Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 28, 2020 | May 01, 2020 | |
Entity Registrant Name | SUNOPTA INC. | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Amendment Flag | false | |
Document Period End Date | Mar. 28, 2020 | |
Document Type | 10-Q | |
Entity Common Stock, Shares Outstanding | 89,170,844 | |
Entity Filer Category | Accelerated Filer | |
Current Fiscal Year End Date | --01-02 | |
Entity Central Index Key | 0000351834 | |
Entity File Number | 001-34198 | |
Entity Address, Address Line One | 2233 Argentia Road, Suite 401 | |
Entity Address, City or Town | Mississauga | |
City Area Code | 905 | |
Local Phone Number | 821-9669 | |
Entity Address, State or Province | ON | |
Entity Interactive Data Current | Yes | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | Z4 | |
Entity Address, Postal Zip Code | L5N 2X7 | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Entity Address, Country | CA | |
Entity Incorporation, Date of Incorporation | Nov. 13, 1973 | |
The Nasdaq Stock Market | Common Shares | ||
Trading Symbol | STKL | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common Stock | |
The Toronto Stock Exchange | Common Shares | ||
Trading Symbol | SOY | |
Title of 12(b) Security | Common Shares |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 335,949 | $ 305,275 |
Cost of goods sold | 292,229 | 277,069 |
Gross profit | 43,720 | 28,206 |
Selling, general and administrative expenses | 27,206 | 26,248 |
Intangible asset amortization | 2,721 | 2,742 |
Other income, net | (1,298) | (43,512) |
Foreign exchange loss (gain) | 2,334 | (1,104) |
Earnings before the following | 12,757 | 43,832 |
Interest expense, net | 8,280 | 8,739 |
Earnings before income taxes | 4,477 | 35,093 |
Provision for income taxes | 1,130 | 9,498 |
Net earnings | 3,347 | 25,595 |
Loss attributable to non-controlling interests | (14) | (54) |
Earnings attributable to SunOpta Inc. | 3,361 | 25,649 |
Dividends and accretion on Series A Preferred Stock | (2,025) | (1,995) |
Earnings attributable to common shareholders | $ 1,336 | $ 23,654 |
Earnings per share | ||
Basic (in dollars per share) | $ 0.02 | $ 0.27 |
Diluted (in dollars per share) | $ 0.01 | $ 0.26 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Earnings - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net earnings | $ 3,347 | $ 25,595 |
Currency translation adjustment | (306) | (1,082) |
Comprehensive earnings | 3,041 | 24,513 |
Comprehensive loss attributable to non-controlling interests | (11) | (46) |
Comprehensive earnings attributable to SunOpta Inc. | $ 3,052 | $ 24,559 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
Current assets | ||
Cash and cash equivalents | $ 2,670 | $ 1,498 |
Accounts receivable, net of allowance for credit losses of $2,390 and $1,386, respectively | 149,651 | 121,445 |
Inventories | 272,475 | 323,546 |
Prepaid expenses and other current assets | 35,484 | 35,985 |
Income taxes recoverable | 1,864 | 7,480 |
Total current assets | 462,144 | 489,954 |
Property, plant and equipment | 186,815 | 184,550 |
Operating lease right-of-use assets | 65,246 | 68,433 |
Goodwill | 28,316 | 28,422 |
Intangible assets | 147,285 | 150,009 |
Deferred income taxes | 1,129 | 0 |
Other assets | 3,481 | 1,991 |
Total assets | 894,416 | 923,359 |
Current liabilities | ||
Bank indebtedness | 224,864 | 245,536 |
Accounts payable and accrued liabilities | 122,765 | 133,529 |
Customer and other deposits | 1,632 | 37 |
Income taxes payable | 1,725 | 1,272 |
Other current liabilities | 749 | 802 |
Current portion of long-term debt | 3,300 | 2,987 |
Current portion of operating lease liabilities | 16,579 | 17,215 |
Current portion of long-term liabilities | 2,000 | 4,286 |
Total current liabilities | 373,614 | 405,664 |
Long-term debt | 241,106 | 242,204 |
Operating lease liabilities | 49,350 | 52,020 |
Long-term liabilities | 1,908 | 2,011 |
Deferred income taxes | 10,416 | 9,027 |
Total liabilities | 676,394 | 710,926 |
Series A Preferred Stock | 84,549 | 82,524 |
SunOpta Inc. shareholders' equity | ||
Common shares, no par value, unlimited shares authorized, 88,225,036 shares issued (December 29, 2018 - 88,089,733) | 318,958 | 318,456 |
Additional paid-in capital | 37,813 | 35,767 |
Accumulated deficit | (213,595) | (214,931) |
Accumulated other comprehensive loss | (11,580) | (11,271) |
Stockholders' Equity Attributable to Parent, Total | 131,596 | 128,021 |
Non-controlling interests | 1,877 | 1,888 |
Total equity | 133,473 | 129,909 |
Total equity and liabilities | $ 894,416 | $ 923,359 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parentheticals) - USD ($) $ / shares in Thousands, $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 2,390 | $ 1,386 |
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock Shares Issued | 88,225,036 | 88,089,733 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common shares [Member] | Additional paid-in Capital [Member] | Accumulated deficit [Member] | Accumulated other comprehensive loss [Member] | Non-controlling interests [Member] | Total |
Balance at Dec. 29, 2018 | $ 314,357 | $ 31,796 | $ (206,151) | $ (9,667) | $ 1,504 | $ 131,839 |
Balance (in shares) at Dec. 29, 2018 | 87,423 | |||||
Employee stock purchase plan | $ 148 | 148 | ||||
Employee stock purchase plan (in shares) | 56 | |||||
Stock incentive plan | $ 697 | (534) | 163 | |||
Stock incentive plan (in shares) | 96 | |||||
Withholding taxes on stock-based awards | (83) | (83) | ||||
Stock-based compensation | (163) | (163) | ||||
Dividends on Series A Preferred Stock | (1,700) | (1,700) | ||||
Accretion on Series A Preferred Stock | (295) | (295) | ||||
Net earnings | 25,649 | (54) | 25,595 | |||
Currency translation adjustment | (1,090) | 8 | (1,082) | |||
Balance at Mar. 30, 2019 | $ 315,202 | 31,016 | (182,497) | (10,757) | 1,458 | 154,422 |
Balance (in shares) at Mar. 30, 2019 | 87,575 | |||||
Balance at Dec. 28, 2019 | $ 318,456 | 35,767 | (214,931) | (11,271) | 1,888 | 129,909 |
Balance (in shares) at Dec. 28, 2019 | 88,090 | |||||
Employee stock purchase plan | $ 100 | 100 | ||||
Employee stock purchase plan (in shares) | 47 | |||||
Stock incentive plan | $ 402 | (280) | 122 | |||
Stock incentive plan (in shares) | 88 | |||||
Withholding taxes on stock-based awards | (121) | (121) | ||||
Stock-based compensation | 2,447 | 2,447 | ||||
Dividends on Series A Preferred Stock | (1,700) | (1,700) | ||||
Accretion on Series A Preferred Stock | (325) | (325) | ||||
Net earnings | 3,361 | (14) | 3,347 | |||
Currency translation adjustment | (309) | 3 | (306) | |||
Balance at Mar. 28, 2020 | $ 318,958 | $ 37,813 | $ (213,595) | $ (11,580) | $ 1,877 | $ 133,473 |
Balance (in shares) at Mar. 28, 2020 | 88,225 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Operating activities | ||
Net earnings | $ 3,347 | $ 25,595 |
Items not affecting cash: | ||
Depreciation and amortization | 8,922 | 8,302 |
Amortization of debt issuance costs | 939 | 655 |
Deferred income taxes | 260 | 7,327 |
Stock-based compensation | 2,447 | (163) |
Unrealized loss on derivative contracts | 556 | 112 |
Gain on settlement of contingent consideration obligation | (2,286) | 0 |
Gain on sale of business | 0 | (45,579) |
Other | (90) | (62) |
Changes in non-cash working capital, net of business sold | 20,654 | 4,801 |
Net cash flows from operating activities | 34,749 | 988 |
Investing activities | ||
Purchases of property, plant and equipment | (9,689) | (7,974) |
Net proceeds from sale of business | 64,876 | |
Net cash flows from investing activities | (9,689) | 56,902 |
Financing activities | ||
Decrease under line of credit facilities | (19,754) | (54,661) |
Borrowings under long-term debt | 155 | 1,852 |
Repayment of long-term debt | (597) | (723) |
Payment of cash dividends on Series A Preferred Stock | (1,700) | (1,700) |
Proceeds from the exercise of stock options and employee share purchases | 101 | 228 |
Payment of debt issuance costs | (2,073) | (314) |
Other | (4) | 221 |
Net cash flows from financing activities | (23,872) | (55,097) |
Foreign exchange loss on cash held in a foreign currency | (16) | (58) |
Increase in cash and cash equivalents in the period | 1,172 | 2,735 |
Cash and cash equivalents - beginning of the period | 1,498 | 3,280 |
Cash and cash equivalents - end of the period | $ 2,670 | $ 6,015 |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 28, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 1. Significant Accounting Policies Basis of Presentation These interim consolidated financial statements of SunOpta Inc. (the "Company" or "SunOpta") 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 ended March 28, 2020 are not necessarily indicative of the results that may be expected for the full fiscal year ending January 2, 2021, or for any other period. The interim consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries and have been prepared on a basis consistent with the annual consolidated financial statements for the year ended December 28, 2019. 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 28, 2019. As described in note 13, in the fourth quarter of 2019, the Company changed its segment reporting to reflect changes to its operating structure. All segment information presented in these consolidated financial statements for the quarter ended March 30, 2019 has been restated to reflect the new segment reporting structure. Fiscal Year The fiscal year of the Company consists of a 52- or 5 3-week period ending on the Saturday closest to December 31. Recent Accounting Pronouncements Effective the first quarter of 2020, the Company adopted Accounting Standards Update "ASU" 2016-13, "Measurement of Credit Losses on Financial Instruments," which requires the immediate recognition of expected versus incurred credit losses for most financial assets. The Company adopted ASU 2016-13 under the modified retrospective approach and applied the new guidance to its short-term accounts receivable. The adoption of this new guidance did not result in the recognition of additional allowances for credit losses. The Company closely monitors receivable balances and estimates the allowance for credit losses based on historical collection experience, and account aging analysis and trends. The Company evaluates the adequacy of the allowance each reporting period, considering individual customer account reviews, write-offs recorded in the period, sales forecasts and trends, and current and expected economic conditions. |
Revenue
Revenue | 3 Months Ended |
Mar. 28, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue [Text Block] | 2. Revenue The Company procures, processes and sells organic and non-GMO ingredients, and processes and packages plant-based and fruit-based foods and beverages. The Company's customers include retailers, foodservice operators, branded food companies and food manufacturers. The following table presents a disaggregation of the Company's revenues based on categories used by the Company to evaluate sales performance: Quarter ended March 28, 2020 March 30, 2019 $ $ Global Ingredients Organic and non-GMO ingredients 106,242 105,884 Premium juice 22,110 18,612 Soy and corn (see note 3) — 10,346 Total Global Ingredients 128,352 134,842 Plant-Based Foods and Beverages Beverages and broths 86,770 64,782 Plant-based ingredients 5,912 4,682 Sunflower and roasted snacks 13,560 11,812 Total Plant-Based Foods and Beverages 106,242 81,276 Fruit-Based Foods and Beverages Frozen fruit 75,207 65,192 Fruit-based ingredients 11,892 11,486 Fruit snacks 14,256 12,479 Total Fruit-Based Foods and Beverages 101,355 89,157 Total revenues 335,949 305,275 |
