Forward Sale Contracts [Member] | Soybean [Member] | |
Derivative [Line Items] | |
Derivative, Nonmonetary Notional Amount | (676) |
Not Designated as Hedging Instrument [Member] | Future [Member] | Corn [Member] | |
Derivative [Line Items] | |
Derivative, Nonmonetary Notional Amount | 365 |
Not Designated as Hedging Instrument [Member] | Future [Member] | Soybean [Member] | |
Derivative [Line Items] | |
Derivative, Nonmonetary Notional Amount | 495 |
Derivative Financial Instrume46
Derivative Financial Instruments and Fair Value Measurements (Foreign Forward Currency Contracts Narrative) (Details) $ in Thousands, € in Millions, £ in Millions, MXN in Millions | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2017USD ($) | Jul. 01, 2017USD ($) | Oct. 01, 2016USD ($) | Sep. 30, 2017USD ($) | Oct. 01, 2016USD ($) | Sep. 30, 2017EUR (€) | Sep. 30, 2017GBP (£) | Sep. 30, 2017USD ($) | Sep. 30, 2017MXN | |
Derivative [Line Items] | |||||||||
Unrealized loss (gain) on derivative instrument | $ (754) | $ 749 | $ 475 | $ 1,264 | |||||
Fair Value, Measurements, Recurring [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative Instruments, Gain (Loss) Recognized in Income, Net | (100) | 700 | 300 | 1,300 | |||||
Not Designated as Hedging Instrument [Member] | Fair Value, Measurements, Recurring [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative Instruments, Gain (Loss) Recognized in Income, Net | 300 | $ (300) | (2,600) | $ (500) | |||||
Not Designated as Hedging Instrument [Member] | Fair Value, Measurements, Recurring [Member] | EUR | |||||||||
Derivative [Line Items] | |||||||||
Derivative, Notional Amount | € 28.4 | $ 32,500 | |||||||
Not Designated as Hedging Instrument [Member] | Fair Value, Measurements, Recurring [Member] | GBP | |||||||||
Derivative [Line Items] | |||||||||
Derivative, Notional Amount | € 0.9 | £ 0.8 | |||||||
Designated as Hedging Instrument [Member] | Fair Value, Measurements, Recurring [Member] | |||||||||
Derivative [Line Items] | |||||||||
Unrealized loss (gain) on derivative instrument | (200) | (2,300) | |||||||
Designated as Hedging Instrument [Member] | Fair Value, Measurements, Recurring [Member] | USD | |||||||||
Derivative [Line Items] | |||||||||
Derivative, Notional Amount | 2,400 | MXN 51.8 | |||||||
Designated as Hedging Instrument [Member] | Fair Value, Measurements, Recurring [Member] | MXN | |||||||||
Derivative [Line Items] | |||||||||
Derivative, Notional Amount | 2,500 | MXN 46 | |||||||
Designated as Hedging Instrument [Member] | Fair Value, Measurements, Recurring [Member] | Reclassification Out Of Accumulated Other Comprehensive Income Member | |||||||||
Derivative [Line Items] | |||||||||
Foreign Currency Cash Flow Hedge Gain Loss Reclassified To Earnings Net | $ 200 | $ 1,000 | |||||||
Gain Loss On Components Excluded From Assessment Of Foreign Currency Cash Flow Hedge Effectiveness | $ 900 | ||||||||
Foreign Currency Cash Flow Hedge Gain Loss To Be Reclassified During Next 12 Months | $ 400 |
Derivative Financial Instrume47
Derivative Financial Instruments and Fair Value Measurements (Contingent Consideration Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Business Acquisition Contingent Consideration [Rollforward] | ||||
Beginning Balance - Contingent Consideration | $ (11,153) | $ (15,051) | $ (15,279) | $ (21,010) |
Business Combination, Consideration Transferred, Liabilities Incurred | 0 | 0 | 0 | 0 |
Payments For Proceeds From Previous Acquisition | 0 | 0 | 4,330 | 4,554 |
Fair Value of Contingent Consideration | (83) | (124) | (287) | 1,281 |
Ending Balance - Contingent Consideration | $ (11,236) | $ (15,175) | $ (11,236) | (15,175) |
Niagara Natural [Member] | ||||
Business Acquisition Contingent Consideration [Rollforward] | ||||
Fair Value of Contingent Consideration | $ 1,700 |
Derivative Financial Instrume48
Derivative Financial Instruments and Fair Value Measurements (Embedded Derivative Narrative) (Details) - Enchi Corporation Member [Member] - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | Aug. 29, 2014 | Aug. 05, 2011 |
Derivative [Line Items] | ||||
Investment Owned At Cost | $ 0.9 | $ 0.5 | ||
Investment Embedded Accelerated Payment Option | $ 5.1 | |||
Embedded Derivative, Fair Value of Embedded Derivative, Net | $ 2.7 | $ 2.9 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials and work-in-process | $ 271,645 | $ 266,072 |
Finished goods | 102,039 | 101,585 |
Company-owned grain | 7,675 | 15,027 |
Inventory reserves | (10,760) | (14,202) |
Total Inventory, Net | $ 370,599 | $ 368,482 |
