Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 26, 2020 | Oct. 28, 2020 | |
Entity Registrant Name | SUNOPTA INC. | |
Entity Central Index Key | 0000351834 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 26, 2020 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --01-02 | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Entity Common Stock, Shares Outstanding | 89,937,726 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Amendment Flag | false | |
Entity Shell Company | false | |
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 | |
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 ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Income Statement [Abstract] | ||||
Revenues | $ 314,981 | $ 295,941 | $ 961,874 | $ 894,220 |
Cost of goods sold | 273,102 | 269,616 | 836,583 | 812,362 |
Gross profit | 41,879 | 26,325 | 125,291 | 81,858 |
Selling, general and administrative expenses | 29,278 | 27,674 | 84,783 | 81,184 |
Intangible asset amortization | 2,543 | 2,768 | 7,869 | 8,202 |
Other expense (income), net | 1,030 | 3,323 | (601) | (39,744) |
Foreign exchange loss (gain) | 679 | (590) | 2,969 | (1,784) |
Earnings (loss) before the following | 8,349 | (6,850) | 30,271 | 34,000 |
Interest expense, net | 8,017 | 8,864 | 24,233 | 25,857 |
Earnings (loss) before income taxes | 332 | (15,714) | 6,038 | 8,143 |
Provision for (recovery of) income taxes | 41 | (3,935) | 1,623 | 3,239 |
Net earnings (loss) | 291 | (11,779) | 4,415 | 4,904 |
Earnings (loss) attributable to non-controlling interests | 202 | (30) | (42) | 59 |
Earnings (loss) attributable to SunOpta Inc. | 89 | (11,749) | 4,457 | 4,845 |
Dividends and accretion on preferred stock | (2,844) | (2,009) | (7,473) | (6,005) |
Loss attributable to common shareholders | $ (2,755) | $ (13,758) | $ (3,016) | $ (1,160) |
Loss per share | ||||
Basic (in dollars per share) | $ (0.03) | $ (0.16) | $ (0.03) | $ (0.01) |
Diluted (in dollars per share) | $ (0.03) | $ (0.16) | $ (0.03) | $ (0.01) |
Weighted-average common shares outstanding (000s) | ||||
Basic | 89,635 | 87,928 | 88,962 | 87,695 |
Diluted | 89,635 | 87,928 | 88,962 | 87,695 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Earnings - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings (loss) | $ 291 | $ (11,779) | $ 4,415 | $ 4,904 |
Currency translation adjustment | 875 | (1,265) | 976 | (2,104) |
Comprehensive earnings (loss) | 1,166 | (13,044) | 5,391 | 2,800 |
Comprehensive earnings (loss) attributable to non-controlling interests | 184 | (20) | (67) | 71 |
Comprehensive earnings (loss) attributable to SunOpta Inc. | $ 982 | $ (13,024) | $ 5,458 | $ 2,729 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 26, 2020 | Dec. 28, 2019 |
Current assets | ||
Cash and cash equivalents | $ 938 | $ 1,498 |
Accounts receivable, net of allowance for credit losses of $1,891 and $1,386, respectively | 138,968 | 121,445 |
Inventories | 310,344 | 323,546 |
Prepaid expenses and other current assets | 30,112 | 35,985 |
Income taxes recoverable | 8,409 | 7,480 |
Total current assets | 488,771 | 489,954 |
Property, plant and equipment | 194,141 | 184,550 |
Operating lease right-of-use assets | 61,071 | 68,433 |
Goodwill | 28,799 | 28,422 |
Intangible assets | 142,136 | 150,009 |
Deferred income taxes | 3,650 | |
Other assets | 2,794 | 1,991 |
Total assets | 921,362 | 923,359 |
Current liabilities | ||
Bank indebtedness | 199,908 | 245,536 |
Accounts payable and accrued liabilities | 144,477 | 133,529 |
Customer and other deposits | 98 | 37 |
Income taxes payable | 753 | 1,272 |
Other current liabilities | 733 | 802 |
Current portion of long-term debt | 3,292 | 2,987 |
Current portion of operating lease liabilities | 15,593 | 17,215 |
Current portion of long-term liabilities | 600 | 4,286 |
Total current liabilities | 365,454 | 405,664 |
Long-term debt | 240,582 | 242,204 |
Operating lease liabilities | 45,984 | 52,020 |
Long-term liabilities | 1,929 | 2,011 |
Deferred income taxes | 18,188 | 9,027 |
Total liabilities | 672,137 | 710,926 |
SunOpta Inc. shareholders' equity | ||
Common shares, no par value, unlimited shares authorized, 89,893,515 shares issued (December 28, 2019 - 88,089,733) | 325,471 | 318,456 |
Additional paid-in capital | 35,726 | 35,767 |
Accumulated deficit | (217,947) | (214,931) |
Accumulated other comprehensive loss | (10,270) | (11,271) |
Stockholders' Equity Attributable to Parent, Total | 132,980 | 128,021 |
Non-controlling interests | 1,822 | 1,888 |
Total equity | 134,802 | 129,909 |
Total equity and liabilities | 921,362 | 923,359 |
Series A Preferred Stock [Member] | ||
Temporary equity | ||
Preferred Stock | 86,956 | $ 82,524 |
Series B Preferred Stock [Member] | ||
Temporary equity | ||
Preferred Stock | $ 27,467 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parentheticals) - USD ($) $ / shares in Thousands, $ in Thousands | Sep. 26, 2020 | Dec. 28, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 1,891 | $ 1,386 |
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock Shares Issued | 89,893,515 | 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 | $ 399 | 399 | ||||
Employee stock purchase plan (in shares) | 153 | |||||
Stock incentive plan | $ 3,440 | (3,026) | 414 | |||
Stock incentive plan (in shares) | 424 | |||||
Withholding taxes on stock-based awards | (384) | (384) | ||||
Stock-based compensation | 5,393 | 5,393 | ||||
Dividends on preferred stock | (5,100) | (5,100) | ||||
Accretion on preferred stock | (905) | (905) | ||||
Net earnings (loss) | 4,845 | 59 | 4,904 | |||
Currency translation adjustment | (2,116) | 12 | (2,104) | |||
Capital contribution to majority-owned subsidiary | 271 | 271 | ||||
Dividend paid by subsidiary to non-controlling interest | (31) | (31) | ||||
Balance at Sep. 28, 2019 | $ 318,196 | 33,779 | (207,311) | (11,783) | 1,815 | 134,696 |
Balance (in shares) at Sep. 28, 2019 | 88,000 | |||||
Balance at Jun. 29, 2019 | $ 317,735 | 31,518 | (193,553) | (10,508) | 1,798 | 146,990 |
Balance (in shares) at Jun. 29, 2019 | 87,857 | |||||
Employee stock purchase plan | $ 114 | 114 | ||||
Employee stock purchase plan (in shares) | 57 | |||||
Stock incentive plan | $ 347 | (295) | 52 | |||
Stock incentive plan (in shares) | 86 | |||||
Withholding taxes on stock-based awards | (2) | (2) | ||||
Stock-based compensation | 2,558 | 2,558 | ||||
Dividends on preferred stock | (1,700) | (1,700) | ||||
Accretion on preferred stock | (309) | (309) | ||||
Net earnings (loss) | (11,749) | (30) | (11,779) | |||
Currency translation adjustment | (1,275) | 10 | (1,265) | |||
Capital contribution to majority-owned subsidiary | 68 | 68 | ||||
Dividend paid by subsidiary to non-controlling interest | (31) | (31) | ||||
Balance at Sep. 28, 2019 | $ 318,196 | 33,779 | (207,311) | (11,783) | 1,815 | 134,696 |
Balance (in shares) at Sep. 28, 2019 | 88,000 | |||||
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 | $ 344 | 344 | ||||
Employee stock purchase plan (in shares) | 99 | |||||
Stock incentive plan | $ 6,671 | (5,580) | 1,091 | |||
Stock incentive plan (in shares) | 1,705 | |||||
Withholding taxes on stock-based awards | (2,376) | (2,376) | ||||
Stock-based compensation | 7,915 | 7,915 | ||||
Dividends on preferred stock | (6,259) | (6,259) | ||||
Accretion on preferred stock | (1,214) | (1,214) | ||||
Net earnings (loss) | 4,457 | (42) | 4,415 | |||
Currency translation adjustment | 1,001 | (25) | 976 | |||
Capital contribution to majority-owned subsidiary | 67 | 67 | ||||
Dividend paid by subsidiary to non-controlling interest | (66) | (66) | ||||
Balance at Sep. 26, 2020 | $ 325,471 | 35,726 | (217,947) | (10,270) | 1,822 | 134,802 |
Balance (in shares) at Sep. 26, 2020 | 89,894 | |||||
Balance at Jun. 27, 2020 | $ 323,412 | 34,610 | (215,192) | (11,163) | 1,637 | 133,304 |
Balance (in shares) at Jun. 27, 2020 | 89,403 | |||||
Employee stock purchase plan | $ 149 | 149 | ||||
Employee stock purchase plan (in shares) | 26 | |||||
Stock incentive plan | $ 1,910 | (1,195) | 715 | |||
Stock incentive plan (in shares) | 465 | |||||
Withholding taxes on stock-based awards | (1,225) | (1,225) | ||||
Stock-based compensation | 3,536 | 3,536 | ||||
Dividends on preferred stock | (2,378) | (2,378) | ||||
Accretion on preferred stock | (466) | (466) | ||||
Net earnings (loss) | 89 | 202 | 291 | |||
Currency translation adjustment | 893 | (18) | 875 | |||
Capital contribution to majority-owned subsidiary | 67 | 67 | ||||
Dividend paid by subsidiary to non-controlling interest | (66) | (66) | ||||
Balance at Sep. 26, 2020 | $ 325,471 | $ 35,726 | $ (217,947) | $ (10,270) | $ 1,822 | $ 134,802 |
Balance (in shares) at Sep. 26, 2020 | 89,894 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Operating activities | ||||
Net earnings (loss) | $ 291 | $ (11,779) | $ 4,415 | $ 4,904 |
Items not affecting cash: | ||||
Depreciation and amortization | 8,669 | 8,517 | 26,342 | 25,005 |