Sale of Soy and Corn Business
Sale of Soy and Corn Business | 3 Months Ended |
Mar. 28, 2020 | |
Sale Of Soy And Corn Business [Abstract] | |
Sale of Soy and Corn Business [Text Block] | 3. Sale of Soy and Corn Business On February 22, 2019, the Company's subsidiary, SunOpta Grains and Foods Inc., completed the sale of its specialty and organic soy and corn business to Pipeline Foods, LLC for $66.5 million, subject to certain post-closing adjustments. The soy and corn business engaged in seed and grain conditioning and corn milling and formed part of the Company's Global Ingredients segment. The business included five facilities located in Hope, Minnesota, Blooming Prairie, Minnesota, Ellendale, Minnesota, Moorhead, Minnesota, and Cresco, Iowa. In the first quarter of 2019, the Company recognized a net gain on sale of the soy and corn business of $45.6 million, which was recognized in other income. For the period ended February 22, 2019, the soy and corn business generated revenues of $10.3 million and reported a loss before income taxes of $0.2 million (excluding management fees charged by Corporate Services). |
Value Creation Plan
Value Creation Plan | 3 Months Ended |
Mar. 28, 2020 | |
Restructuring and Related Activities [Abstract] | |
Value Creation Plan [Text Block] | 4. Value Creation Plan The Value Creation Plan is a broad-based initiative focused on increasing shareholder value through structural investments in people and assets, together with restructuring activities to streamline operations. In the first quarter of 2020, measures taken under the Value Creation Plan included the consolidation of the Company's corporate office functions, the closure of an organic ingredient warehousing facility located in China, and other business development activities. In the first quarter of 2019, actions taken under the Value Creation Plan related to the sale of the soy and corn business, and transition of the Company's Chief Executive Officer ("CEO"). The following table summarizes costs incurred by type under the Value Creation Plan for the quarters ended March 28, 2020 and March 30, 2019: Employee Asset recruitment, impairments retention and and facility termination Professional closure costs costs fees Total $ $ $ $ March 28, 2020 Balance payable, December 28, 2019 (1) 201 4,026 — 4,227 Costs incurred and charged to expense 389 1,055 551 1,995 Cash payments, net (138 ) (1,890 ) (347 ) (2,375 ) Non-cash adjustments (78 ) 460 — 382 Balance payable, March 28, 2020 (1) 374 3,651 204 4,229 March 30, 2019 Balance payable, December 29, 2018 477 436 — 913 Costs incurred and charged to expense 256 1,508 94 1,858 Cash payments, net (381 ) (1,374 ) (94 ) (1,849 ) Non-cash adjustments — 2,102 — 2,102 Balance payable, March 30, 2019 352 2,672 — 3,024 (1) Balance payable was included in accounts payable and accrued liabilities on the consolidated balance sheet. The following table summarizes costs incurred since the inception of the Value Creation Plan in 2016 to March 28, 2020: Employee Asset recruitment, Professional impairments retention and fees and and facility termination temporary closure costs costs labor costs Total $ $ $ $ Costs incurred and charged to expense 35,349 24,024 22,883 82,256 Cash payments, net (10,400 ) (25,387 ) (22,679 ) (58,466 ) Non-cash adjustments (24,575 ) 5,014 — (19,561 ) Balance payable, March 28, 2020 374 3,651 204 4,229 For the quarters ended March 28, 2020 and March 30, 2019, costs incurred and charged to expense were recorded in the consolidated statement of operations as follows: Quarter ended March 28, 2020 March 30, 2019 $ $ Selling, general and administrative expenses (1) 1,036 203 Other expense (2) 959 1,655 1,995 1,858 (1) Professional fees and employee retention, recruitment and relocation costs recorded in selling general and administrative expenses were allocated to Corporate Services. (2) For the quarter ended March 28, 2020, costs recorded in other expense were allocated as follows: Global Ingredients - $0.4 million (March 30, 2019 - $0.0 million); Plant-Based Foods and Beverages - $0.0 million (March 30, 2019 - $0.4 million); Fruit-Based Foods and Beverages - $0.9 million (March 30, 2019 - $0.3 million); and Corporate Services - $(0.4) million (March 30, 2019 - $0.9 million). |
Derivative Financial Instrument
Derivative Financial Instruments and Fair Value Measurements | 3 Months Ended |
Mar. 28, 2020 | |
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |
Derivative Financial Instruments and Fair Value Measurements [Text Block] | 5. 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 March 28, 2020 and December 28, 2019: March 28, 2020 Fair value asset (liability) Level 1 Level 2 Level 3 $ $ $ $ Commodity futures contracts (1) Unrealized short-term derivative liability (272 ) (272 ) — — Forward foreign currency contracts (2) Not designated as hedging instruments 133 — 133 — December 28, 2019 Fair value asset (liability) Level 1 Level 2 Level 3 $ $ $ $ Commodity futures contracts (1) Unrealized short-term derivative asset 284 284 — — Forward foreign currency contracts (2) Not designated as hedging instruments (73 ) — (73 ) — (1) As at March 28, 2020, outstanding contracts comprised exchange-traded commodity futures for cocoa and coffee, which 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 these commodities. These contracts are not designated as hedges for accounting purposes. Exchange-traded futures are fair valued based on unadjusted quotes for identical assets priced in active markets and are classified as level 1. Gains and losses on changes in the fair value of these contracts are included in cost of goods sold on the consolidated statement of operations. For the quarter ended March 28, 2020, the Company recognized a loss of $0.6 million (March 30, 2019 - loss of $0.1 million) related to changes in the fair value of these contracts. On the consolidated balance sheets, unrealized gains and losses on these contracts are included in other current assets and other current liabilities, respectively. As at March 28, 2020, the Company had net open futures contracts to sell 1,520 metric tons ("MT") of cocoa (December 28, 2019 - to sell 3,210 MT) and to purchase 68 MT (December 28, 2019 - to sell 306 MT) of coffee. (2) 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 included in level 2 of the fair value hierarchy, as the inputs used in making the fair value determination are derived from and are corroborated by observable market data. These contracts typically represent economic hedges that are not designated as hedging instruments; however, certain of these contracts may be designated as cash flow hedges for accounting purposes. As at March 28, 2020, the Company had open forward foreign exchange contracts to sell euros to buy U.S. dollars with a notional value of €29.1 million ($32.4 million), to sell British pounds to buy euros with a notional value of £0.6 million (€0.7 million), and to sell Swiss francs to buy U.S. dollars with a notional value of CHF 0.6 million ($0.6 million). As these contracts were not designated as hedging instruments, gains and losses on changes in the fair value of the derivative instruments are included in foreign exchange loss or gain on the consolidated statement of operations. For the quarter ended March 28, 2020, the Company recognized a gain of $0.2 million (March 30, 2019 - gain of $0.6 million) related to changes in the fair value of these contracts. Unrealized gains and losses on these contracts are included in accounts receivable and accounts payable, respectively, on the consolidated balance sheets. |
Inventories
Inventories | 3 Months Ended |
Mar. 28, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories [Text Block] | 6. Inventories March 28, 2020 December 28, 2019 $ $ Raw materials and work-in-process 231,723 259,658 Finished goods 54,560 75,112 Inventory reserves (13,808 ) (11,224 ) 272,475 323,546 |
Bank Indebtedness and Long-Term
Bank Indebtedness and Long-Term Debt | 3 Months Ended |
Mar. 28, 2020 | |
Debt Disclosure [Abstract] | |
Bank Indebtedness and Long-Term Debt [Text Block] | 7. Bank Indebtedness and Long-Term Debt March 28, 2020 December 28, 2019 $ $ Bank Indebtedness Global Credit Facility (1) 223,547 241,666 Bulgarian credit facility (2) 1,317 3,870 224,864 245,536 Long-Term Debt Senior Secured Second Lien Notes, net of unamortized debt issuance costs o f $4,727 (December 28, 2019 - $5,094) (3) 218,771 218,404 Finance lease liabilities 15,762 16,223 Asset-backed term loan 4,215 4,386 Other 5,658 6,178 244,406 245,191 Less: current portion 3,300 2,987 241,106 242,204 (1) 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. On January 28, 2020, the credit agreement was amended to, among other things, extend the maturity date of the Global Credit Facility to March 31, 2022. Individual borrowings under the Global Credit Facility have terms of six months or less and bear interest based on various reference rates plus an applicable margin. The margin ranges from 0.25% to 0.75% with respect to base rate and prime rate borrowings and from 1.25% to 1.75% for eurocurrency rate and bankers' acceptance rate borrowings. In connection with the amendment of the credit agreement on January 28, 2020, the applicable margin rate on any loans under the Global Credit Facility (including the U.S. Subfacility, as described below) is increased by an additional 0.50% while the Company's total leverage ratio exceeds a specific threshold. On September 19, 2017, the Company entered into an amendment to the Global Credit Facility to add a $15.0 million U.S. asset-based credit subfacility (the "U.S. Subfacility"). On October 22, 2018, the Global Credit Facility was further amended to increase the commitment under the U.S. Subfacility to $20.0 million. Commencing on March 31, 2019, quarterly amortization payments on the aggregate principal amount of the U.S. Subfacility are equal to $3.33 million, and these payments may be funded through borrowings under the revolving facilities of the Global Credit Facility. Borrowings repaid under the U.S. Subfacility may not be borrowed again. As at March 28, 2020, $6.7 million remained drawn on the U.S. Subfacility. Borrowings under the U.S. Subfacility bear interest based on various reference rates plus a margin based on average borrowing availability for the preceding fiscal quarter, ranging 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. As at March 28, 2020, the weighted-average interest rate on all borrowings under the Global Credit Facility was 3.07%. 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. The foregoing covenants are subject to certain threshold amounts and exceptions as set forth in the credit agreement. (2) On April 13, 2020, a subsidiary of The Organic Corporation B.V. ("TOC"), a wholly-owned subsidiary of the Company, extended its €6.0 million revolving credit facility agreement until July 31, 2020. Borrowings under this facility used to cover the working capital needs of TOC's Bulgarian operations and are secured by the accounts receivable and inventories of the Bulgarian operations and fully guaranteed by TOC. Interest accrues under the facility based on EURIBOR plus a margin of 2.75. (3) On October 20, 2016, the Company's subsidiary, SunOpta Foods Inc. ("SunOpta Foods"), issued $231.0 million of 9.5% Senior Secured Second Lien Notes due 2022 (the "Notes"). As at March 28, 2020, the outstanding principal amount of the Notes was $223.5 million, reflecting the redemption of $7.5 million principal amount by SunOpta Foods in October 2017. Debt issuance costs are 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. 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. At any time after October 9, 2019, SunOpta Foods may redeem the Notes, in whole or in part, at a redemption price equal to 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. Certain additional redemption rights were applicable prior to October 9, 2019. 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 foregoing covenants are subject to certain threshold amounts and exceptions as set forth in the indenture governing the Notes. In addition, 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. As at March 28, 2020, the estimated fair value of the outstanding Notes was approximately $224 million, based on quoted prices of the most recent over-the-counter transactions (level 2). |