Bank Indebtedness and Long-Te50
Bank Indebtedness and Long-Term Debt (Bank Indebtedness Table) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Amount Outstanding | $ 259,008 | $ 201,494 |
Global Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Amount Outstanding | 256,444 | 199,281 |
Bulgarian Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Amount Outstanding | $ 2,564 | $ 2,213 |
Bank Indebtedness and Long-Te51
Bank Indebtedness and Long-Term Debt (Long Term Debt Table) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Senior Secured Second Lien Notes | $ 222,781 | $ 222,163 |
Capital Lease Obligations | 6,184 | 7,454 |
Other Long-term Debt | 1,841 | 1,470 |
Total Long-term and Current Term Debt | 230,806 | 231,087 |
Current portion of long-term debt | 2,045 | 2,079 |
Long-term Debt, Excluding Current Maturities, Total | 228,761 | 229,008 |
Unamortized Debt Issuance Expense | $ 8,217 | $ 8,835 |
Bank Indebtedness and Long-Te52
Bank Indebtedness and Long-Term Debt (Narrative) (Details) $ in Thousands, € in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017USD ($) | Oct. 01, 2016USD ($) | Sep. 30, 2017USD ($) | Oct. 01, 2016USD ($) | Sep. 30, 2017EUR (€) | Sep. 30, 2017USD ($) | |
Debt Instrument [Line Items] | ||||||
Repayment of Line of Credit Facilities | $ 0 | $ 0 | $ 0 | $ 192,677 | ||
Global Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Initiation Date | Feb. 11, 2016 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 350,000 | |||||
Line Of Credit Facility Increase Decrease In Maximum Borrowing Capacity | $ 100,000 | |||||
Line of Credit Facility, Description | On February 11, 2016, the Company entered into a five-year credit agreement for a senior secured asset-based revolving credit facility with a syndicate of banks in the maximum aggregate principal amount of $350.0 million, subject to borrowing base capacity (the “Global Credit Facility”). The Global Credit Facility is used to support the working capital and general corporate needs of the Company’s global operations, in addition to funding future strategic initiatives. The Global Credit Facility also includes borrowing capacity available for letters of credit and provides for borrowings on same-day notice, including in the form of swingline loans. Subject to customary borrowing conditions and the agreement of any such lenders to provide such increased commitments, the Company may request to increase the total lending commitments under the Global Credit Facility to a maximum aggregate principal amount not to exceed $450.0 million. Outstanding principal amounts under the Global Credit Facility are repayable in full on the maturity date of February 10, 2021. Individual borrowings under the Global Credit Facility have terms of six months or less and bear interest based on various reference rates, including prime rate and LIBOR plus an applicable margin. The applicable margin in the Global Credit Facility ranges from 1.25% to 1.75% for loans bearing interest based on LIBOR and from 0.25% to 0.75% for loans bearing interest based on the prime rate and, in each case, is set quarterly based on average borrowing availability for the preceding fiscal quarter. As at September 30, 2017, the weighted-average interest rate on the facilities was 3.10%. On September 19, 2017 (the “Effective Date”), the Company entered into an amendment to the Global Credit Facility to add an additional U.S. asset-based credit subfacility of an aggregate principal amount of $15.0 million (the “New U.S. Subfacility”). The New U.S. Subfacility was fully drawn on the Effective Date. Amortization payments on the aggregate principal amount of the New U.S. Subfacility are equal to $2.5 million payable at the end of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2019. Optional prepayment of borrowings under the New U.S. Subfacility are not permitted until the first anniversary of the Effective Date and are subject to certain availability conditions. Borrowings repaid under the New U.S. Subfacility may not be borrowed again. Borrowings under the New U.S. Subfacility bear interest at a margin over various reference rates. The applicable margin for the New U.S. Subfacility will be set quarterly based on average borrowing availability for the preceding fiscal quarter and will range from 2.00% to 2.50% with respect to base rate and prime rate borrowings and from 3.00% to 3.50% for eurocurrency rate and bankers’ acceptance rate borrowings. The initial margin for the New U.S. Subfacility is 2.50% with respect