Amortization of debt issuance costs | 1,019 | 683 | 3,023 | 2,022 |
Deferred income taxes | 2,293 | (2,732) | 5,511 | 2,239 |
Stock-based compensation | 3,536 | 2,558 | 7,915 | 5,393 |
Unrealized loss on derivative contracts | 629 | 865 | 779 | 577 |
Gain on settlement of contingent consideration obligation | 0 | 0 | (2,286) | 0 |
Loss (gain) on sale of business | 0 | 1,109 | 0 | (44,269) |
Other | 219 | 26 | 118 | (108) |
Changes in non-cash working capital, net of businesses acquired or sold | 3,505 | 5,042 | 11,758 | (22,146) |
Net cash flows from operating activities | 20,161 | 4,289 | 57,575 | (26,383) |
Investing activities | ||||
Purchases of property, plant and equipment | (11,842) | (7,592) | (27,901) | (24,907) |
Net proceeds from sale of business | (3) | 64,672 | ||
Acquisition of business, net of cash acquired | (3,341) | |||
Other | 67 | 108 | ||
Net cash flows from investing activities | (11,775) | (7,595) | (27,793) | 36,424 |
Financing activities | ||||
Increase (decrease) under line of credit facilities | (7,549) | 4,603 | (48,560) | (6,691) |
Borrowings under long-term debt | 565 | 155 | 2,441 | |
Repayment of long-term debt | (809) | (556) | (2,150) | (1,913) |
Payment of debt issuance costs | (3) | (2,491) | (395) | |
Proceeds on issuance of preferred stock, net of issuance costs | 26,804 | |||
Payment of cash dividends on preferred stock | (1,700) | (1,700) | (5,100) | |
Proceeds from the exercise of stock options and employee share purchases | 864 | 166 | 1,435 | 813 |
Payment of withholding taxes on stock-based awards | (1,225) | (2) | (2,376) | (384) |
Payment of contingent consideration | (300) | (1,400) | ||
Dividend paid by subsidiary to non-controlling interest | (66) | (31) | (66) | (31) |
Other | (5) | (4) | 211 | |
Net cash flows from financing activities | (9,088) | 3,040 | (30,353) | (11,049) |
Foreign exchange gain (loss) on cash held in a foreign currency | 15 | (55) | 11 | (63) |
Decrease in cash and cash equivalents in the period | (687) | (321) | (560) | (1,071) |
Cash and cash equivalents - beginning of the period | 1,625 | 2,530 | 1,498 | 3,280 |
Cash and cash equivalents - end of the period | $ 938 | $ 2,209 | $ 938 | $ 2,209 |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 26, 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 and three quarters ended September 26, 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 14, 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 and three quarters ended September 28, 2019 has been restated to reflect the new segment reporting structure. Fiscal Year The fiscal year of the Company consists o 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 | 9 Months Ended |
Sep. 26, 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 Three quarters ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 $ $ $ $ Global Ingredients Organic and non-GMO ingredients 101,889 95,320 311,805 303,142 Premium juice 21,433 18,036 66,412 55,602 Soy and corn (see note 3) — — — 10,346 Total Global Ingredients 123,322 113,356 378,217 369,090 Plant-Based Foods and Beverages Beverages and broths 80,974 72,873 236,195 198,691 Plant-based ingredients 6,828 6,403 19,024 16,920 Sunflower and roasted snacks 11,236 12,535 41,766 39,416 Total Plant-Based Foods and Beverages 99,038 91,811 296,985 255,027 Fruit-Based Foods and Beverages Frozen fruit 68,692 67,384 218,978 198,528 Fruit-based ingredients 11,015 12,189 30,853 36,445 Fruit snacks 12,914 11,201 36,841 35,130 Total Fruit-Based Foods and Beverages 92,621 90,774 286,672 270,103 Total revenues 314,981 295,941 961,874 894,220 |
Sale of Soy and Corn Business
Sale of Soy and Corn Business | 9 Months Ended |
Sep. 26, 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. For the three quarters ended September 28, 2019, the Company recognized a net gain on sale of the soy and corn business of $44.3 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 | 9 Months Ended |
Sep. 26, 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 three quarters 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 three quarters of 2019, actions taken under the Value Creation Plan related to the sale of the soy and corn business, a workforce reduction affecting approximately 30 employees, and transitions of the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"). The following table summarizes costs incurred by type under the Value Creation Plan for the three quarters ended September 26, 2020 and September 28, 2019: Employee Asset recruitment, impairments retention and and facility termination Professional closure costs costs fees Total $ $ $ $ September 26, 2020 Balance payable, December 28, 2019 (1) 201 4,026 — 4,227 Costs incurred and charged to expense 365 1,524 1,574 3,463 Cash payments, net (438 ) (5,690 ) (1,574 ) (7,702 ) Non-cash adjustments (78 ) 894 — 816 Balance payable, September 26, 2020 (1) 50 754 — 804 September 28, 2019 Balance payable, December 29, 2018 477 436 — 913 Costs incurred and charged to expense 308 7,098 964 8,370 Cash payments, net (533 ) (6,220 ) (901 ) (7,654 ) Non-cash adjustments — 2,872 — 2,872 Balance payable, September 28, 2019 252 4,186 63 4,501 (1) The following table summarizes costs incurred since the inception of the Value Creation Plan in 2016 to September 26, 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 35,325 24,493 23,906 83,724 Cash payments, net (10,700 ) (29,187 ) (23,906 ) (63,793 ) Non-cash adjustments (24,575 ) 5,448 — (19,127 ) Balance payable, September 26, 2020 50 754 — 804 For the quarters and three quarters ended September 26, 2020 and September 28, 2019, costs incurred and charged to expense were recorded in the consolidated statement of operations as follows: Quarter ended Three quarters ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 $ $ $ $ Selling, general and administrative expenses (1) 935 1,615 2,434 2,772 Other expense (2) 54 3,222 1,029 5,598 989 4,837 3,463 8,370 (1) Professional fees and employee retention, recruitment and relocation costs recorded in selling general and administrative expenses were allocated to Corporate Services. (2) nil nil nil nil |
Derivative Financial Instrument
Derivative Financial Instruments and Fair Value Measurements | 9 Months Ended |
Sep. 26, 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 September 26, 2020 and December 28, 2019: September 26, 2020 Fair value asset (liability) Level 1 Level 2 Level 3 $ $ $ $ Commodity futures contracts (1) Unrealized short-term derivative liability (495 ) (495 ) — — Forward foreign currency contracts (2) Not designated as hedging instruments (670 ) — (670 ) — 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 part of its risk management strategy, the Company enters into exchange-traded commodity futures to limit the risk related to fluctuations in the price for certain 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 September 26, 2020, the Company recognized an unrealized loss of $0.6 million (September 28, 2019 - unrealized loss of $0.9 million), and for the three quarters ended September 26, 2020, the Company recognized an unrealized loss of $0.8 million (September 28, 2019 - unrealized loss of $0.6 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 September 26, 2020, the Company had net open futures contracts to sell 5,810 metric tons ("MT") of cocoa (December 28, 2019 - to sell 3,210 MT of cocoa), and no open contracts to buy or sell coffee (December 28, 2019 - to sell 306 MT of coffee). (2) 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 September 26, 2020, the Company had open forward foreign exchange contracts to sell euros to buy U.S. dollars with a notional value of €22.3 million ($25.4 million), to sell British pounds to buy euros with a notional value of £0.2 million (€0.2 million), and to sell Swiss francs to buy U.S. dollars with a notional value of CHF 3.0 million ($3.1 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 September 26, 2020, the Company recognized an unrealized loss of $0.6 million (September 28, 2019 - unrealized gain of $0.1 million), and for the three quarters ended September 26, 2020, the Company recognized an unrealized loss of $0.6 million (September 28, 2019 - unrealized loss of $0.3 million), related to changes in the fair value of these open contracts. Unrealized gains and losses on these contracts are included in accounts receivable and accounts payable, respectively, on the consolidated balance sheets. In April 2020, the Company entered into a combination of foreign currency put and call option contracts (a zero-cost collar) to hedge its exposure to fluctuations in the Mexican peso related to purchases of fruit inventory from Mexico. The aggregate notional amount of these contracts was $21.5 million at inception, which reduces to zero through December 2020, with contracts in the notional amount of $5.8 million remaining open as at September 26, 2020. This collar has a ceiling rate of 25.23 Mexican pesos to the U.S. dollar and a floor rate of 23.50 Mexican pesos to the U.S. dollar. In September 2020, the Company entered into additional put and call option contracts with an aggregate notional amount of $11.8 million at inception, which reduces to zero between January 2021 and July 2021. This collar has a ceiling rate of 24.00 Mexican pesos to the U.S. dollar and a floor rate of 21.14 Mexican pesos to the U.S. dollar. If the spot rate is between the ceiling and floor rates on the date of maturity of each of the contracts, then the Company does not recognize any gain or loss under these contracts. If the spot rate goes below the floor rate of the collar, the Company will recognize a foreign exchange gain, and if the spot rate goes above the ceiling rate of the collar, the Company will recognize a foreign exchange loss. For the quarter and three quarters ended September 26, 2020, the Company did not recognize any amount of unrealized gain or loss on the open contracts. |