Series A Preferred Stock
Series A Preferred Stock | 3 Months Ended |
Mar. 28, 2020 | |
Temporary Equity [Abstract] | |
Series A Preferred Stock [Text Block] | 8. Series A Preferred Stock On October 7, 2016, the Company and SunOpta Foods entered into a subscription agreement (the "Series A Subscription Agreement") with Oaktree Organics, L.P. and Oaktree Huntington Investment Fund II, L.P. (collectively, "Oaktree"). Pursuant to the Series A Subscription Agreement, SunOpta Foods issued an aggregate of 85,000 shares of Series A Preferred Stock to the Oaktree for consideration in the amount of $85.0 million. In connection with the issuance of the Series A Preferred Stock, the Company incurred direct and incremental expenses of $6.0 million, which reduced the carrying value of the Series A Preferred Stock. The carrying value of the Series A Preferred Stock is being accreted to the redemption amount of $85.0 million through charges to accumulated deficit over the period preceding October 7, 2021. These accretion charges amounted to $0.3 million and $0.3 million for the quarters ended March 28, 2020 and March 30, 2019, respectively. In connection with the Series A 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 Series A Preferred Stock and (ii) grant each holder of Series A Preferred Stock the right to exchange the Series A Preferred Stock for shares of common stock of the Company (the "Common Shares"). The Series A Preferred Stock is non-participating with the Common Shares in dividends and undistributed earnings of the Company. The Series A Preferred Stock had a stated value and initial liquidation preference of $1,000 per share. Cumulative preferred dividends accrue daily on the Series A Preferred Stock at an annualized rate of 8.0% of the liquidation preference prior to October 5, 2025 and 12.5% of the liquidation preference thereafter (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. For quarterly periods prior to the first quarter of 2020, dividends declared on the Series A Preferred Stock were paid in cash by SunOpta Foods. For the first quarter of 2020, SunOpta Foods elected to declare a dividend on the Series A Preferred Stock to be paid in kind on May 12, 2020. As a result, the aggregate liquidation preference of the outstanding Series A Preferred Stock will increase by $1.7 million. At any time, the holders of Series A Preferred Stock may exchange their shares of Series A Preferred Stock, in whole or in part, into the number of Common Shares equal to, per share of Series A Preferred Stock, the quotient of the liquidation preference divided by $7.50 (such price, the “Series A Exchange Price” and such quotient, the “Series A Exchange Rate”). As at March 28, 2020 and December 28, 2019, the aggregate shares of Series A Preferred Stock outstanding were exchangeable into 11,333,333 Common Shares. The Series A Exchange Price is subject to certain anti-dilution adjustments, including a weighted-average adjustment for issuances of Common Shares below the Series A Exchange Price, provided that the Series A Exchange Price may not be lower than $7.00 (subject to adjustment in certain circumstances). On April 24, 2020, in connection with the issuance of Series B-1 Preferred Stock pursuant to the Series B Subscription Agreement (see note 14), the Series A Exchange Price was reduced from $7.50 to $7.00. SunOpta Foods may cause the holders of Series A Preferred Stock to exchange all of their shares of Series A Preferred Stock into a number of Common Shares equal to the number of shares of Series A Preferred Stock outstanding multiplied by the Series A Exchange Rate if (i) fewer than 10% of the shares of Series A Preferred Stock issued on October 7, 2016 remain outstanding, or (ii) on or after October 7, 2019, the average volume-weighted average price of the Common Shares during the then preceding 20 trading day period is greater than 200% of the Series A Exchange Price then in effect. At any time on or after October 7, 2021, SunOpta Foods may redeem all of the Series A Preferred Stock for an amount per share equal to the value of the liquidation preference of the Series A Preferred Stock at such time, plus accrued and unpaid dividends. In connection with the Series A Subscription Agreement, the Company issued 11,333,333 Special Shares, Series 1 to Oaktree, which entitles Oaktree to one vote per Special Share, Series 1 on all matters submitted to a vote of the holders of Common Shares, together as a single class, subject to certain exceptions. Additional Special Shares, Series 1 will be issued, or existing Special Shares, Series 1 will be redeemed, as necessary to ensure that the aggregate number of Special Shares, Series 1 outstanding is equal to the number of shares of Series A Preferred Stock outstanding from time to time multiplied by the Series A Exchange Rate in effect at such time. As at March 28, 2020 and December 28, 2019, 11,333,333 Special Shares, Series 1 were issued and outstanding. On April 24, 2020, as a result of the reduction in the Series A Exchange Price (as described above), an additional 809,524 Special Shares, Series 1 were issued to Oaktree. The Special Shares, Series 1 are not transferable, and the voting rights associated with the Special Shares, Series 1 will terminate upon the transfer of the Series A Preferred Stock to a third party, other than a controlled affiliate of Oaktree. Oaktree is 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 Oaktree maintaining certain levels of beneficial ownership of Common Shares on an as-exchanged basis. For so long as Oaktree beneficially own or control at least 50% of the Series A Preferred Stock issued on October 7, 2016, including any corresponding Common Shares into which such Series A Preferred Stock are exchanged, Oaktree 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. |
Other Income, Net
Other Income, Net | 3 Months Ended |
Mar. 28, 2020 | |
Other Income and Expenses [Abstract] | |
Other Income, Net [Text Block] | 9. Other Income, Net The components of other expense (income) were as follows: Quarter ended March 28, 2020 March 30, 2019 $ $ Contingent consideration (1) (2,286 ) — Employee termination and recruitment costs (2) 570 1,399 Facility closure costs (3) 389 256 Gain on sale of soy and corn business (see note 3) — (45,579 ) Product withdrawal and recall costs — 260 Other 29 152 (1,298 ) (43,512 ) (1) For the quarter ended March 28, 2020, income represents a gain on the settlement of the final contingent consideration obligation payable under an earn-out arrangement with the former unitholders of Citrusource, LLC, which was acquired by the Company in March 2015. As at March 28, 2020, the remaining $2.0 million obligation (December 28, 2019 - $4.3 million) was recorded in the current portion of long-term liabilities on the consolidated balance sheets. (2) For the quarter ended March 28, 2020, expenses represent severance benefits of $1.0 million for employees terminated in connection with the consolidation of the Company's corporate office functions under the Value Creation Plan, net of reversal of $0.5 million of previously recognized stock-based compensation expense related to forfeited awards previously granted to terminated employees. For the quarter ended March 30, 2019, expenses represent severance benefits of $2.9 million for employees terminated in connection with the Value Creation Plan, including the Company's former CEO and employees impacted by the sale of soy and corn business, net of the reversal of $2.1 million of previously recognized stock-based compensation. In addition, expenses include recruitment costs related to the Company's CEO transition. (3) For the quarter ended March 28, 2020, expenses relate to costs to close an organic ingredient warehousing facility located in China. For the quarter ended March 30, 2019, expenses include costs to dismantle and move equipment from a former soy extraction facility located in Heuvelton, New York, which was sold in April 2019. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 28, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 10. Earnings Per Share Basic and diluted earnings per share were calculated as follows (shares in thousands): Quarter ended March 28, 2020 March 30, 2019 Basic Earnings Per Share Numerator for basic earnings per share Earnings attributable to SunOpta Inc. $ 3,361 $ 25,649 Less: dividends and accretion on Series A Preferred Stock (2,025 ) (1,995 ) Earnings attributable to common shareholders $ 1,336 $ 23,654 Denominator for basic earnings per share Basic weighted-average number of shares outstanding 88,161 87,475 Basic earnings per share $ 0.02 $ 0.27 Diluted Earnings Per Share Numerator for diluted earnings per share Earnings attributable to SunOpta Inc. $ 3,361 $ 25,649 Less: dividends and accretion on Series A Preferred Stock (1) (2,025 ) — Earnings attributable to common shareholders $ 1,336 $ 25,649 Denominator for diluted earnings per share Basic weighted-average number of shares outstanding 88,161 87,475 Dilutive effect of the following: Stock options and restricted stock units (1) 1,136 191 Series A Preferred Stock (2) — 11,333 Diluted weighted-average number of shares outstanding 89,297 98,999 Diluted earnings per share $ 0.01 $ 0.26 (1) (2) For the quarter ended March 28, 2020, it was more dilutive to assume the Series A Preferred Stock was not converted into Common Shares and, therefore, the numerator of the diluted earnings per share calculation was not adjusted to add back the dividends and accretion on the Series A Preferred Stock and the denominator was not adjusted to include 11,333,333 Common Shares issuable on an if-converted basis as at March 28, 2020. For the quarter ended March 30, 2019, it was more dilutive to assume the Series A Preferred Stock was converted into Common Shares and, therefore, the numerator of the diluted earnings per share calculation was adjusted to add back the dividends and accretion on the Series A Preferred Stock and the denominator was adjusted to include 11,333,333 Common Shares issuable on an if-converted basis as at March 30, 2019. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 28, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information [Text Block] | 11. Supplemental Cash Flow Information Quarter ended March 28, 2020 March 30, 2019 $ $ Changes in Non-Cash Working Capital, Net of Business Sold Accounts receivable (28,706 ) 4,211 Inventories 49,949 15,647 Income tax recoverable/payable 6,069 1,971 Prepaid expenses and other current assets (331 ) (4,621 ) Accounts payable and accrued liabilities (7,922 ) (12,507 ) Customer and other deposits 1,595 100 20,654 4,801 Non-Cash Investing and Financing Activities Right-of-use assets obtained in exchange for lease liabilities Operating leases 77 — Dividends payable in kind on Series A Preferred Stock 1,700 — Accrued cash dividends payable on Series A Preferred Stock — 1,700 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 28, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies [Text Block] | 12. Commitments and Contingencies Product Recall On November 20, 2017, Treehouse Foods, Inc., several of its related entities, and its insurer filed a lawsuit against the Company in the Circuit Court of Cook County, Illinois titled Treehouse Foods, Inc. et al. v. SunOpta Grains and Food, Inc. The Company was served with the Summons and Complaint on January 24, 2018. After the Company removed the case to the United States District Court for the Northern District of Illinois, the plaintiffs filed an Amended Complaint on April 23, 2018, and a second Amended Complaint on October 12, 2018. The plaintiffs allege economic damages resulting from the Company's 2016 voluntary recall of certain roasted sunflower kernel products due to the potential for listeria monocytogenes contamination. The plaintiffs brought claims for breach of contract, express and implied warranties and product guarantees, negligence, strict liability, negligent misrepresentation, and indemnity seeking $16.2 million in damages. There are no allegations of personal injury. On March 29, 2019, the court dismissed the plaintiffs' claims for negligence, strict liability, negligent misrepresentation, and common law indemnity. The Company is vigorously defending itself against the remaining contract and warranty-based claims. The Company cannot reasonably predict the outcome of this claim, nor can it estimate the amount of loss, or range of loss, if any, that may result from this claim. 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 position or results of the Company. |
Segmented Information
Segmented Information | 3 Months Ended |
Mar. 28, 2020 | |
Segment Reporting [Abstract] | |
Segmented Information [Text Block] | 13. Segmented Information Effective the fourth quarter of 2019, the Company implemented changes to its organization and leadership structure to align with the operational and strategic objectives established by the Company's CEO. As a result, the Company established two new segments - a Plant-Based Foods and Beverages segment and a Fruit-Based Foods and Beverages segment - based on the synergistic nature of the underlying principal product ingredients. In addition, the Company realigned the Global Ingredients segment to combine its international organic ingredients operations and its co-manufactured premium juice program, based on shared raw material sourcing. Each segment has dedicated management, sales, marketing, plant operations, product development and business support teams, with full accountability to the CEO. With these changes, the composition of the Company's three operating segments is as follows: Global Ingredients includes the sourcing and sale of organic and non-GMO ingredients, including fruits, vegetables, oils, fats, coffee, nuts, dried fruits, sugars, liquid sweeteners, seeds, grains, rice and pulses, and the processing of value-added ingredients including cocoa liquor, butter and powder, sunflower kernel, oil and cakes, sesame seeds, and avocado oil. In addition, it includes third-party co-manufacturing arrangements to produce consumer-packaged premium juice products (including private label orange juices, lemonades, and functional waters), utilizing internally-sourced raw materials. It also included the operations of the soy and corn business that was sold in 2019. Plant-Based Foods and Beverages includes plant-based beverages and liquid and dry ingredients (utilizing almond, soy, coconut, oat, hemp, and other bases), as well as broths, teas and nutritional beverages. In addition, it includes packaged dry- and oil-roasted inshell sunflower and sunflower kernels, as well as corn-, soy- and legume-based roasted snacks, and the processing and sale of raw sunflower inshell and kernel for food and feed applications. Fruit-Based Foods and Beverages includes individually quick frozen ("IQF") fruit for retail (including strawberries, blueberries, mango, pineapple, blends, and other berries), IQF and bulk frozen fruit for foodservice (including purées, fruit cups and smoothies), and custom fruit preparations for industrial use. In addition, it includes fruit snacks, including bars, twists, ropes and bite-sized varieties. Corporate Services provides a variety of management, financial, information technology, treasury and administration services to each of the Company's operating segments. 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 excludes other income/expense items. In addition, interest expense and income taxes are not allocated to the operating segments. Segment Revenues and Operating Income Reportable segment operating results for the quarters ended March 28, 2020 and March 30, 2019 were as follows: Quarter ended March 28, 2020 Plant-Based Fruit-Based Global Foods and Foods and Ingredients Beverages Beverages Consolidated $ $ $ $ Segment revenues from external customers 128,352 106,242 101,355 335,949 Segment operating income (loss) 8,114 13,853 (4,702 ) 17,265 Corporate Services (5,806 ) Other income, net (see note 9) 1,298 Interest expense, net (8,280 ) Earnings before income taxes 4,477 Quarter ended March 30, 2019 Plant-Based Fruit-Based Global Foods and Foods and Ingredients Beverages Beverages Consolidated $ $ $ $ Segment revenues from external customers 134,842 81,276 89,157 305,275 Segment operating income (loss) 6,543 2,528 (5,605 ) 3,466 Corporate Services (3,146 ) Other income, net (see note 9) 43,512 Interest expense, net (8,739 ) Earnings before income taxes 35,093 Segment Depreciation and Amortization Depreciation and amortization by reportable segment for the quarters ended March 28, 2020 and March 30, 2019 was as follows: Quarter ended March 28, 2020 March 30, 2019 $ $ Global Ingredients 1,197 1,469 Plant-Based Foods and Beverages 2,368 1,477 Fruit-Based Foods and Beverages 4,136 4,228 Total segment depreciation and amortization 7,701 7,174 Corporate Services 1,221 1,128 Total depreciation and amortization 8,922 8,302 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 28, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event [Text Block] | 14. Subsequent Event Series B Preferred Stock On April 15, 2020, the Company and SunOpta Foods entered into a subscription agreement (the "Series B Subscription Agreement") with Oaktree and Engaged Capital, LLC, Engaged Capital Flagship Master Fund, LP and Engaged Capital Co-Invest IV-A, LP (collectively, "Engaged"), which contemplated the issuance by SunOpta Foods of shares of exchangeable, voting Series B-1 Preferred Stock and exchangeable, voting Series B-2 Preferred Stock (together with the Series B-1 Preferred Stock, the "Series B Preferred Stock"). The Series B Preferred Stock ranks on par with the Series A Preferred Stock. On April 24, 2020, pursuant to the Series B Subscription Agreement, SunOpta Foods issued 15,000 shares of Series B-1 Preferred Stock to each of Oaktree and Engaged for aggregate consideration of $30.0 million and 30,000 shares total. The Series B-1 Preferred Stock has a stated value and initial liquidation preference of $1,000 per share. Cumulative preferred dividends accrue daily on the Series B-1 Preferred Stock at an annualized rate of 8.0% of the liquidation preference prior to September 30, 2029 and 10.0% of the liquidation preference thereafter (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 September 30, 2029, 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. The failure to pay dividends in cash for any quarter ending after September 30, 2029 will be an event of non-compliance. At any time, the Series B-1 Preferred Stock may be exchanged, in whole or in part, into the number of Common Shares equal to, per share of Series B-1 Preferred Stock, the quotient of the liquidation preference divided by $2.50 (such price, the "Series B-1 Exchange Price" and such quotient, the "Series B-1 Exchange Rate"). As at April 24, 2020, the aggregate shares of Series B-1 Preferred Stock outstanding were exchangeable into 12,000,000 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 $2.00 (subject to adjustment in certain circumstances). SunOpta Foods may cause the holders of the Series B-1 Preferred Stock to exchange all of their shares of Series B-1 Preferred Stock into a number of Common Shares equal to the number of shares of Series B-1 Preferred Stock outstanding multiplied by the Series B-1 Exchange Rate if (i) fewer than 10% of the shares of Series B-1 Preferred Stock issued on April 24, 2020 remain outstanding, or (ii) on or after April 24, 2023, the average volume-weighted average price of the Common Shares during the then preceding 20 trading day period is greater than 200% of the Series B-1 Exchange Price then in effect. At any time, if a holder of Series B Preferred Stock elects to exchange, or SunOpta Foods causes an exchange of Series B Preferred Stock, the number of Common Shares delivered to each applicable holder may not cause such holder’s beneficial ownership to exceed 19.99% of the Common Shares that would be outstanding immediately following such exchange (the “Series B Exchange Cap”). At any time on or after April 24, 2025, SunOpta Foods may redeem all of the Series B-1 Preferred Stock for an amount per share equal to the value of the liquidation preference of the Series B-1 Preferred Stock at such time, plus accrued and unpaid dividends. The Company has the right, but not the obligation, to require each of Oaktree and Engaged to purchase its proportionate share of up to 15,000 shares of Series B-2 Preferred Stock for aggregate consideration of up to $30.0 million, and up to 30,000 shares total, by giving notice to Oaktree and Engaged on or before July 15, 2020. The exchange price for the Series B-2 Preferred Stock (such price, the "Series B-2 Exchange Price") will initially be that amount which is equal to a 30% premium to the 15-day volume-weighted average price of the Common Shares determined as at the date of notice, provided that the Series B-2 Exchange Price cannot be less than $2.00 or greater than $3.50 per underlying Common Share. The dividend terms on the Series B-2 Preferred Stock would be the same as the Series B-1 Preferred Stock. Oaktree and Engaged will be entitled to vote the Series B Preferred Stock with the Common Shares on an as-exchanged basis, subject to a permanent 19.99% voting cap. As a result of the voting cap, each of Oaktree and Engaged will only be able to vote its Series B Preferred Stock to the extent that, when taken together with any other voting securities each investor controls, such votes do not exceed 19.99% of the votes eligible to be cast by all security holders of the Company. On April 24, 2020, the Company designated Special Shares, Series 2 to serve as the mechanism for attaching exchanged voting to the Series B Preferred Stock. The Special Shares, Series 2 entitle the holder thereof to one vote per Special Share, Series 2 on all matters submitted to a vote of the holders of Common Shares, voting together as a single class, subject to certain exceptions. The Special Shares, Series 2 are not transferrable and the voting rights associated with the Special Shares, Series 2 will terminate upon the transfer of the shares of Series B Preferred Stock to a third party, other than an affiliate of Oaktree or Engaged, as applicable. On April 24, 2020, 6,000,000 Special Shares, Series 2 were issued to Engaged, equal to the number of Common Shares issuable to Engaged on the exchange of all of the shares of Series B-1 Preferred Stock held by it, and no Special Shares, Series 2 were issued to Oaktree, as Oaktree was subject to the Series B Exchange Cap. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 28, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation [Text Block] | Basis of Presentation These interim consolidated financial statements of SunOpta Inc. (the "Company" or "SunOpta") 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 ended March 28, 2020 are not necessarily indicative of the results that may be expected for the full fiscal year ending January 2, 2021, or for any other period. The interim consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries and have been prepared on a basis consistent with the annual consolidated financial statements for the year ended December 28, 2019. 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 28, 2019. As described in note 13, in the fourth quarter of 2019, the Company changed its segment reporting to reflect changes to its operating structure. All segment information presented in these consolidated financial statements for the quarter ended March 30, 2019 has been restated to reflect the new segment reporting structure. |
Fiscal Year [Policy Text Block] | Fiscal Year The fiscal year of the Company consists of a 52- or 5 3-week period ending on the Saturday closest to December 31. |
Recent Accounting Pronouncements [Policy Text Block] | Recent Accounting Pronouncements Effective the first quarter of 2020, the Company adopted Accounting Standards Update "ASU" 2016-13, "Measurement of Credit Losses on Financial Instruments," which requires the immediate recognition of expected versus incurred credit losses for most financial assets. The Company adopted ASU 2016-13 under the modified retrospective approach and applied the new guidance to its short-term accounts receivable. The adoption of this new guidance did not result in the recognition of additional allowances for credit losses. The Company closely monitors receivable balances and estimates the allowance for credit losses based on historical collection experience, and account aging analysis and trends. The Company evaluates the adequacy of the allowance each reporting period, considering individual customer account reviews, write-offs recorded in the period, sales forecasts and trends, and current and expected economic conditions. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue [Table Text Block] | Quarter ended March 28, 2020 March 30, 2019 $ $ Global Ingredients Organic and non-GMO ingredients 106,242 105,884 Premium juice 22,110 18,612 Soy and corn (see note 3) — 10,346 Total Global Ingredients 128,352 134,842 Plant-Based Foods and Beverages Beverages and broths 86,770 64,782 Plant-based ingredients 5,912 4,682 Sunflower and roasted snacks 13,560 11,812 Total Plant-Based Foods and Beverages 106,242 81,276 Fruit-Based Foods and Beverages Frozen fruit 75,207 65,192 Fruit-based ingredients 11,892 11,486 Fruit snacks 14,256 12,479 Total Fruit-Based Foods and Beverages 101,355 89,157 Total revenues 335,949 305,275 |
Value Creation Plan (Tables)
Value Creation Plan (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule Of Restructuring And Related Costs [Table Text Block] | Employee Asset recruitment, impairments retention and and facility termination Professional closure costs costs fees Total $ $ $ $ March 28, 2020 Balance payable, December 28, 2019 (1) 201 4,026 — 4,227 Costs incurred and charged to expense 389 1,055 551 1,995 Cash payments, net (138 ) (1,890 ) (347 ) (2,375 ) Non-cash adjustments (78 ) 460 — 382 Balance payable, March 28, 2020 (1) 374 3,651 204 4,229 March 30, 2019 Balance payable, December 29, 2018 477 436 — 913 Costs incurred and charged to expense 256 1,508 94 1,858 Cash payments, net (381 ) (1,374 ) (94 ) (1,849 ) Non-cash adjustments — 2,102 — 2,102 Balance payable, March 30, 2019 352 2,672 — 3,024 (1) Balance payable was included in accounts payable and accrued liabilities on the consolidated balance sheet. The following table summarizes costs incurred since the inception of the Value Creation Plan in 2016 to March 28, 2020: Employee Asset recruitment, Professional impairments retention and fees and and facility termination temporary closure costs costs labor costs Total $ $ $ $ Costs incurred and charged to expense 35,349 24,024 22,883 82,256 Cash payments, net (10,400 ) (25,387 ) (22,679 ) (58,466 ) Non-cash adjustments (24,575 ) 5,014 — (19,561 ) Balance payable, March 28, 2020 374 3,651 204 4,229 For the quarters ended March 28, 2020 and March 30, 2019, costs incurred and charged to expense were recorded in the consolidated statement of operations as follows: Quarter ended March 28, 2020 March 30, 2019 $ $ Selling, general and administrative expenses (1) 1,036 203 Other expense (2) 959 1,655 1,995 1,858 (1) Professional fees and employee retention, recruitment and relocation costs recorded in selling general and administrative expenses were allocated to Corporate Services. (2) For the quarter ended March 28, 2020, costs recorded in other expense were allocated as follows: Global Ingredients - $0.4 million (March 30, 2019 - $0.0 million); Plant-Based Foods and Beverages - $0.0 million (March 30, 2019 - $0.4 million); Fruit-Based Foods and Beverages - $0.9 million (March 30, 2019 - $0.3 million); and Corporate Services - $(0.4) million (March 30, 2019 - $0.9 million). |
Derivative Financial Instrume_2
Derivative Financial Instruments and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | March 28, 2020 Fair value asset (liability) Level 1 Level 2 Level 3 $ $ $ $ Commodity futures contracts (1) Unrealized short-term derivative liability (272 ) (272 ) — — Forward foreign currency contracts (2) Not designated as hedging instruments 133 — 133 — December 28, 2019 Fair value asset (liability) Level 1 Level 2 Level 3 $ $ $ $ Commodity futures contracts (1) Unrealized short-term derivative asset 284 284 — — Forward foreign currency contracts (2) Not designated as hedging instruments (73 ) — (73 ) — |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | March 28, 2020 December 28, 2019 $ $ Raw materials and work-in-process 231,723 259,658 Finished goods 54,560 75,112 Inventory reserves (13,808 ) (11,224 ) 272,475 323,546 |
Bank Indebtedness and Long-Te_2
Bank Indebtedness and Long-Term Debt (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Line of Credit Facilities [Table Text Block] | March 28, 2020 December 28, 2019 $ $ Bank Indebtedness Global Credit Facility (1) 223,547 241,666 Bulgarian credit facility (2) 1,317 3,870 224,864 245,536 Long-Term Debt Senior Secured Second Lien Notes, net of unamortized debt issuance costs o f $4,727 (December 28, 2019 - $5,094) (3) 218,771 218,404 Finance lease liabilities 15,762 16,223 Asset-backed term loan 4,215 4,386 Other 5,658 6,178 244,406 245,191 Less: current portion 3,300 2,987 241,106 242,204 |
Other Income, Net (Tables)
Other Income, Net (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | Quarter ended March 28, 2020 March 30, 2019 $ $ Contingent consideration (1) (2,286 ) — Employee termination and recruitment costs (2) 570 1,399 Facility closure costs (3) 389 256 Gain on sale of soy and corn business (see note 3) — (45,579 ) Product withdrawal and recall costs — 260 Other 29 152 (1,298 ) (43,512 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Quarter ended March 28, 2020 March 30, 2019 Basic Earnings Per Share Numerator for basic earnings per share Earnings attributable to SunOpta Inc. $ 3,361 $ 25,649 Less: dividends and accretion on Series A Preferred Stock (2,025 ) (1,995 ) Earnings attributable to common shareholders $ 1,336 $ 23,654 Denominator for basic earnings per share Basic weighted-average number of shares outstanding 88,161 87,475 Basic earnings per share $ 0.02 $ 0.27 Diluted Earnings Per Share Numerator for diluted earnings per share Earnings attributable to SunOpta Inc. $ 3,361 $ 25,649 Less: dividends and accretion on Series A Preferred Stock (1) (2,025 ) — Earnings attributable to common shareholders $ 1,336 $ 25,649 Denominator for diluted earnings per share Basic weighted-average number of shares outstanding 88,161 87,475 Dilutive effect of the following: Stock options and restricted stock units (1) 1,136 191 Series A Preferred Stock (2) — 11,333 Diluted weighted-average number of shares outstanding 89,297 98,999 Diluted earnings per share $ 0.01 $ 0.26 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Quarter ended March 28, 2020 March 30, 2019 $ $ Changes in Non-Cash Working Capital, Net of Business Sold Accounts receivable (28,706 ) 4,211 Inventories 49,949 15,647 Income tax recoverable/payable 6,069 1,971 Prepaid expenses and other current assets (331 ) (4,621 ) Accounts payable and accrued liabilities (7,922 ) (12,507 ) Customer and other deposits 1,595 100 20,654 4,801 Non-Cash Investing and Financing Activities Right-of-use assets obtained in exchange for lease liabilities Operating leases 77 — Dividends payable in kind on Series A Preferred Stock 1,700 — Accrued cash dividends payable on Series A Preferred Stock — 1,700 |
Segmented Information (Tables)
Segmented Information (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Quarter ended March 28, 2020 Plant-Based Fruit-Based Global Foods and Foods and Ingredients Beverages Beverages Consolidated $ $ $ $ Segment revenues from external customers 128,352 106,242 101,355 335,949 Segment operating income (loss) 8,114 13,853 (4,702 ) 17,265 Corporate Services (5,806 ) Other income, net (see note 9) 1,298 Interest expense, net (8,280 ) Earnings before income taxes 4,477 Quarter ended March 30, 2019 Plant-Based Fruit-Based Global Foods and Foods and Ingredients Beverages Beverages Consolidated $ $ $ $ Segment revenues from external customers 134,842 81,276 89,157 305,275 Segment operating income (loss) 6,543 2,528 (5,605 ) 3,466 Corporate Services (3,146 ) Other income, net (see note 9) 43,512 Interest expense, net (8,739 ) Earnings before income taxes 35,093 |
Schedule of Segment Depreciation and Amortization [Table Text Block] | Quarter ended March 28, 2020 March 30, 2019 $ $ Global Ingredients 1,197 1,469 Plant-Based Foods and Beverages 2,368 1,477 Fruit-Based Foods and Beverages 4,136 4,228 Total segment depreciation and amortization 7,701 7,174 Corporate Services 1,221 1,128 Total depreciation and amortization 8,922 8,302 |