to base rate and prime rate borrowings and 3.50% with respect to eurocurrency rate borrowings. Obligations under the Global Credit Facility are guaranteed by substantially all of the Company’s subsidiaries and, subject to certain exceptions, such obligations are secured by first priority liens on substantially all of the assets of the Company. The Global Credit Facility contains a number of covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to create liens on assets; sell assets and enter into sale and leaseback transactions; pay dividends, prepay junior lien and unsecured indebtedness and make other restricted payments; incur additional indebtedness and make guarantees; make investments, loans or advances, including acquisitions; and engage in mergers or consolidations. | |||||
Line of Credit Facility, Expiration Date | Feb. 10, 2021 | |||||
Debt, Weighted Average Interest Rate | 3.10% | 3.10% | ||||
New US Subfacility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line Of Credit Facility, Amendment Date | Sep. 19, 2017 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 15,000 | |||||
Line of Credit Facility, Description | On September 19, 2017 (the “Effective Date”), the Company entered into an amendment to the Global Credit Facility to add an additional U.S. asset-based credit subfacility of an aggregate principal amount of $15.0 million (the “New U.S. Subfacility”). The New U.S. Subfacility was fully drawn on the Effective Date. Amortization payments on the aggregate principal amount of the New U.S. Subfacility are equal to $2.5 million payable at the end of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2019. Optional prepayment of borrowings under the New U.S. Subfacility are not permitted until the first anniversary of the Effective Date and are subject to certain availability conditions. Borrowings repaid under the New U.S. Subfacility may not be borrowed again. Borrowings under the New U.S. Subfacility bear interest at a margin over various reference rates. The applicable margin for the New U.S. Subfacility will be set quarterly based on average borrowing availability for the preceding fiscal quarter and will range from 2.00% to 2.50% with respect to base rate and prime rate borrowings and from 3.00% to 3.50% for eurocurrency rate and bankers’ acceptance rate borrowings. The initial margin for the New U.S. Subfacility is 2.50% with respect to base rate and prime rate borrowings and 3.50% with respect to eurocurrency rate borrowings. | |||||
Line of Credit Facility, Date of First Required Payment | Mar. 31, 2019 | |||||
Line Of Credit Facility Periodic Payment Principal | $ 2,500 | |||||
Line Of Credit Facility Frequency Of Payments | Amortization payments on the aggregate principal amount of the New U.S. Subfacility are equal to $2.5 million payable at the end of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2019. | |||||
Bulgarian Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Initiation Date | May 22, 2013 | |||||
Line Of Credit Facility, Amendment Date | Jun. 28, 2017 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | € | € 4.5 | |||||
Line of Credit Facility, Description | On June 28, 2017, a subsidiary of The Organic Corporation B.V. (“TOC”), a wholly-owned subsidiary of the Company, extended its revolving credit facility agreement dated May 22, 2013, to provide up to €4.5 million 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, 2018. As at September 30, 2017, the weighted-average interest rate on the Bulgarian credit facility was 2.75%. | |||||
Line of Credit Facility, Expiration Date | Apr. 30, 2018 | |||||
Debt, Weighted Average Interest Rate | 2.75% | 2.75% | ||||
Senior Secured Second Lien Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of Line of Credit Facilities | $ 7,500 | |||||
Debt Instrument Description | On October 20, 2016, SunOpta Foods issued $231.0 million of 9.5% Senior Secured Second Lien Notes due 2022 (the “Notes”). The Company incurred $9.3 million of debt issuance costs related to the Notes, which were recorded as a reduction against the principal amount of the Notes and are being amortized over the six-year term of the Notes. Interest on the Notes is payable semi-annually in arrears on April 15 and October 15 at a rate of 9.5% per annum, commencing on April 15, 2017. The Notes will mature on October 9, 2022. Giving effect to the amortization of debt issuance costs, the effective interest rate on the Notes is approximately 10.4% per annum. | |||||
Debt Instrument, Issuance Date | Oct. 20, 2016 | |||||