Inventories
Inventories | 9 Months Ended |
Sep. 26, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories [Text Block] | 6. Inventories September 26, December 28, $ $ Raw materials and work-in-process 238,198 259,658 Finished goods 82,940 75,112 Inventory reserves (10,794 ) (11,224 ) 310,344 323,546 |
Bank Indebtedness and Long-Term
Bank Indebtedness and Long-Term Debt | 9 Months Ended |
Sep. 26, 2020 | |
Debt Disclosure [Abstract] | |
Bank Indebtedness and Long-Term Debt [Text Block] | 7. Bank Indebtedness and Long-Term Debt September 26, December 28, 2020 2019 $ $ Bank Indebtedness Global Credit Facility (1) 199,654 241,666 Bulgarian credit facility (2) 254 3,870 199,908 245,536 Long-Term Debt Senior Secured Second Lien Notes, net of unamortized debt issuance costs of $3,964 (December 28, 2019 - $5,094) (3) 219,534 218,404 Finance lease liabilities (4) 14,518 16,223 Asset-backed term loan 4,173 4,386 Other 5,649 6,178 243,874 245,191 Less: current portion 3,292 2,987 240,582 242,204 (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. In September 2017 and October 2018, the Global Credit Facility was amended to add an additional U.S. asset-based credit subfacility (the "U.S. Subfacility") in the aggregate principal amount of $20.0 million, which was fully repaid through quarterly amortization payments of $3.33 million commencing on March 31, 2019 and ending on June 30, 2020. Amounts repaid under the U.S. Subfacility may not be borrowed again. Interest on the U.S. Subfacility was based on various reference rates plus an applicable margin 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 September 26, 2020, the weighted-average interest rate on all borrowings under the Global Credit Facility was 2.84%. 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) Bulgarian credit facility Borrowings under this €6.0 million revolving credit facility are used to cover the working capital needs of the Bulgarian operations of The Organic Corporation B.V. ("TOC"), a wholly-owned subsidiary of the Company, 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%. The maturity date for this annual facility is April 30, 2021. (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 September 26, 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. At any time between October 9, 2020 and October 8, 2021, SunOpta Foods may redeem the Notes, in whole or in part, at a redemption price equal to 102.375%, 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, 2020. 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 September 26, 2020, the estimated fair value of the outstanding Notes was approximately $228 million, based on quoted prices of the most recent over-the-counter transactions (level 2). (4) Finance lease obligations The Company has commitments under certain master lease agreements that provide for up to approximately $35 million of financing in the aggregate related to the addition of new plant-based beverage and ingredient extraction processing and packaging equipment. As at September 26, 2020, the related finance leases had not commenced, and no amount of right-of-use assets, or lease liabilities, were recognized on the consolidated balance sheet as of that date. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 26, 2020 | |
Temporary Equity [Abstract] | |
Preferred Stock [Text Block] | 8. Preferred Stock 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 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 through charges to accumulated deficit over the period preceding October 7, 2021. For the quarter and three quarters ended September 26, 2020, these accretion charges amounted to $0.3 million (September 28, 2019 - $0.3 million) and $1.0 million (September 28, 2019 - $0.9 million), 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 an initial stated value and liquidation preference of $1,000 per share, as adjusted for non-cash dividends declared on the Series A Preferred Stock (the "Series A Liquidation Preference"). Cumulative preferred dividends accrue daily on the Series A Preferred Stock at an annualized rate of 8.0% of the Series A 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 Series A Liquidation Preference. After October 5, 2025, the failure to pay dividends in cash will be an event of non-compliance. 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 and second quarters of 2020, SunOpta Foods elected to declare dividends on the Series A Preferred Stock to be paid in kind and, as a result, the aggregate Series A Liquidation Preference increased by $3.4 million to $88.4 million. For the third quarter of 2020, the Company accrued unpaid dividends of $1.8 million on the Series A Preferred Stock, which were recorded in accounts payable and accrued liabilities on the consolidated balance sheet as at September 26, 2020. 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 Series A Liquidation Preference divided by the Series A exchange price (such price, the "Series A Exchange Price" and such quotients, the "Series A Exchange Rate"). 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 below), the Series A Exchange Price was reduced from $7.50 to $7.00. As at September 26, 2020 and December 28, 2019, the aggregate shares of Series A Preferred Stock outstanding were exchangeable into 12,633,429 and 11,333,333 Common Shares, respectively. 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 Series A Liquidation Preference 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 September 26, 2020 and December 28, 2019, 12,633,429 and 11,333,333 Special Shares, Series 1 were issued and outstanding. 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 owns or controls 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. 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. In connection with the issuance of the Series B-1 Preferred Stock, the Company incurred direct and incremental expenses of $3.2 million, which reduced the carrying value of the Series B-1 Preferred Stock. The carrying value of the Series B-1 Preferred Stock is being accreted through charges to accumulated deficit over the period preceding April 24, 2025. For the quarter and three quarters ended September 26, 2020, this accretion charge amounted to $0.1 million and $0.2 million, respectively. The Series B-1 Preferred Stock has an initial stated value and liquidation preference of $1,000 per share, as adjusted for non-cash dividends declared on the Series B-1 Preferred Stock (the "Series B-1 Liquidation Preference"). Cumulative preferred dividends accrue daily on the Series B-1 Preferred Stock at an annualized rate of 8.0% of the Series B-1 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 Series B-1 Liquidation Preference. The failure to pay dividends in cash for any quarter ending after September 30, 2029 will be an event of non-compliance. For the second quarter of 2020, SunOpta Foods elected to declare dividends on the Series B-1 Preferred Stock to be paid in kind and, as a result, the aggregate Series B-1 Liquidation Preference increased by $0.4 million to $30.4 million. For the third quarter of 2020, the Company accrued unpaid dividends of $0.6 million on the Series B-1 Preferred Stock, which were recorded in accounts payable and accrued liabilities on the consolidated balance sheet as at September 26, 2020. 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 Series B 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 September 26, 2020, the aggregate shares of Series B-1 Preferred Stock outstanding were exchangeable into 12,178,667 Common Shares. The Series B-1 Exchange Price is subject to certain anti-dilution adjustments, including a weighted-average adjustment for issuances of Common Shares below the Series B-1 Exchange Price, provided that the Series B-1 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 Series B-1 Liquidation Preference at such time, plus accrued and unpaid dividends. 