Significant Accounting Polici_3
Significant Accounting Policies (Narrative) (Details) | 3 Months Ended |
Mar. 28, 2020 | |
Accounting Policies [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 2020 is a 53-week period ending on January 2, 2021, with quarterly periods ending on March 28, June 27 and September 26, 2020. Fiscal year 2019 was a 52-week period ending on December 28, 2019, with quarterly periods ending on March 30, June 29 and September 28, 2019. |
Sale of Soy and Corn Business (
Sale of Soy and Corn Business (Narrative) (Details) - Sunopta Grains And Foods Inc [Member] - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Feb. 22, 2019 | Mar. 30, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from sale of business | $ 66.5 | |
Other income | $ 45.6 | |
Revenue | 10.3 | |
Earnings (loss) before income taxes | $ (0.2) |
Value Creation Plan (Narrative)
Value Creation Plan (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Global Ingredients [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Other expense | $ 0.4 | $ 0 |
Plant-Based Foods And Beverages [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Other expense | 0 | 0.4 |
Fruit-Based Foods And Beverages [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Other expense | 0.9 | 0.3 |
Corporate Services [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Other income | $ 0.4 | |
Other expense | $ 0.9 |
Derivative Financial Instrume_3
Derivative Financial Instruments and Fair Value Measurements (Narrative) (Details) $ in Thousands, € in Millions, £ in Millions, SFr in Millions | 3 Months Ended | 12 Months Ended | |||||
Mar. 28, 2020USD ($)T | Mar. 30, 2019USD ($) | Dec. 28, 2019T | Mar. 28, 2020CHF (SFr) | Mar. 28, 2020EUR (€) | Mar. 28, 2020GBP (£) | Mar. 28, 2020USD ($) | |
Derivative [Line Items] | |||||||
Unrealized loss on derivative contracts | $ (556) | $ (112) | |||||
Not designated as hedging instruments [Member] | Forward Foreign Currency Contracts [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Instruments, Gain (Loss) Recognized in Income, Net | $ 200 | 600 | |||||
Not designated as hedging instruments [Member] | Cocoa [Member] | Future And Forward Contracts [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, Nonmonetary Notional Amount | T | 1,520 | 3,210 | |||||
Not designated as hedging instruments [Member] | Coffee [Member] | Future And Forward Contracts [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, Nonmonetary Notional Amount | T | 68 | 306 | |||||
Not designated as hedging instruments [Member] | Recurring basis [Member] | |||||||
Derivative [Line Items] | |||||||
Unrealized loss on derivative contracts | $ (600) | $ (100) | |||||
Not designated as hedging instruments [Member] | Recurring basis [Member] | Forward Foreign Exchange Contracts To Sell Swiss francs To Buy U. S. Dollars [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, notional amount | SFr 0.6 | $ 600 | |||||
Not designated as hedging instruments [Member] | Recurring basis [Member] | Forward Foreign Exchange Contracts To Sell Euros To Buy U.S. Dollars [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, notional amount | € 29.1 | $ 32,400 | |||||
Not designated as hedging instruments [Member] | Recurring basis [Member] | Forward Foreign Exchange Contracts To Sell British Pounds To Buy Euros [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, notional amount | € 0.7 | £ 0.6 |
Bank Indebtedness and Long-Te_3
Bank Indebtedness and Long-Term Debt (Narrative) (Details) $ in Thousands, € in Millions | Apr. 13, 2020EUR (€) | Oct. 22, 2018USD ($) | Sep. 19, 2017USD ($) | Mar. 28, 2020USD ($) | Oct. 20, 2016USD ($) |
Revolving 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, 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. On January 28, 2020, the credit agreement was amended to, among other things, extend the maturity date of the Global Credit Facility to March 31, 2022. Individual borrowings under the Global Credit Facility have terms of six months or less and bear interest based on various reference rates plus an applicable margin. The margin ranges from 0.25% to 0.75% with respect to base rate and prime rate borrowings and from 1.25% to 1.75% for eurocurrency rate and bankers' acceptance rate borrowings. In connection with the amendment of the credit agreement on January 28, 2020, the applicable margin rate on any loans under the Global Credit Facility (including the U.S. Subfacility, as described below) is increased by an additional 0.50% while the Company's total leverage ratio exceeds a specific threshold. | ||||
Line of Credit Facility, Expiration Date | Mar. 31, 2022 | ||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate During Period | 0.25% | ||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate During Period | 0.75% | ||||
Revolving Credit Facility [Member] | Prime Rate [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate During Period | 1.25% | ||||
Revolving Credit Facility [Member] | Prime Rate [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate During Period | 1.75% | ||||
US Subfacility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 20,000 | ||||
Line of Credit Facility, Description | On September 19, 2017, the Company entered into an amendment to the Global Credit Facility to add a $15.0 million U.S. asset-based credit subfacility (the "U.S. Subfacility"). | ||||
Line of Credit Facility, Increase (Decrease), Net | $ 15,000 | ||||
Line of Credit Facility, Date of First Required Payment | Mar. 31, 2019 | ||||
Line of Credit Facility, Periodic Payment, Principal | $ 3,330 | ||||
Line of Credit Facility, Interest Rate Description | Borrowings under the U.S. Subfacility bear interest based on various reference rates plus a margin based on average borrowing availability for the preceding fiscal quarter, ranging 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. | ||||
Drawdown credit facility | $ 6,700 | ||||
US Subfacility [Member] | Base Rate And Prime Rate [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||
US Subfacility [Member] | Base Rate And Prime Rate [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | ||||
US Subfacility [Member] | Eurocurrency Rate And Bankers Acceptance Rate [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||
US Subfacility [Member] | Eurocurrency Rate And Bankers Acceptance Rate [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | ||||
Global Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt, Weighted Average Interest Rate | 3.07% | ||||
Bulgarian Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | € | € 6 | ||||
Line of Credit Facility, Interest Rate During Period | 2.75% | ||||
Senior Secured Second Lien Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 9.50% | ||||
Debt Instrument, Description | On October 20, 2016, the Company's subsidiary, SunOpta Foods Inc. ("SunOpta Foods"), issued $231.0 million of 9.5% Senior Secured Second Lien Notes due 2022 (the "Notes"). As at March 28, 2020, the outstanding principal amount of the Notes was $223.5 million, reflecting the redemption of $7.5 million principal amount by SunOpta Foods in October 2017. Debt issuance costs are recorded as a reduction against the principal amount of the Notes and are being amortized over the six-year term of the Notes. | ||||
Debt Instrument, Issuance Date | Oct. 20, 2016 | ||||
Debt Instrument, Face Amount | $ 223,500 | $ 231,000 | |||
Debt Instrument, Redemption, Amount | $ 7,500 | ||||
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. | ||||
Debt Instrument, Maturity Date | Oct. 9, 2022 | ||||
Debt Instrument, Redemption, Description | At any time after October 9, 2019, SunOpta Foods may redeem the Notes, in whole or in part, at a redemption price equal to 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. Certain additional redemption rights were applicable prior to October 9, 2019. 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 foregoing covenants are subject to certain threshold amounts and exceptions as set forth in the indenture governing the Notes. In addition, 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. As at March 28, 2020, the estimated fair value of the outstanding Notes was approximately $224 million, based on quoted prices of the most recent over-the-counter transactions (level 2). | ||||
Debt Instrument, Interest Rate, Effective Percentage | 10.40% | ||||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 224,000 | ||||
Senior Secured Second Lien Notes [Member] | from October 9, 2019 through October 8, 2020 | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Redemption Price, Percentage | 104.75% | ||||
Senior Secured Second Lien Notes [Member] | from October 9, 2020 through October 8, 2021 | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Redemption Price, Percentage | 102.375% |
Series A Preferred Stock (Narra
Series A Preferred Stock (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 28, 2020 | Mar. 30, 2019 | Apr. 24, 2020 | |
Temporary Equity [Line Items] | |||
Preferred stock accretion to redemption value | $ 325 | $ 295 | |
Dividends, Preferred Stock, Paid-in-kind | $ 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 | 809,524 | |
Preferred Stock, Value, Issued | $ 85,000 | ||
Preferred Stock Issuance Costs | 6,000 | ||
Preferred Stock, Redemption Amount | 85,000 | ||
Preferred stock accretion to redemption value | $ 300 | $ 300 | |
Preferred Stock, Dividend Preference or Restrictions | In connection with the Series A 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 Series A Preferred Stock and (ii) grant each holder of Series A Preferred Stock the right to exchange the Series A Preferred Stock for shares of common stock of the Company (the "Common Shares"). The Series A Preferred Stock is non-participating with the Common Shares in dividends and undistributed earnings of the Company. | ||
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | ||
Preferred Stock Annualized Rate | 8.00% | ||
Preferred Stock, Dividend Payment Terms | Cumulative preferred dividends accrue daily on the Series A Preferred Stock at an annualized rate of 8.0% of the liquidation preference prior to October 5, 2025 and 12.5% of the liquidation preference thereafter (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. | ||
Dividends, Preferred Stock, Paid-in-kind | $ 1,700 | ||
Convertible Preferred Stock, Terms of Conversion | At any time, the holders of Series A Preferred Stock may exchange their shares of Series A Preferred Stock, in whole or in part, into the number of Common Shares equal to, per share of Series A Preferred Stock, the quotient of the liquidation preference divided by $7.50 (such price, the “Series A Exchange Price” and such quotient, the “Series A Exchange Rate”). As at March 28, 2020 and December 28, 2019, the aggregate shares of Series A Preferred Stock outstanding were exchangeable into 11,333,333 Common Shares. The Series A Exchange Price is subject to certain anti-dilution adjustments, including a weighted-average adjustment for issuances of Common Shares below the Series A Exchange Price, provided that the Series A Exchange Price may not be lower than $7.00 (subject to adjustment in certain circumstances). On April 24, 2020, in connection with the issuance of Series B-1 Preferred Stock pursuant to the Series B Subscription Agreement (see note 14), the Series A Exchange Price was reduced from $7.50 to $7.00 | ||