Debt Instrument, Face Amount | $ 231,000 | |||||
Debt Instrument, Frequency of Periodic Payment | Interest on the Notes is payable semi-annually in arrears on April 15 and October 15 at a rate of 9.5% per annum, commencing on April 15, 2017. | |||||
Debt Instrument, Maturity Date | Oct. 9, 2022 | |||||
Debt Instrument Redemption Description | Prior to October 9, 2018, SunOpta Foods may redeem some or all of the Notes at any time and from time to time at a “make-whole” redemption price set forth in the indenture governing the Notes. On or after October 9, 2018, SunOpta Foods may redeem the Notes, in whole or in part, at any time at the redemption prices equal to 107.125% through October 8, 2019, 104.750% from October 9, 2019 through October 8, 2020, 102.375% from October 9, 2020 through October 8, 2021 and at par thereafter, plus accrued and unpaid interest, if any, to but excluding the date of redemption. In addition, prior to October 9, 2018, SunOpta Foods may, on one or more occasions, redeem up to 35% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings at a redemption price equal to 109.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the date of redemption. At any time prior to October 9, 2018, SunOpta Foods may also redeem, during each twelve-month period beginning on October 20, 2016, up to 10% of the aggregate principal amount of the Notes at a price equal to 103.000% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to but excluding the date of redemption. In the event of a change of control, SunOpta Foods will be required to make an offer to repurchase the Notes at 101.000% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. The Notes are secured by second-priority liens on substantially all of the assets that secure the credit facilities provided under the Global Credit Facility, subject to certain exceptions and permitted liens. The Notes are senior secured obligations and rank equally in right of payment with SunOpta Foods’ existing and future senior debt and senior in right of payment to any future subordinated debt. The Notes are effectively subordinated to debt under the Global Credit Facility and any future indebtedness secured on a first priority basis. The Notes are initially guaranteed on a senior secured second-priority basis by the Company and each of its subsidiaries (other than SunOpta Foods) that guarantees indebtedness under the Global Credit Facility, subject to certain exceptions. The Notes are subject to covenants that, among other things, limit the Company’s ability to (i) incur additional debt or issue preferred stock; (ii) pay dividends and make certain types of investments and other restricted payments; (iii) create liens; (iv) enter into transactions with affiliates; (v) sell assets; and (vi) create restrictions on the ability of restricted subsidiaries to pay dividends, make loans or advances or transfer assets to the Company, SunOpta Foods or any guarantor of the Notes. The indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the indenture, certain payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing, the trustee or holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued and unpaid interest on, if any, all the Notes to be due and payable. On October 19, 2017, the Company repaid $7.5 million principal amount of the Notes at 103.000%. | |||||
Debt Instrument Interest Rate Effective Percentage | 10.40% | 10.40% | ||||
Debt Instrument Gross Issuance Expense | $ 9,300 |
Preferred Shares (Narrative) (D
Preferred Shares (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Temporary Equity [Line Items] | ||||
Dividends | $ 0 | $ 0 | $ (1,700) | $ 0 |
Series A Preferred Stock [Member] | Oaktree Organics, L.P. and Oaktree Huntington Investment Fund II, L.P. | ||||
Temporary Equity [Line Items] | ||||
Preferred Stock Shares Issued | 85,000 | 85,000 | ||
Preferred Stock Value | $ 85,000 | $ 85,000 | ||
Preferred Stock Issuance Costs | 6,000 | $ 6,000 | ||
Preferred Stock Redemption Terms | At any time on or after the fifth anniversary of the Closing Date, SunOpta Foods may redeem all of the Preferred Stock for an amount, per share of Preferred Stock, equal to the value of the liquidation preference at such time. The carrying value of the Preferred Stock is being accreted to the redemption amount of $85.0 million through charges to retained earnings over the period preceding the fifth anniversary of the Closing Date, which accretion amounted to $0.3 million and $0.7 million for the quarter and three quarters ended September 30, 2017, respectively. | |||