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. As at September 26, 2020, 6,089,333 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. Prior to July 15, 2020, the Company had the right 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. The Company elected not to exercise this option, and no shares of Series B-2 Preferred Stock have been issued. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 26, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation [Text Block] | 9. Stock-Based Compensation Short-Term Incentive Plan On April 12, 2020, the Company issued 773,875 Common Shares, net of 368,938 Common Shares withheld for taxes, in connection with the vesting of outstanding performance share units ("PSUs") previously granted to certain employees under the Company's 2019 Short-Term Incentive Plan. On April 22, 2020, the Company granted a total of 1,827,435 PSUs to certain employees of the Company under its 2020 Short-Term Incentive Plan. On June 30, 2020, the Company granted an additional total of 876,181 PSUs to certain other employees of the Company under the 2020 Short-Term Incentive Plan. The vesting date and conditions of these PSUs are the same as the PSUs above granted on April 22, 2020. The aggregate grant-date fair value of these PSUs was estimated to be $4.1 million based on a closing price of $4.70 for the Common Shares on the date of grant. The compensation cost related to these PSUs will be recognized over the requisite service period through April 22, 2021, based on the number of PSUs that are expected to vest. For the quarter ended September 26, 2020, the Company recognized compensation expense of $1.2 million related to the number of these PSUs expected to vest, and the remaining compensation cost related to these PSUs not yet recognized as an expense was determined to be $2.9 million as at September 26, 2020. Long-Term Incentive Plan On July 10, 2020, the Company granted 486,919 stock options to selected employees. These stock options vest ratably on each of the first through third anniversaries of the grant date and expire on the tenth anniversary of the grant date. The weighted-average grant-date fair value of the stock options was estimated to be $2.56. The following table summarizes the weighted-average assumptions used in the Black-Scholes option-pricing model to determine the fair value of the stock options granted: Grant-date stock price $ 4.73 Exercise price $ 4.73 Dividend yield 0% Expected volatility (1) 59.9% Risk-free interest rate (2) 0.4% Expected life of options (in years) (3) 6.0 (1) (2) (3) one The aggregate grant-date fair value of stock options awarded to these employees was $1.2 million, which will be recognized on a straight-line basis over the three-year vesting period. On July 10, 2020, the Company also granted 254,487 PSUs and 130,080 restricted stock units ("RSUs") to these employees. The vesting of the PSUs is subject to the Company achieving predetermined measures of adjusted earnings before interest, taxes, depreciation and amortization for fiscal years ending 2020 through 2022. The RSUs vest ratably on each of the first through third anniversaries of the grant date. Each vested PSU and RSU will entitle the employee to receive one common share of the Company without payment of additional consideration. The grant-date fair value of each of the PSUs and RSUs was estimated to be $4.91 based on the closing price of the Common Shares on the date of grant. The aggregate grant-date fair values of the PSUs and RSUs were $1.2 million and $0.6 million, respectively. The compensation cost related to the PSUs will be recognized on a straight-line basis over the performance period ending December 31, 2022, based on the number of PSUs that are expected to vest. The compensation cost related to the RSUs will be recognized on a straight-line basis over the three-year vesting period. |
Other Expense (Income), Net
Other Expense (Income), Net | 9 Months Ended |
Sep. 26, 2020 | |
Other Income and Expenses [Abstract] | |
Other Expense (Income), Net [Text Block] | 10. Other Expense (Income), Net The components of other expense (income) were as follows: Quarter ended Three quarters ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 $ $ $ $ Contingent consideration (1) — — (2,286 ) — Product withdrawal and recall costs (2) — — (322 ) 260 Settlement loss (gain), net (3) 721 (1,332 ) 721 (1,839 ) Employee termination and recruitment costs (4) 54 3,222 664 5,290 Facility closure costs (5) — — 365 308 Loss (gain) on sale of soy and corn business (see note 3) — 1,109 — (44,269 ) Other 255 324 257 506 1,030 3,323 (601 ) (39,744 ) (1) For the three quarters ended September 26, 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. On May 5, 2020, the parties agreed to settle the obligation for $2.0 million, of which $1.0 million was paid at the time of settlement and the remainder is being paid over the subsequent 10 months. As at September 26, 2020, the remaining $0.6 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 three quarters ended September 28, 2019, expense represents product withdrawal and recall costs that were not eligible for reimbursement under the Company's insurance policies or exceeded the limits of those policies, including certain costs related to the recall of certain sunflower products in 2016. (3) For the quarter and three quarters ended September 26, 2020, the Company recognized a $2.4 million loss on the settlement of a customer claim related to the 2016 sunflower product recall (see note 13), which included a cash settlement payment of $4.4 million, partially offset by the receipt of related insurance proceeds. In addition, the Company recognized a $1.7 million gain on the settlement of an unrelated legal matter. For the quarter and three quarters ended September 28, 2019, the Company recognized gains resulting from settlements related to a legal matter and a project cancellation. (4) For the quarter and three quarters ended September 26, 2020, expense represents severance benefits of $0.1 million and $1.6 million, respectively, for employees terminated in connection with the consolidation of the Company's corporate office functions and other headcount reductions under the Value Creation Plan. For the three quarters ended, severance benefits were offset by the reversal of $0.9 million of previously recognized stock-based compensation expense related to forfeited awards previously granted to terminated employees. For the quarter and three quarters ended September 28, 2019, expense represents severance benefits of $3.4 million and $6.9 million, respectively, for employees terminated in connection with the Value Creation Plan, including the Company's former CEO and CFO, partially offset by the reversal of $0.8 million and $2.9 million, respectively, of previously recognized stock-based compensation expense related to forfeited awards previously granted to those employees. In addition, expenses include recruitment and relocation costs related to the Company's CEO and CFO transitions. (5) For the three quarters ended September 26, 2020, expense relates to the costs to close an organic ingredient warehousing facility located in China. For the three quarters ended September 28, 2019, expense includes the costs to dismantle and move equipment from a former soy extraction facility located in Heuvelton, New York, which was sold in April 2019. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 26, 2020 | |
Earnings Per Share [Abstract] | |