Convertible Preferred Stock, Settlement Terms | SunOpta Foods may cause the holders of Series A Preferred Stock to exchange all of their shares of Series A Preferred Stock into a number of Common Shares equal to the number of shares of Series A Preferred Stock outstanding multiplied by the Series A Exchange Rate if (i) fewer than 10% of the shares of Series A Preferred Stock issued on October 7, 2016 remain outstanding, or (ii) on or after October 7, 2019, the average volume-weighted average price of the Common Shares during the then preceding 20 trading day period is greater than 200% of the Series A Exchange Price then in effect. At any time on or after October 7, 2021, SunOpta Foods may redeem all of the Series A Preferred Stock for an amount per share equal to the value of the liquidation preference of the Series A Preferred Stock at such time, plus accrued and unpaid dividends. | ||
Preferred Stock, Voting Rights | In connection with the Series A Subscription Agreement, the Company issued 11,333,333 Special Shares, Series 1 to Oaktree, which entitles Oaktree to one vote per Special Share, Series 1 on all matters submitted to a vote of the holders of Common Shares, together as a single class, subject to certain exceptions. Additional Special Shares, Series 1 will be issued, or existing Special Shares, Series 1 will be redeemed, as necessary to ensure that the aggregate number of Special Shares, Series 1 outstanding is equal to the number of shares of Series A Preferred Stock outstanding from time to time multiplied by the Series A Exchange Rate in effect at such time. | ||
Preferred Stock, Participation Rights | For so long as Oaktree beneficially own or control at least 50% of the Series A Preferred Stock issued on October 7, 2016, including any corresponding Common Shares into which such Series A Preferred Stock are exchanged, Oaktree 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. | ||
Special Voting Shares, issued and outstanding | 11,333,333 |
Other Income, Net (Narrative) (
Other Income, Net (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 28, 2020 | Mar. 30, 2019 | Dec. 28, 2019 | |
Other Income and Expenses [Abstract] | |||
Current portion of long-term liabilities | $ 2,000 | $ 4,286 | |
Employee termination and recruitment costs in connection with Value Creation Plan | 1,000 | $ 2,900 | |
Reversal of previously recognized stock-based compensation expense related to forfeited awards | $ 500 | $ 2,100 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Common shares issuable on an if-converted basis adjusted to diluted EPS | 11,333,333 | 11,333,333 |
Options Held [Member] | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,458,424 | 2,566,321 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - Product Recall [Member] $ in Millions | 3 Months Ended |
Mar. 28, 2020USD ($) | |
Loss Contingencies [Line Items] | |
Loss Contingency Damages Sought | On November 20, 2017, Treehouse Foods, Inc., several of its related entities, and its insurer filed a lawsuit against the Company in the Circuit Court of Cook County, Illinois titled Treehouse Foods, Inc. et al. v. SunOpta Grains and Food, Inc. The Company was served with the Summons and Complaint on January 24, 2018. After the Company removed the case to the United States District Court for the Northern District of Illinois, the plaintiffs filed an Amended Complaint on April 23, 2018, and a second Amended Complaint on October 12, 2018. The plaintiffs allege economic damages resulting from the Company's 2016 voluntary recall of certain roasted sunflower kernel products due to the potential for listeria monocytogenes contamination. The plaintiffs brought claims for breach of contract, express and implied warranties and product guarantees, negligence, strict liability, negligent misrepresentation, and indemnity seeking $16.2 million in damages. There are no allegations of personal injury. On March 29, 2019, the court dismissed the plaintiffs' claims for negligence, strict liability, negligent misrepresentation, and common law indemnity. The Company is vigorously defending itself against the remaining contract and warranty-based claims. The Company cannot reasonably predict the outcome of this claim, nor can it estimate the amount of loss, or range of loss, if any, that may result from this claim. |
Loss Contingency Damages Sought Value | $ 16.2 |
Subsequent Event (Narrative) (D
Subsequent Event (Narrative) (Details) - Subsequent Event [Member] $ / shares in Units, $ in Thousands | 1 Months Ended |
Apr. 24, 2020USD ($)$ / sharesshares | |
Series B-1 Preferred Stock [Member] | Stock issued to each recipient [Member] | |
Subsequent Event [Line Items] | |
Preferred Stock, Shares Issued | 15,000 |
Series B-1 Preferred Stock [Member] | Oaktree and Engaged [Member] | |
Subsequent Event [Line Items] | |
Preferred Stock, Value, Issued | $ | $ 30,000 |
Preferred Stock, Shares Issued | 30,000 |
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 1,000 |
Preferred Stock Annualized Rate | 8.00% |
Preferred Stock, Dividend Payment Terms | Cumulative preferred dividends accrue daily on the Series B-1 Preferred Stock at an annualized rate of 8.0% of the liquidation preference prior to September 30, 2029 and 10.0% of the liquidation preference thereafter (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 September 30, 2029, 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. The failure to pay dividends in cash for any quarter ending after September 30, 2029 will be an event of non-compliance. |
Convertible Preferred Stock, Terms of Conversion | At any time, the Series B-1 Preferred Stock may be exchanged, in whole or in part, into the number of Common Shares equal to, per share of Series B-1 Preferred Stock, the quotient of the liquidation preference divided by $2.50 (such price, the "Series B-1 Exchange Price" and such quotient, the "Series B-1 Exchange Rate"). |
Number of common shares available due to exchangeable preferred stock | 12,000,000 |
Preferred stock exchange, description of exchange price | 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 $2.00 (subject to adjustment in certain circumstances). |
Convertible preferred stock, Settlement terms | SunOpta Foods may cause the holders of the Series B-1 Preferred Stock to exchange all of their shares of Series B-1 Preferred Stock into a number of Common Shares equal to the number of shares of Series B-1 Preferred Stock outstanding multiplied by the Series B-1 Exchange Rate if (i) fewer than 10% of the shares of Series B-1 Preferred Stock issued on April 24, 2020 remain outstanding, or (ii) on or after April 24, 2023, the average volume-weighted average price of the Common Shares during the then preceding 20 trading day period is greater than 200% of the Series B-1 Exchange Price then in effect. At any time, if a holder of Series B Preferred Stock elects to exchange, or SunOpta Foods causes an exchange of Series B Preferred Stock, the number of Common Shares delivered to each applicable holder may not cause such holder’s beneficial ownership to exceed 19.99% of the Common Shares that would be outstanding immediately following such exchange (the “Series B Exchange Cap”). |
Series B-2 Preferred Stock [Member] | Stock issued to each recipient [Member] | |
Subsequent Event [Line Items] | |
Right but not obligation to purchase Preferred Stock shares | 15,000 |
Series B-2 Preferred Stock [Member] | Oaktree and Engaged [Member] | |
Subsequent Event [Line Items] | |
Right but not obligation to purchase Preferred Stock shares | 30,000 |
Right but not obligation to purchase preferred stock shares for aggregate consideration | $ | $ 30,000 |
Convertible Preferred Stock, Terms of Conversion | The exchange price for the Series B-2 Preferred Stock (such price, the "Series B-2 Exchange Price") will initially be that amount which is equal to a 30% premium to the 15-day volume-weighted average price of the Common Shares determined as at the date of notice, provided that the Series B-2 Exchange Price cannot be less than $2.00 or greater than $3.50 per underlying Common Share. The dividend terms on the Series B-2 Preferred Stock would be the same as the Series B-1 Preferred Stock. Oaktree and Engaged will be entitled to vote the Series B Preferred Stock with the Common Shares on an as-exchanged basis, subject to a permanent 19.99% voting cap. As a result of the voting cap, each of Oaktree and Engaged will only be able to vote its Series B Preferred Stock to the extent that, when taken together with any other voting securities each investor controls, such votes do not exceed 19.99% of the votes eligible to be cast by all security holders of the Company. On April 24, 2020, the Company designated Special Shares, Series 2 to serve as the mechanism for attaching exchanged voting to the Series B Preferred Stock. The Special Shares, Series 2 entitle the holder thereof to one vote per Special Share, Series 2 on all matters submitted to a vote of the holders of Common Shares, voting together as a single class, subject to certain exceptions. The Special Shares, Series 2 are not transferrable and the voting rights associated with the Special Shares, Series 2 will terminate upon the transfer of the shares of Series B Preferred Stock to a third party, other than an affiliate of Oaktree or Engaged, as applicable. On April 24, 2020, 6,000,000 Special Shares, Series 2 were issued to Engaged, equal to the number of Common Shares issuable to Engaged on the exchange of all of the shares of Series B-1 Preferred Stock held by it, and no Special Shares, Series 2 were issued to Oaktree, as Oaktree was subject to the Series B Exchange Cap. |
Revenue (Disaggregation Of Reve
Revenue (Disaggregation Of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Segment revenues from external customers | $ 335,949 | $ 305,275 |
Global Ingredients [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Segment revenues from external customers | 128,352 | 134,842 |
Global Ingredients [Member] | Organic and non-GMO ingredients [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Segment revenues from external customers | 106,242 | 105,884 |
Global Ingredients [Member] | Premium juice [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Segment revenues from external customers | 22,110 | 18,612 |
Global Ingredients [Member] | Soy and corn [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Segment revenues from external customers | 0 | 10,346 |
Plant-Based Foods And Beverages [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Segment revenues from external customers | 106,242 | 81,276 |
Plant-Based Foods And Beverages [Member] | Beverages and broths [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Segment revenues from external customers | 86,770 | 64,782 |
Plant-Based Foods And Beverages [Member] | Plant-based ingredients [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Segment revenues from external customers | 5,912 | 4,682 |
Plant-Based Foods And Beverages [Member] | Sunflower and roasted snacks [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Segment revenues from external customers | 13,560 | 11,812 |