Preferred Stock Accretion To Redemption Value2 | $ 300 | $ 700 | ||
Preferred Stock Dividend Preference Or Restrictions | In connection with the Subscription Agreement, the Company agreed to, among other things (i) ensure SunOpta Foods has sufficient funds to pay its obligations under the terms of the Preferred Stock and (ii) grant each holder of Preferred Stock (the “Holder”) the right to exchange the Preferred Stock for shares of common stock of the Company (the “Common Shares”). The Preferred Stock is non-participating with the Common Shares in dividends and undistributed earnings of the Company. | |||
Preferred Stock Liquidation Preference | $ 1,000 | $ 1,000 | ||
Preferred Stock Dividend Payment Terms | Cumulative preferred dividends accrue daily on the Preferred Stock at an annualized rate of 8.0% prior to October 5, 2025 and 12.5% thereafter, in each case of the liquidation preference (subject to an increase of 1.0% per quarter, up to a maximum rate of 5.0% per quarter on the occurrence of certain events of non-compliance). Prior to October 5, 2025, SunOpta Foods may pay dividends in cash or elect, in lieu of paying cash, to add the amount that would have been paid to the liquidation preference. After October 4, 2025, the failure to pay dividends in cash will be an event of non-compliance. The Preferred Stock ranks senior to the shares of common stock of SunOpta Foods with respect to dividend rights and rights on the distribution of assets on any liquidation, winding up or dissolution of the Company or SunOpta Foods. | |||
Convertible Preferred Stock Terms Of Conversion | At any time, the Holders may exchange their shares of Preferred Stock, in whole or in part, into the number of Common Shares equal to, per share of Preferred Stock, the quotient of the liquidation preference divided by $7.50 (such price, the “Exchange Price” and such quotient, the “Exchange Rate”). As at September 30, 2017, the aggregate shares of Preferred Stock outstanding were exchangeable into 11,333,333 Common Shares. The Exchange Price is subject to certain anti-dilution adjustments, including a weighted-average adjustment for issuances of Common Shares below the Exchange Price, provided that the Exchange Price may not be lower than $7.00 (subject to adjustment in certain circumstances). | |||
Convertible Preferred Stock Settlement Terms | SunOpta Foods may cause the Holders to exchange all of the Preferred Stock into a number of Common Shares based on the applicable Exchange Price if (i) fewer than 10% of the shares of Preferred Stock issued on the Closing Date remain outstanding or (ii) on or after the third anniversary of the Closing Date, the average volume-weighted average price of the Common Shares during the then preceding 20 trading day period is greater than 200% of the Exchange Price. Prior to the receipt of applicable approval by the holders of Common Shares, shares of Preferred Stock were not exchangeable into more than 19.99% of the number of Common Shares outstanding immediately after giving effect to such exchange (the “Beneficial Ownership Exchange Cap”). On May 24, 2017, the holders of Common Shares approved the removal of the Beneficial Ownership Exchange Cap. | |||
Preferred Stock Voting Rights | In connection with the Subscription Agreement, the Company issued Special Shares, Series 1 (the “Special Voting Shares”) to the Investors, which entitle the Investors to one vote per Special Voting Share on all matters submitted to a vote of the holders of Common Shares, together as a single class, subject to certain exceptions. Additional Special Voting Shares will be issued, or existing Special Voting Shares will be redeemed, as necessary to ensure that the aggregate number of Special Voting Shares outstanding is equal to the number of shares of Preferred Stock outstanding from time to time multiplied by the Exchange Rate in effect at such time. As at September 30, 2017, 11,333,333 Special Voting Shares were issued and outstanding, which represented an approximate 11.6% voting interest in the Company. The Special Voting Shares are not transferable and the voting rights associated with the Special Voting Shares will terminate upon the transfer of the Preferred Stock to a third party, other than a controlled affiliate of the Investors. The Investors are entitled to designate up to two nominees for election to the Board of Directors of the Company (the “Board”) and have the right to designate one individual to attend meetings of the Board as a non-voting observer, subject to the Investors maintaining certain levels of beneficial ownership of Common Shares on an as-exchanged basis. | |||