Loss Per Share [Text Block] | 11. Loss Per Share Basic and diluted loss per share were calculated as follows (shares in thousands): Quarter ended Three quarters ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Basic Loss Per Share Numerator for basic earnings (loss) per share Earnings (loss) attributable to SunOpta Inc. $89 $(11,749) $4,457 $4,845 Less: dividends and accretion on Series A Preferred Stock (2,110) (2,009) (6,201) (6,005) Less: dividends and accretion on Series B Preferred Stock (734) — (1,272) — Loss attributable to common shareholders $(2,755) $(13,758) $(3,016) $(1,160) Denominator for basic earnings (loss) per share Basic weighted-average number of shares outstanding 89,635 87,928 88,962 87,695 Basic loss per share $(0.03) $(0.16) $(0.03) $(0.01) Diluted Loss Per Share Numerator for diluted earnings (loss) per share Earnings (loss) attributable to SunOpta Inc. $ 89 $ (11,749 ) $ 4,457 $ 4,845 Less: dividends and accretion on Series A Preferred Stock (2,110 ) (2,009 ) (6,201 ) (6,005 ) Less: dividends and accretion on Series B Preferred Stock (734 ) — (1,272 ) — Loss attributable to common shareholders $ (2,755 ) $ (13,758 ) $ (3,016 ) $ (1,160 ) Denominator for diluted loss per share Basic weighted-average number of shares outstanding 89,635 87,928 88,962 87,695 Dilutive effect of the following: Stock options and restricted stock units (1) — — — — Series B Preferred Stock (2) — — — — Series A Preferred Stock (3) — — — — Diluted weighted-average number of shares outstanding 89,635 87,928 88,962 87,695 Diluted loss per share $ (0.03 ) $ (0.16 ) $ (0.03 ) $ (0.01 ) (1) For the quarter and three quarters ended September 26, 2020, stock options and restricted stock units to purchase or receive 1,360,975 (September 28, 2019 - 59,981) and 975,742 (September 28, 2019 - 105,486) Common Shares, respectively, were excluded from the calculation of diluted loss per share due to their anti-dilutive effect of reducing the loss per share. In addition, for the quarter and three quarters ended September 26, 2020, stock options to purchase 1,767,856 (September 28, 2019 - 4,248,761) and 3,286,487 (September 28, 2019 - 3,318,583) Common Shares, respectively, were anti-dilutive because the exercise prices of these options were greater than the average market price. (2) (3) |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 26, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information [Text Block] | 12. Supplemental Cash Flow Information Quarter ended Three quarters ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 $ $ $ $ Changes in Non-Cash Working Capital, Net of Accounts receivable (13,822 ) (7,822 ) (16,799 ) (2,086 ) Inventories 10,187 28,722 15,433 (1,499 ) Income tax recoverable/payable (3,606 ) (963 ) (1,448 ) (1,811 ) Prepaid expenses and other current assets (2,451 ) (1,856 ) 4,726 (9,827 ) Accounts payable and accrued liabilities 13,265 (12,556 ) 9,785 (5,715 ) Customer and other deposits (68 ) (483 ) 61 (1,208 ) 3,505 5,042 11,758 (22,146 ) Non-Cash Investing and Financing Activities Operating lease right-of-use assets obtained in exchange for operating lease liabilities 1,782 — 1,975 — Accrued dividends on preferred stock 2,378 1,700 2,378 1,700 Dividend paid in kind on preferred stock 2,181 — 3,881 — |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 26, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies [Text Block] | 13. 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. ("TreeHouse") 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 alleged 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 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 | 9 Months Ended |
Sep. 26, 2020 | |
Segment Reporting [Abstract] | |
Segmented Information [Text Block] | 14. 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 and three quarters ended September 26, 2020 and September 28, 2019 were as follows: Quarter ended September 26, 2020 Plant-Based Fruit-Based Global Foods and Foods and Ingredients Beverages Beverages Consolidated $ $ $ $ Segment revenues from external customers 123,322 99,038 92,621 314,981 Segment operating income (loss) 5,851 13,119 (1,788 ) 17,182 Corporate Services (7,803 ) Other expense, net (see note 10) (1,030 ) Interest expense, net (8,017 ) Earnings before income taxes 332 Quarter ended September 28, 2019 Plant-Based Fruit-Based Global Foods and Foods and Ingredients Beverages Beverages Consolidated $ $ $ $ Segment revenues from external customers 113,356 91,811 90,774 295,941 Segment operating income (loss) 3,400 8,707 (10,639 ) 1,468 Corporate Services (4,995 ) Other expense, net (see note 10) (3,323 ) Interest expense, net (8,864 ) Loss before income taxes (15,714 ) Three quarters ended September 26, 2020 Plant-Based Fruit-Based Global Foods and Foods and Ingredients Beverages Beverages Consolidated $ $ $ $ Segment revenues from external customers 378,217 296,985 286,672 961,874 Segment operating income (loss) 22,003 37,456 (8,506 ) 50,953 Corporate Services (21,283 ) Other income, net (see note 10) 601 Interest expense, net (24,233 ) Earnings before income taxes 6,038 Three quarters ended September 28, 2019 Plant-Based Fruit-Based Global Foods and Foods and Ingredients Beverages Beverages Consolidated $ $ $ $ Segment revenues from external customers 369,090 255,027 270,103 894,220 Segment operating income (loss) 13,610 15,731 (22,204 ) 7,137 Corporate Services (12,881 ) Other income, net (see note 10) 39,744 Interest expense, net (25,857 ) Earnings before income taxes 8,143 Segment Depreciation and Amortization Depreciation and amortization by reportable segment for the quarters and three quarters ended September 26, 2020 and September 28, 2019 was as follows: Quarter ended Three quarters ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 $ $ $ $ Global Ingredients 1,156 1,339 3,449 4,145 Plant-Based Foods and Beverages 2,371 1,928 7,119 4,931 Fruit-Based Foods and Beverages 4,047 4,080 12,293 12,474 Total segment depreciation and amortization 7,574 7,347 22,861 21,550 Corporate Services 1,095 1,170 3,481 3,455 Total depreciation and amortization 8,669 8,517 26,342 25,005 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 26, 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 and three quarters ended September 26, 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 14, 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 and three quarters ended September 28, 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 o 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) | 9 Months Ended |
Sep. 26, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue [Table Text Block] | Quarter ended Three quarters ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 $ $ $ $ Global Ingredients Organic and non-GMO ingredients 101,889 95,320 311,805 303,142 Premium juice 21,433 18,036 66,412 55,602 Soy and corn (see note 3) — — — 10,346 Total Global Ingredients 123,322 113,356 378,217 369,090 Plant-Based Foods and Beverages Beverages and broths 80,974 72,873 236,195 198,691 Plant-based ingredients 6,828 6,403 19,024 16,920 Sunflower and roasted snacks 11,236 12,535 41,766 39,416 Total Plant-Based Foods and Beverages 99,038 91,811 296,985 255,027 Fruit-Based Foods and Beverages Frozen fruit 68,692 67,384 218,978 198,528 Fruit-based ingredients 11,015 12,189 30,853 36,445 Fruit snacks 12,914 11,201 36,841 35,130 Total Fruit-Based Foods and Beverages 92,621 90,774 286,672 270,103 Total revenues 314,981 295,941 961,874 894,220 |
Value Creation Plan (Tables)
Value Creation Plan (Tables) | 9 Months Ended |
Sep. 26, 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 $ $ $ $ September 26, 2020 Balance payable, December 28, 2019 (1) 201 4,026 — 4,227 Costs incurred and charged to expense 365 1,524 1,574 3,463 Cash payments, net (438 ) (5,690 ) (1,574 ) (7,702 ) Non-cash adjustments (78 ) 894 — 816 Balance payable, September 26, 2020 (1) 50 754 — 804 September 28, 2019 Balance payable, December 29, 2018 477 436 — 913 Costs incurred and charged to expense 308 7,098 964 8,370 Cash payments, net (533 ) (6,220 ) (901 ) (7,654 ) Non-cash adjustments — 2,872 — 2,872 Balance payable, September 28, 2019 252 4,186 63 4,501 (1) The following table summarizes costs incurred since the inception of the Value Creation Plan in 2016 to September 26, 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 35,325 24,493 23,906 83,724 Cash payments, net (10,700 ) (29,187 ) (23,906 ) (63,793 ) Non-cash adjustments (24,575 ) 5,448 — (19,127 ) Balance payable, September 26, 2020 50 754 — 804 For the quarters and three quarters ended September 26, 2020 and September 28, 2019, costs incurred and charged to expense were recorded in the consolidated statement of operations as follows: Quarter ended Three quarters ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 $ $ $ $ Selling, general and administrative expenses (1) 935 1,615 2,434 2,772 Other expense (2) 54 3,222 1,029 5,598 989 4,837 3,463 8,370 (1) Professional fees and employee retention, recruitment and relocation costs recorded in selling general and administrative expenses were allocated to Corporate Services. (2) nil nil nil nil |
Derivative Financial Instrume_2
Derivative Financial Instruments and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 26, 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] | September 26, 2020 Fair value asset (liability) Level 1 Level 2 Level 3 $ $ $ $ Commodity futures contracts (1) Unrealized short-term derivative liability (495 ) (495 ) — — Forward foreign currency contracts (2) Not designated as hedging instruments (670 ) — (670 ) — 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) | 9 Months Ended |
Sep. 26, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | September 26, December 28, $ $ Raw materials and work-in-process 238,198 259,658 Finished goods 82,940 75,112 Inventory reserves (10,794 ) (11,224 ) 310,344 323,546 |
Bank Indebtedness and Long-Te_2