Fruit-Based Foods And Beverages [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Segment revenues from external customers | 101,355 | 89,157 |
Fruit-Based Foods And Beverages [Member] | Frozen Fruit [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Segment revenues from external customers | 75,207 | 65,192 |
Fruit-Based Foods And Beverages [Member] | Fruit-based ingredients [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Segment revenues from external customers | 11,892 | 11,486 |
Fruit-Based Foods And Beverages [Member] | Fruit snacks [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Segment revenues from external customers | $ 14,256 | $ 12,479 |
Value Creation Plan (Disclosure
Value Creation Plan (Disclosure of costs incurred under the Value Creation Plan) (Details) - Value Creation Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Restructuring Reserve [Roll Forward] | ||
Balance payable, Beginning | $ 4,227 | $ 913 |
Costs incurred and charged to expense | 1,995 | 1,858 |
Cash payments, net | (2,375) | (1,849) |
Non-cash adjustments | 382 | 2,102 |
Balance payable, Ending | 4,229 | 3,024 |
Asset impairments and facility closure costs [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Balance payable, Beginning | 201 | 477 |
Costs incurred and charged to expense | 389 | 256 |
Cash payments, net | (138) | (381) |
Non-cash adjustments | (78) | 0 |
Balance payable, Ending | 374 | 352 |
Employee recruitment, retention and termination costs [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Balance payable, Beginning | 4,026 | 436 |
Costs incurred and charged to expense | 1,055 | 1,508 |
Cash payments, net | (1,890) | (1,374) |
Non-cash adjustments | 460 | 2,102 |
Balance payable, Ending | 3,651 | 2,672 |
Professional fees and temporary labor costs [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Balance payable, Beginning | 0 | 0 |
Costs incurred and charged to expense | 551 | 94 |
Cash payments, net | (347) | (94) |
Non-cash adjustments | 0 | 0 |
Balance payable, Ending | $ 204 | $ 0 |
Value Creation Plan (Disclosu_2
Value Creation Plan (Disclosure of costs incurred since the inception of the Value Creation Plan) (Details) - Value Creation Plan [Member] - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 | Mar. 30, 2019 | Dec. 29, 2018 |
Restructuring Cost and Reserve [Line Items] | ||||
Costs incurred and charged to expense | $ 82,256 | |||
Cash payments, net | (58,466) | |||
Non-cash adjustments | (19,561) | |||
Balance payable | 4,229 | $ 4,227 | $ 3,024 | $ 913 |
Asset impairments and facility closure costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs incurred and charged to expense | 35,349 | |||
Cash payments, net | (10,400) | |||
Non-cash adjustments | (24,575) | |||
Balance payable | 374 | 201 | 352 | 477 |
Employee recruitment, retention and termination costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs incurred and charged to expense | 24,024 | |||
Cash payments, net | (25,387) | |||
Non-cash adjustments | 5,014 | |||
Balance payable | 3,651 | 4,026 | 2,672 | 436 |
Professional fees and temporary labor costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs incurred and charged to expense | 22,883 | |||
Cash payments, net | (22,679) | |||
Non-cash adjustments | 0 | |||
Balance payable | $ 204 | $ 0 | $ 0 | $ 0 |
Value Creation Plan (Disclosu_3
Value Creation Plan (Disclosure of costs incurred and charged to expense in Value Creation Plan) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Selling, general and administrative expenses | $ 27,206 | $ 26,248 |
Value Creation Plan [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Selling, general and administrative expenses | 1,036 | 203 |
Other expense | 959 | 1,655 |
Restructuring Charges | $ 1,995 | $ 1,858 |
Derivative Financial Instrume_4
Derivative Financial Instruments and Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
Derivative [Line Items] | ||
Unrealized short-term derivative liability | $ (749) | $ (802) |
Recurring basis [Member] | Commodity futures and forward contracts [Member] | ||
Derivative [Line Items] | ||
Unrealized short-term derivative asset | 284 | |
Unrealized short-term derivative liability | (272) | |
Recurring basis [Member] | Level 1 [Member] | Commodity futures and forward contracts [Member] | ||
Derivative [Line Items] | ||
Unrealized short-term derivative asset | 284 | |
Unrealized short-term derivative liability | (272) | |
Recurring basis [Member] | Level 2 [Member] | Commodity futures and forward contracts [Member] | ||
Derivative [Line Items] | ||
Unrealized short-term derivative asset | 0 | |
Unrealized short-term derivative liability | 0 | |
Recurring basis [Member] | Level 3 [Member] | Commodity futures and forward contracts [Member] | ||
Derivative [Line Items] | ||
Unrealized short-term derivative asset | 0 | |
Unrealized short-term derivative liability | 0 | |
Recurring basis [Member] | Not designated as hedging instruments [Member] | Forward foreign currency contracts [Member] | ||
Derivative [Line Items] | ||
Derivative asset, notional amount | 133 | |
Derivative liability, notional amount | (73) | |
Recurring basis [Member] | Not designated as hedging instruments [Member] | Level 1 [Member] | Forward foreign currency contracts [Member] | ||
Derivative [Line Items] | ||
Derivative asset, notional amount | 0 | 0 |
Recurring basis [Member] | Not designated as hedging instruments [Member] | Level 2 [Member] | Forward foreign currency contracts [Member] | ||
Derivative [Line Items] | ||
Derivative asset, notional amount | 133 | |
Derivative liability, notional amount | (73) | |
Recurring basis [Member] | Not designated as hedging instruments [Member] | Level 3 [Member] | Forward foreign currency contracts [Member] | ||
Derivative [Line Items] | ||
Derivative asset, notional amount | $ 0 | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials and work-in-process | $ 231,723 | $ 259,658 |
Finished goods | 54,560 | 75,112 |
Inventory reserves | (13,808) | (11,224) |
Total Inventory, Net | $ 272,475 | $ 323,546 |
Bank Indebtedness and Long-Te_4
Bank Indebtedness and Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Amount Outstanding | $ 224,864 | $ 245,536 |
Senior Secured Second Lien Notes, net of unamortized debt issuance costs | 218,771 | 218,404 |
Finance lease liabilities | 15,762 | 16,223 |
Asset-backed term loan | 4,215 | 4,386 |
Other | 5,658 | 6,178 |
Total Long-term and Current Term Debt | 244,406 | 245,191 |
Less: current portion | 3,300 | 2,987 |
Long-term Debt, Excluding Current Maturities, Total | 241,106 | 242,204 |
Unamortized Debt Issuance Expense | 4,727 | 5,094 |
Global Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Amount Outstanding | 223,547 | 241,666 |
Bulgarian Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Amount Outstanding | $ 1,317 | $ 3,870 |
Other Income, Net (Details)
Other Income, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Other Income and Expenses [Abstract] | ||
Contingent consideration | $ (2,286) | $ 0 |
Employee termination and recruitment costs | 570 | 1,399 |
Facility closure costs | 389 | 256 |
Gain on sale of soy and corn business | 0 | (45,579) |
Product withdrawal and recall costs | 0 | 260 |
Other | 29 | 152 |
Total Other Expense, net | $ (1,298) | $ (43,512) |
Basic and diluted loss per shar
Basic and diluted loss per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Numerator for basic loss per share | ||
Earnings attributable to SunOpta Inc. | $ 3,361 | $ 25,649 |
Less: dividends and accretion on Series A Preferred Stock | (2,025) | (1,995) |
Earnings attributable to common shareholders | $ 1,336 | $ 23,654 |
Denominator for basic loss per share | ||
Basic weighted-average number of shares outstanding | 88,161 | 87,475 |
Basic loss per share | $ 0.02 | $ 0.27 |
Numerator for diluted loss per share | ||
Earnings attributable to SunOpta Inc. | $ 3,361 | $ 25,649 |
Less: dividends and accretion on Series A Preferred Stock | (2,025) | 0 |
Loss attributable to common shareholders | $ 1,336 | $ 25,649 |
Denominator for diluted earnings (loss) per share: | ||
Basic weighted-average number of shares outstanding | 88,161 | 87,475 |
Dilutive effect of the following: | ||
Diluted weighted-average number of shares outstanding | 89,297 | 98,999 |
Diluted loss per share | $ 0.01 | $ 0.26 |
Stock Options And Restricted Stock Units [Member] | ||
Dilutive effect of the following: | ||
Dilutive Securities, Effect on Basic Earnings Per Share | 1,136 | 191 |
Series A Preferred Stock [Member] | ||
Dilutive effect of the following: | ||
Dilutive Securities, Effect on Basic Earnings Per Share | 0 | 11,333 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Changes in Non-Cash Working Capital, Net of Business Sold | ||
Accounts receivable | $ (28,706) | $ 4,211 |
Inventories | 49,949 | 15,647 |
Income tax recoverable/payable | 6,069 | 1,971 |
Prepaid expenses and other current assets | (331) | (4,621) |
Accounts payable and accrued liabilities | (7,922) | (12,507) |
Customer and other deposits | 1,595 | 100 |
Changes in Non-Cash Working Capital, Net of Business Sold, Total | 20,654 | 4,801 |
Non-Cash Investing and Financing Activities | ||
Right-of-use assets obtained in exchange for lease liabilities Operating leases | 77 | 0 |
Dividends payable in kind on Series A Preferred Stock | 1,700 | 0 |
Accrued cash dividends payable on Series A Preferred Stock | $ 0 | $ 1,700 |
Segmented Information (Disclosu
Segmented Information (Disclosure of Segment Revenues and Operating Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Segment revenues from external customers | $ 335,949 | $ 305,275 |
Segment operating income (loss) | 17,265 | 3,466 |
Other income, net | 1,298 | 43,512 |
Interest expense, net | (8,280) | (8,739) |
Earnings before income taxes | 4,477 | 35,093 |
Global Ingredients [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Segment revenues from external customers | 128,352 | 134,842 |
Segment operating income (loss) | 8,114 | 6,543 |
Plant-Based Foods And Beverages [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Segment revenues from external customers | 106,242 | 81,276 |
Segment operating income (loss) | 13,853 | 2,528 |
Fruit-Based Foods And Beverages [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Segment revenues from external customers | 101,355 | 89,157 |
Segment operating income (loss) | (4,702) | (5,605) |
Corporate Services [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Segment operating income (loss) | $ (5,806) | $ (3,146) |
Segmented Information (Disclo_2
Segmented Information (Disclosure of Segment Depreciation and Amortization) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total depreciation and amortization | $ 8,922 | $ 8,302 |
Global Ingredients [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total depreciation and amortization | 1,197 | 1,469 |
Plant-Based Foods And Beverages [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total depreciation and amortization | 2,368 | 1,477 |
Fruit-Based Foods And Beverages [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total depreciation and amortization | 4,136 | 4,228 |
Total Segment [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total depreciation and amortization | 7,701 | 7,174 |
Corporate Segment [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total depreciation and amortization | $ 1,221 | $ 1,128 |