Preferred Stock Participation Rights | For so long as the Investors beneficially own or control at least 50% of the Preferred Stock issued on the Closing Date, including any corresponding Common Shares into which such Preferred Stock are exchanged, the Investors will be entitled to (i) participation rights with respect to future equity offerings of the Company; and (ii) governance rights, including the right to approve certain actions proposed to be taken by the Company and its subsidiaries. |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
CEO Plan [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Share Based Awards Other Than Options | $ | $ 1.6 |
Restricted Stock Units RSU [Member] | Stock Incentive Plan [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 702,504 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 9.26 |
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Share Based Awards Other Than Options | $ | $ 6.5 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years 8 months 12 days |
Common Share Entitlement Per Vested Unit | shares | 1 |
Restricted Stock Units RSU [Member] | CEO Plan [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 100,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 7 |
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Share Based Awards Other Than Options | $ | $ 0.7 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years |
Disclosure Of Share Based Compensation Arrangements By Share Based Payment Award TextBlock | Mr. Colo was granted 100,000 RSUs, of which 50,000 were contingent on Mr. Colo purchasing Common Shares with an aggregate value of $1.0 million in the open market. |
Common Share Entitlement Per Vested Unit | shares | 1 |
Special Performance Units [Member] | CEO Plan [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 277,780 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.79 |
Share-based Compensation Arrangement by Share-based Payment Award, Method of Measuring Cost of Award | Monte Carlo |
Common Share Entitlement Per Vested Unit | shares | 1 |
Special Performance Units [Member] | CEO Plan [Member] | First One-Third of Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Stock Price for Vesting | $ 11 |
Special Performance Units [Member] | CEO Plan [Member] | Second One-Third of Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Stock Price for Vesting | 14 |
Special Performance Units [Member] | CEO Plan [Member] | Third One-Third of Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Stock Price for Vesting | 18 |
Special Stock Options [Member] | Stock Incentive Plan [Member] | First One-Third of Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Stock Price for Vesting | 11 |
Special Stock Options [Member] | Stock Incentive Plan [Member] | Second One-Third of Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Stock Price for Vesting | 14 |
Special Stock Options [Member] | Stock Incentive Plan [Member] | Third One-Third of Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Stock Price for Vesting | $ 18 |
Special Stock Options [Member] | CEO Plan [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 473,940 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.84 |
Special Stock Options [Member] | CEO Plan [Member] | First One-Third of Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Stock Price for Vesting | 11 |
Special Stock Options [Member] | CEO Plan [Member] | Second One-Third of Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Stock Price for Vesting | 14 |
Special Stock Options [Member] | CEO Plan [Member] | Third One-Third of Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Stock Price for Vesting | $ 18 |
Performance Shares [Member] | Stock Incentive Plan [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 1,440,737 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 5.85 |
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Share Based Awards Other Than Options | $ | $ 8.4 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years |
Options [Member] | Stock Incentive Plan [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 872,285 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 4.22 |
Share-based Compensation Arrangement by Share-based Payment Award, Method of Measuring Cost of Award | Black-Scholes |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years |