Bank Indebtedness and Long-Term Debt (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Line of Credit Facilities [Table Text Block] | September 26, December 28, 2020 2019 $ $ Bank Indebtedness Global Credit Facility (1) 199,654 241,666 Bulgarian credit facility (2) 254 3,870 199,908 245,536 Long-Term Debt Senior Secured Second Lien Notes, net of unamortized debt issuance costs of $3,964 (December 28, 2019 - $5,094) (3) 219,534 218,404 Finance lease liabilities (4) 14,518 16,223 Asset-backed term loan 4,173 4,386 Other 5,649 6,178 243,874 245,191 Less: current portion 3,292 2,987 240,582 242,204 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Grant-date stock price $ 4.73 Exercise price $ 4.73 Dividend yield 0% Expected volatility (1) 59.9% Risk-free interest rate (2) 0.4% Expected life of options (in years) (3) 6.0 (1) (2) (3) one |
Other Expense (Income), Net (Ta
Other Expense (Income), Net (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | Quarter ended Three quarters ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 $ $ $ $ Contingent consideration (1) — — (2,286 ) — Product withdrawal and recall costs (2) — — (322 ) 260 Settlement loss (gain), net (3) 721 (1,332 ) 721 (1,839 ) Employee termination and recruitment costs (4) 54 3,222 664 5,290 Facility closure costs (5) — — 365 308 Loss (gain) on sale of soy and corn business (see note 3) — 1,109 — (44,269 ) Other 255 324 257 506 1,030 3,323 (601 ) (39,744 ) |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Quarter ended Three quarters ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Basic Loss Per Share Numerator for basic earnings (loss) per share Earnings (loss) attributable to SunOpta Inc. $89 $(11,749) $4,457 $4,845 Less: dividends and accretion on Series A Preferred Stock (2,110) (2,009) (6,201) (6,005) Less: dividends and accretion on Series B Preferred Stock (734) — (1,272) — Loss attributable to common shareholders $(2,755) $(13,758) $(3,016) $(1,160) Denominator for basic earnings (loss) per share Basic weighted-average number of shares outstanding 89,635 87,928 88,962 87,695 Basic loss per share $(0.03) $(0.16) $(0.03) $(0.01) Diluted Loss Per Share Numerator for diluted earnings (loss) per share Earnings (loss) attributable to SunOpta Inc. $ 89 $ (11,749 ) $ 4,457 $ 4,845 Less: dividends and accretion on Series A Preferred Stock (2,110 ) (2,009 ) (6,201 ) (6,005 ) Less: dividends and accretion on Series B Preferred Stock (734 ) — (1,272 ) — Loss attributable to common shareholders $ (2,755 ) $ (13,758 ) $ (3,016 ) $ (1,160 ) Denominator for diluted loss per share Basic weighted-average number of shares outstanding 89,635 87,928 88,962 87,695 Dilutive effect of the following: Stock options and restricted stock units (1) — — — — Series B Preferred Stock (2) — — — — Series A Preferred Stock (3) — — — — Diluted weighted-average number of shares outstanding 89,635 87,928 88,962 87,695 Diluted loss per share $ (0.03 ) $ (0.16 ) $ (0.03 ) $ (0.01 ) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Quarter ended Three quarters ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 $ $ $ $ Changes in Non-Cash Working Capital, Net of Accounts receivable (13,822 ) (7,822 ) (16,799 ) (2,086 ) Inventories 10,187 28,722 15,433 (1,499 ) Income tax recoverable/payable (3,606 ) (963 ) (1,448 ) (1,811 ) Prepaid expenses and other current assets (2,451 ) (1,856 ) 4,726 (9,827 ) Accounts payable and accrued liabilities 13,265 (12,556 ) 9,785 (5,715 ) Customer and other deposits (68 ) (483 ) 61 (1,208 ) 3,505 5,042 11,758 (22,146 ) Non-Cash Investing and Financing Activities Operating lease right-of-use assets obtained in exchange for operating lease liabilities 1,782 — 1,975 — Accrued dividends on preferred stock 2,378 1,700 2,378 1,700 Dividend paid in kind on preferred stock 2,181 — 3,881 — |
Segmented Information (Tables)
Segmented Information (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Reportable segment operating results for the quarters and three quarters ended September 26, 2020 and September 28, 2019 were as follows: Quarter ended September 26, 2020 Plant-Based Fruit-Based Global Foods and Foods and Ingredients Beverages Beverages Consolidated $ $ $ $ Segment revenues from external customers 123,322 99,038 92,621 314,981 Segment operating income (loss) 5,851 13,119 (1,788 ) 17,182 Corporate Services (7,803 ) Other expense, net (see note 10) (1,030 ) Interest expense, net (8,017 ) Earnings before income taxes 332 Quarter ended September 28, 2019 Plant-Based Fruit-Based Global Foods and Foods and Ingredients Beverages Beverages Consolidated $ $ $ $ Segment revenues from external customers 113,356 91,811 90,774 295,941 Segment operating income (loss) 3,400 8,707 (10,639 ) 1,468 Corporate Services (4,995 ) Other expense, net (see note 10) (3,323 ) Interest expense, net (8,864 ) Loss before income taxes (15,714 ) Three quarters ended September 26, 2020 Plant-Based Fruit-Based Global Foods and Foods and Ingredients Beverages Beverages Consolidated $ $ $ $ Segment revenues from external customers 378,217 296,985 286,672 961,874 Segment operating income (loss) 22,003 37,456 (8,506 ) 50,953 Corporate Services (21,283 ) Other income, net (see note 10) 601 Interest expense, net (24,233 ) Earnings before income taxes 6,038 Three quarters ended September 28, 2019 Plant-Based Fruit-Based Global Foods and Foods and Ingredients Beverages Beverages Consolidated $ $ $ $ Segment revenues from external customers 369,090 255,027 270,103 894,220 Segment operating income (loss) 13,610 15,731 (22,204 ) 7,137 Corporate Services (12,881 ) Other income, net (see note 10) 39,744 Interest expense, net (25,857 ) Earnings before income taxes 8,143 |
Schedule of Segment Depreciation and Amortization [Table Text Block] | Quarter ended Three quarters ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 $ $ $ $ Global Ingredients 1,156 1,339 3,449 4,145 Plant-Based Foods and Beverages 2,371 1,928 7,119 4,931 Fruit-Based Foods and Beverages 4,047 4,080 12,293 12,474 Total segment depreciation and amortization 7,574 7,347 22,861 21,550 Corporate Services 1,095 1,170 3,481 3,455 Total depreciation and amortization 8,669 8,517 26,342 25,005 |
Significant Accounting Polici_3
Significant Accounting Policies (Narrative) (Details) | 9 Months Ended |
Sep. 26, 2020 | |
Accounting Policies [Abstract] | |
Operating Cycle | 371 days |
Operating cycle of company | 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 | 9 Months Ended |
Feb. 22, 2019 | Sep. 28, 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 | $ 44.3 | |
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 | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Global Ingredients [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other expense | $ 0.8 | $ 0 | ||
Plant-Based Foods And Beverages [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other expense | 0 | 0.5 | ||
Fruit-Based Foods And Beverages [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other expense | 0 | 0.2 | 0.8 | 1 |
Corporate Services [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other expense | $ 0.1 | $ 3 | $ (0.5) | $ 4.1 |
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 | 9 Months Ended | 12 Months Ended | |||||||
Sep. 26, 2020USD ($) | Sep. 28, 2019USD ($) | Sep. 26, 2020USD ($)T | Sep. 28, 2019USD ($) | Dec. 28, 2019T | Sep. 26, 2020CHF (SFr) | Sep. 26, 2020EUR (€) | Sep. 26, 2020GBP (£) | Sep. 26, 2020USD ($) | Apr. 30, 2020USD ($) | |
Derivative [Line Items] | ||||||||||
Unrealized gain (loss) on derivative contracts | $ (629) | $ (865) | $ (779) | $ (577) | ||||||
Not designated as hedging instruments [Member] | Forward Foreign Currency Contracts [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative instruments gain (loss) recognized in income net | (600) | 100 | $ (600) | (300) | ||||||
Not designated as hedging instruments [Member] | Foreign currency put and call option contracts (a zero-cost collar) [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative notional amount | $ 5,800 | $ 21,500 | ||||||||
Collar ceiling rate of Mexican pesos to US dollar | 25.23 | |||||||||
Floor rate of Mexican pesos to US dollar | 23.50 | |||||||||
Not designated as hedging instruments [Member] | Addition put and call option contracts [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative notional amount | $ 11,800 | |||||||||
Collar ceiling rate of Mexican pesos to US dollar | 24 | 24 | 24 | 24 | ||||||
Floor rate of Mexican pesos to US dollar | 21.14 | 21.14 | 21.14 | 21.14 | ||||||
Not designated as hedging instruments [Member] | Cocoa [Member] | Future And Forward Contracts [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative nonmonetary notional amount | T | 5,810 | 3,210 | ||||||||
Not designated as hedging instruments [Member] | Coffee [Member] | Future And Forward Contracts [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative nonmonetary notional amount | T | 0 | 306 | ||||||||
Not designated as hedging instruments [Member] | Recurring basis [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Unrealized gain (loss) on derivative contracts | $ (600) | $ (900) | $ (800) | $ (600) | ||||||
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 3 | $ 3,100 | ||||||||
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 | € 22.3 | $ 25,400 | ||||||||
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 | € 0.2 | £ 0.2 |
Bank Indebtedness and Long-Te_3
Bank Indebtedness and Long-Term Debt (Narrative) (Details) $ in Thousands, € in Millions | 1 Months Ended | 9 Months Ended | |||
Oct. 22, 2018USD ($) | Sep. 26, 2020USD ($) | Sep. 26, 2020EUR (€) | Sep. 26, 2020USD ($) | Oct. 20, 2016USD ($) | |
Debt Instrument [Line Items] | |||||
Lessee, Finance Lease, Lease Not yet Commenced, Description | The Company has commitments under certain master lease agreements that provide for up to approximately $35 million of financing in the aggregate related to the addition of new plant-based beverage and ingredient extraction processing and packaging equipment. Â As at September 26, 2020, the related finance leases had not commenced, and no amount of right-of-use assets, or lease liabilities, were recognized on the consolidated balance sheet as of that date. | ||||
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 | In September 2017 and October 2018, the Global Credit Facility was amended to add an additional U.S. asset-based credit subfacility (the "U.S. Subfacility") in the aggregate principal amount of $20.0 million | ||||
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 | Amounts repaid under the U.S. Subfacility may not be borrowed again. Interest on the U.S. Subfacility was based on various reference rates plus an applicable margin 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. | ||||
US Subfacility [Member] | Base Rate And Prime Rate [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 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% | 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% | 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% | 3.50% | |||
Global Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt, Weighted Average Interest Rate | 2.84% | 2.84% | |||
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"). | ||||
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 between October 9, 2020 and October 8, 2021, SunOpta Foods may redeem the Notes, in whole or in part, at a redemption price equal to 102.375%, 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, 2020.  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 September 26, 2020, the estimated fair value of the outstanding Notes was approximately $228 million, based on quoted prices of the most recent over-the-counter transactions (level 2). | ||||
Debt Instrument, Interest Rate, Effective Percentage | 10.40% | 10.40% | |||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 228,000 | ||||
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% | ||||
Senior Secured Second Lien Notes [Member] | In the event of a change of control [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Redemption Price, Percentage | 101.00% |
Preferred Stock (Narrative) (De
Preferred Stock (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 26, 2020 | Jun. 27, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Temporary Equity [Line Items] | |||||
Preferred stock accretion to redemption value | $ 466 | $ 309 | $ 1,214 | $ 905 | |
Dividends, Preferred Stock, Paid-in-kind | $ 2,181 | 0 | $ 3,881 | 0 | |
Series A Preferred Stock [Member] | Oaktree Organics, L.P. and Oaktree Huntington Investment Fund II, L.P. | |||||
Temporary Equity [Line Items] | |||||
Preferred Stock, Shares Issued | 85,000 | 85,000 | |||
Preferred Stock, Value, Issued | $ 85,000 | $ 85,000 | |||
Preferred Stock Issuance Costs | 6,000 | 6,000 | |||
Preferred stock accretion to redemption value | $ 300 | $ 300 | $ 1,000 | $ 900 | |
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 | $ 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 Series A 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 Series A Liquidation Preference. After October 5, 2025, the failure to pay dividends in cash will be an event of non-compliance. | ||||
Dividends, Preferred Stock, Paid-in-kind | $ 3,400 | ||||
Preferred Stock, Liquidation Preference, Value | $ 88,400 | $ 88,400 | |||
Accrued Unpaid Dividends | $ 1,800 | ||||
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 Series A Liquidation Preference divided by the Series A exchange price (such price, the "Series A Exchange Price" and such quotients, the "Series A Exchange Rate"). 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 below), the Series A Exchange Price was reduced from $7.50 to $7.00. As at September 26, 2020 and December 28, 2019, the aggregate shares of Series A Preferred Stock outstanding were exchangeable into 12,633,429 and 11,333,333 Common Shares, respectively. | ||||
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 owns or controls 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 | 11,333,333 | |||
Series B-1 Preferred Stock [Member] | Stock issued to each recipient [Member] | |||||
Temporary Equity [Line Items] | |||||
Preferred Stock, Shares Issued | 15,000 | 15,000 | |||
Series B-1 Preferred Stock [Member] | Oaktree and Engaged [Member] | |||||
Temporary Equity [Line Items] | |||||
Preferred Stock, Shares Issued | 30,000 | 30,000 | |||
Preferred Stock, Value, Issued | $ 30,000 | $ 30,000 | |||
Preferred Stock Issuance Costs | 3,200 | 3,200 | |||
Preferred stock accretion to redemption value | $ 100 | $ 200 | |||
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | $ 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 Series B-1 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). | ||||
Dividends, Preferred Stock, Paid-in-kind | $ 400 | ||||
Preferred Stock, Liquidation Preference, Value | $ 30,400 | $ 30,400 | |||
Accrued Unpaid Dividends | $ 600 | ||||
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 Series B Liquidation Preference divided by $2.50 (such price, the "Series B-1 Exchange Price" and such quotient, the "Series B-1 Exchange Rate"). | ||||
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"). | ||||
Number of common shares available due to exchangeable preferred stock | 12,178,667 | 12,178,667 | |||
Preferred stock exchange, description of exchange price | The Series B-1 Exchange Price is subject to certain anti-dilution adjustments, including a weighted-average adjustment for issuances of Common Shares below the Series B-1 Exchange Price, provided that the Series B-1 Exchange Price may not be lower than $2.00 (subject to adjustment in certain circumstances). | ||||
Series B Preferred Stock [Member] | Oaktree and Engaged [Member] | |||||
Temporary Equity [Line Items] | |||||
Convertible Preferred Stock, Terms of Conversion | 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. As at September 26, 2020, 6,089,333 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.Prior to July 15, 2020, the Company had the right 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 $30.0 million, and up to 30,000 shares total. The Company elected not to exercise this option, and no shares of Series B-2 Preferred Stock have been issued. |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 10, 2020 | Jun. 30, 2020 | Apr. 12, 2020 | Apr. 22, 2020 | Sep. 26, 2020 | Sep. 26, 2020 |
2019 Short-Term Incentive Plan [Member] | Performance stock units ("PSUs") [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares issued | 773,875 | |||||
Shares withheld for tax withholding obligation | 368,938 | |||||
2020 Short-Term Incentive Plan [Member] | Closing Price $2.52 [Member] | Performance stock units ("PSUs") [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of units granted to certain employees | 1,827,435 | |||||
Aggregate grant-date fair value | $ 4.6 | |||||
Weighted-average grant-date fair value | $ 2.52 | |||||
Description of award vesting rights | The vesting of these PSUs is subject to the Company achieving a predetermined measure of adjusted EBITDA for fiscal 2020 and subject to each employee's continued employment with the Company through April 22, 2021 (the requisite service period). The aggregate grant-date fair value of these PSUs was estimated to be $4.6 million based on a closing price of $2.52 for the Common Shares on the date of grant. Each reporting period, the number of PSUs that are expected to vest is redetermined and the aggregate grant-date fair value of the redetermined number of PSUs is amortized on a straight-line basis over the remaining requisite service period less amounts previously recognized. | |||||
Compensation expense | $ 1.1 | $ 1.9 | ||||
Compensation costs related to PSU awards not yet recognized" | 2.5 | 2.5 | ||||