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Stock Options | $ | $ 3.7 |
Stock-Based Compensation (Tab55
Stock-Based Compensation (Table) (Details) | 9 Months Ended |
Sep. 30, 2017$ / shares | |
Stock Incentive Plan [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share Price | $ 9.41 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years 6 months |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 9.41 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 42.30% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.00% |
Restricted Stock Units RSU [Member] | Stock Incentive Plan [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 9.26 |
Restricted Stock Units RSU [Member] | CEO Plan [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | 7 |
Special Performance Units [Member] | CEO Plan [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share Price | $ 7 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 42.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.50% |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.79 |
Special Stock Options [Member] | CEO Plan [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share Price | $ 7 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years 6 months |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 7 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 42.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.20% |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.84 |
Performance Shares [Member] | Stock Incentive Plan [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share Price | $ 9.47 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 42.30% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.50% |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 5.85 |
Options [Member] | Stock Incentive Plan [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 4.22 |
Accumulated Other Comprehensi56
Accumulated Other Comprehensive Loss (Table) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accumulated Other Comprehensive Loss [Abstract] | ||
Currency translation adjustment | $ (8,185) | $ (13,104) |
Accumulated Other Comprehensive Income Loss Cumulative Changes In Net Gain Loss From Cash Flow Hedges Effect Net Of Tax | 257 | 0 |
Accumulated other comprehensive income | $ (7,928) | $ (13,104) |
Other Expense (Income), Net (57
Other Expense (Income), Net (Table) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Other Income And Expenses [Abstract] | ||||
Litigation Settlement Expense | $ (1,024) | $ 0 | $ (1,024) | $ 9,000 |
Employee severance costs | 2,052 | 138 | 4,227 | 1,153 |
Product Withdrawal and recall costs | 134 | 0 | 413 | 1,697 |
Impairment of long-lived assets | 4,467 | 10,300 | 8,190 | 12,035 |
Fair Value of Contingent Consideration | 83 | 124 | 287 | (1,281) |
Other | 260 | (250) | (71) | 119 |
Total Other Expense, net | $ 5,972 | $ 10,312 | $ 12,022 | $ 22,723 |
Other Expense (Income), Net (Na
Other Expense (Income), Net (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Apr. 01, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Product Withdrawal and recall costs | $ 134 | $ 0 | $ 413 | $ 1,697 | |
Litigation Settlement Expense | (1,024) | 0 | (1,024) | 9,000 | |
Impairment of long-lived assets | 4,467 | 10,300 | 8,190 | 12,035 | |
Business Combination Contingent Consideration Arrangements Change In Amount Of Contingent Consideration Liability 1 | $ (83) | (124) | (287) | 1,281 | |
Niagara Natural [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Business Combination Contingent Consideration Arrangements Change In Amount Of Contingent Consideration Liability 1 | 1,700 | ||||
Private Label orange juice product withdrawal [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Product Withdrawal and recall costs | 1,100 | ||||
Sunflower Kernel Products [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Product Withdrawal and recall costs | $ 600 | ||||
San Bernardino Asset Impairment [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Impairment of long-lived assets | $ 3,723 | $ 10,300 | $ 3,200 | ||
Flexible Resealable Pouch [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss Contingency Settlement Agreement Terms | In the second quarter of 2016, the Company recorded a charge of $9.0 million related to the settlement of a product recall dispute with a customer involving certain flexible resealable pouch products manufactured by the Company in 2013. The settlement amount included up to $4.0 million in rebates payable to the customer over a four-year period. In connection with the exit from the flexible resealable pouch product lines and operations, the Company agreed to an upfront cash settlement of the remaining rebate obligation, resulting in a recovery of $1.0 million recognized in the third quarter of 2017. |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,518,129 | 1,873,871 | 2,488,826 | 2,453,271 |
Dilutive Securities, Effect on Basic Earnings Per Share, Including Options and Restrictive Stock Units | 0 | 0 | 0 | 0 |
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 917,702 | 31,582 | 850,013 | 20,534 |
Earnings Per Share (Table) (Det
Earnings Per Share (Table) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Earnings Per Share Abstract | ||||
Income (Loss) from Continuing Operations Attributable to Parent | $ (6,027) | $ (3,355) | $ (17,833) | $ (17,142) |
Dividends and accretion on Series A Preferred Stock | (1,954) | 0 | (5,848) | 0 |
Earning (loss) from continuing operations available to common shareholders | (7,981) | (3,355) | (23,681) | (17,142) |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to SunOpta Inc | 0 | 0 | 0 | (570) |
Earnings (loss) available to common shareholders | $ (7,981) | $ (3,355) | $ (23,681) | $ (17,712) |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Weighted Average Number of Shares Outstanding, Basic | 86,541,000 | 85,619,000 | 86,232,000 | 85,529,000 |
Dilutive Securities, Effect on Basic Earnings Per Share, Including Options and Restrictive Stock Units | 0 | 0 | 0 | 0 |
Weighted Average Number of Shares Outstanding, Diluted | 86,541,000 | 85,619,000 | 86,232,000 | 85,529,000 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,518,129 | 1,873,871 | 2,488,826 | 2,453,271 |
Earnings (loss) per share - basic | ||||
from continuing operations basic | $ (0.09) | $ (0.04) | $ (0.27) | $ (0.2) |
from discontinued operations basic | 0 | 0 | 0 | (0.01) |
Earnings Per Share Total | (0.09) | (0.04) | (0.27) | (0.21) |
Earnings (loss) per share - diluted | ||||
from continuing operations diluted | (0.09) | (0.04) | (0.27) | (0.2) |
from discontinued operations diluted | 0 | 0 | 0 | (0.01) |
Earnings Per Share Diluted Total | $ (0.09) | $ (0.04) | $ (0.27) | $ (0.21) |
Options Held [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive Securities, Effect on Basic Earnings Per Share, Including Options and Restrictive Stock Units | 0 | 0 | 0 | 0 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 917,702 | 31,582 | 850,013 | 20,534 |
Series A Preferred Stock [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive Securities, Effect on Basic Earnings Per Share, Including Options and Restrictive Stock Units | 0 | 0 | 0 | 0 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,333,333 | 11,333,333 |
Supplemental Cash Flow Inform61
Supplemental Cash Flow Information (Cash Flows) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Supplemental Cash Flow Elements [Abstract] | ||||
Accounts receivable | $ 5,113 | $ (22,302) | $ 12,754 | $ (56,049) |
Inventories | 15,100 | 5,150 | 9,187 | (34,760) |
Income tax recoverable/payable | (552) | 9,423 | (5,351) | 14,807 |
Prepaid expenses and other current assets | (6,695) | (1,985) | (16,241) | (2,591) |
Accounts payable and accrued liabilities | (30,455) | 10,999 | (23,760) | 21,943 |
Customer and other deposits | (517) | (449) | (1,908) | (4,293) |
Net cash flows from operations - continuing operations | $ (18,006) | $ 836 | $ (25,319) | $ (60,943) |
Segmented Information (Table) (
Segmented Information (Table) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Segment revenues from external customers | $ 320,713 | $ 348,732 | $ 987,198 | $ 1,049,192 |
Segment operating income | 9,793 | 15,508 | 33,084 | 31,245 |
Other income (expense), net | (5,972) | (10,312) | (12,022) | (22,723) |
Interest expense, net | (8,371) | (12,178) | (23,820) | (34,748) |
Earnings (loss) from continuing operations before income taxes | (9,382) | (9,269) | (31,218) | (32,770) |
Global Ingredients [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Segment revenues from external customers | 140,533 | 137,174 | 420,247 | 441,694 |
Segment operating income | 5,265 | 7,404 | 18,388 | 24,256 |
Consumer Products [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Segment revenues from external customers | 180,180 | 211,558 | 566,951 | 607,498 |
Segment operating income | 4,528 | 8,104 | 14,696 | 6,989 |
Corporate [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Segment operating income | $ (4,832) | $ (2,287) | $ (28,460) | $ (6,544) |