2020 Short-Term Incentive Plan [Member] | Closing price $4.70 [Member] | Performance stock units ("PSUs") [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of units granted to certain employees | 876,181 | |||||
Aggregate grant-date fair value | $ 4.1 | |||||
Weighted-average grant-date fair value | $ 4.70 | |||||
Description of award vesting rights | The vesting date and conditions of these PSUs are the same as the PSUs above granted on April 22, 2020. | |||||
Compensation expense | 1.2 | |||||
Compensation costs related to PSU awards not yet recognized" | 2.9 | 2.9 | ||||
Long-Term Incentive Plan [Member] | Performance stock units ("PSUs") [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of units granted to certain employees | 254,487 | |||||
Aggregate grant-date fair value | $ 1.2 | |||||
Weighted-average grant-date fair value | $ 4.91 | |||||
Long-Term Incentive Plan [Member] | Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate grant-date fair value of stock options | $ 1.2 | $ 1.2 | ||||
Number of stock options granted to selected employees | 486,919 | |||||
Weighted-average grant-date fair value of options | $ 2.56 | |||||
Long-Term Incentive Plan [Member] | Restricted stock units ("RSUs") [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of units granted to certain employees | 130,080 | |||||
Aggregate grant-date fair value | $ 0.6 | |||||
Weighted-average grant-date fair value | $ 4.91 | |||||
Vesting period | 3 years | |||||
Long-Term Incentive Plan [Member] | Minimum [Member] | Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Long-Term Incentive Plan [Member] | Maximum [Member] | Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years |
Other Expense (Income), Net (Na
Other Expense (Income), Net (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | Dec. 28, 2019 | |
Other Income and Expenses [Abstract] | |||||
Business Combination, Contingent Consideration Arrangements, Description | For the three quarters ended September 26, 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. On May 5, 2020, the parties agreed to settle the obligation for $2.0 million, of which $1.0 million was paid at the time of settlement and the remainder is being paid over the subsequent 10 months. | ||||
Current portion of long term liability settlement | $ 0.6 | $ 0.6 | $ 4.3 | ||
Loss on settlement of customer claim | 2.4 | 2.4 | |||
Payment for cash settlement | 4.4 | 4.4 | |||
Gain on settlement of an unrelated legal matter | 1.7 | 1.7 | |||
Employee termination and recruitment costs in connection with Value Creation Plan | $ 0.1 | $ 3.4 | 1.6 | $ 6.9 | |
Reversal of previously recognized stock-based compensation expense related to forfeited awards | $ 0.8 | $ 0.9 | $ 2.9 |
Loss Per Share (Narrative) (Det
Loss Per Share (Narrative) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Stock Options And Restricted Stock Units [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,360,975 | 59,981 | 975,742 | 105,486 |
Stock Options [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,767,856 | 4,248,761 | 3,286,487 | 3,318,583 |
Series B Preferred Stock [Member] | ||||
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 | 12,178,667 | 12,178,667 | ||
Series A Preferred Stock [Member] | ||||
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 | 12,633,429 | 11,333,333 | 12,633,429 | 11,333,333 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 26, 2020 | Sep. 26, 2020 | |
Loss Contingencies [Line Items] | ||
Payment for cash settlement | $ 4.4 | $ 4.4 |
Product Recall [Member] | ||
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. ("TreeHouse") 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 alleged 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 were 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. On May 31, 2020, the court granted summary judgment to the Company on TreeHouse's claims for breach of contract and breach of product guarantees, but denied summary judgment on TreeHouse's claims for breach of express and implied warranties. On the remaining claims, the court limited TreeHouse's damages to the purchase price of the product the Company sold to TreeHouse. On September 14, 2020, the Company entered into a Confidential Settlement Agreement and Mutual Release (the "Settlement Agreement") with TreeHouse. The Settlement Agreement resolved the disputed issues among the parties in connection with the litigation filed by TreeHouse against the Company, as described above. Pursuant to the terms of the Settlement Agreement, the Company paid TreeHouse $4.4 million. On September 18, 2020, the parties filed a Stipulation of Dismissal with prejudice and the court entered a corresponding order dismissing the litigation with prejudice. | |
Loss Contingency Damages Sought Value | $ 16.2 | |
Payment for cash settlement | $ 4.4 |
Revenue (Disclosure of disaggre
Revenue (Disclosure of disaggregation of revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Segment revenues from external customers | $ 314,981 | $ 295,941 | $ 961,874 | $ 894,220 |
Global Ingredients [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Segment revenues from external customers | 123,322 | 113,356 | 378,217 | 369,090 |
Global Ingredients [Member] | Organic and non-GMO ingredients [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Segment revenues from external customers | 101,889 | 95,320 | 311,805 | 303,142 |
Global Ingredients [Member] | Premium juice [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Segment revenues from external customers | 21,433 | 18,036 | 66,412 | 55,602 |
Global Ingredients [Member] | Soy and corn [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Segment revenues from external customers | 0 | 0 | 0 | 10,346 |
Plant-Based Foods And Beverages [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Segment revenues from external customers | 99,038 | 91,811 | 296,985 | 255,027 |
Plant-Based Foods And Beverages [Member] | Beverages and broths [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Segment revenues from external customers | 80,974 | 72,873 | 236,195 | 198,691 |
Plant-Based Foods And Beverages [Member] | Plant-based ingredients [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Segment revenues from external customers | 6,828 | 6,403 | 19,024 | 16,920 |
Plant-Based Foods And Beverages [Member] | Sunflower and roasted snacks [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Segment revenues from external customers | 11,236 | 12,535 | 41,766 | 39,416 |
Fruit-Based Foods And Beverages [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Segment revenues from external customers | 92,621 | 90,774 | 286,672 | 270,103 |
Fruit-Based Foods And Beverages [Member] | Frozen Fruit [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Segment revenues from external customers | 68,692 | 67,384 | 218,978 | 198,528 |
Fruit-Based Foods And Beverages [Member] | Fruit-based ingredients [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Segment revenues from external customers | 11,015 | 12,189 | 30,853 | 36,445 |
Fruit-Based Foods And Beverages [Member] | Fruit snacks [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Segment revenues from external customers | $ 12,914 | $ 11,201 | $ 36,841 | $ 35,130 |
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 | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Restructuring Reserve [Roll Forward] | ||||
Balance payable, Beginning | $ 4,227 | $ 913 | ||
Costs incurred and charged to expense | $ 989 | $ 4,837 | 3,463 | 8,370 |
Cash payments, net | (7,702) | (7,654) | ||
Non-cash adjustments | 816 | 2,872 | ||
Balance payable, Ending | 804 | 4,501 | 804 | 4,501 |
Asset impairments and facility closure costs [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance payable, Beginning | 201 | 477 | ||
Costs incurred and charged to expense | 365 | 308 | ||
Cash payments, net | (438) | (533) | ||
Non-cash adjustments | (78) | 0 | ||
Balance payable, Ending | 50 | 252 | 50 | 252 |
Employee recruitment, retention and termination costs [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance payable, Beginning | 4,026 | 436 | ||
Costs incurred and charged to expense | 1,524 | 7,098 | ||
Cash payments, net | (5,690) | (6,220) | ||
Non-cash adjustments | 894 | 2,872 | ||
Balance payable, Ending | 754 | 4,186 | 754 | 4,186 |
Professional fees and temporary labor costs [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance payable, Beginning | 0 | 0 | ||
Costs incurred and charged to expense | 1,574 | 964 | ||
Cash payments, net | (1,574) | (901) | ||
Non-cash adjustments | 0 | 0 | ||
Balance payable, Ending | $ 0 | $ 63 | $ 0 | $ 63 |
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 | Sep. 26, 2020 | Dec. 28, 2019 | Sep. 28, 2019 | Dec. 29, 2018 |
Restructuring Cost and Reserve [Line Items] | ||||
Costs incurred and charged to expense | $ 83,724 | |||
Cash payments, net | (63,793) | |||
Non-cash adjustments | (19,127) | |||
Balance payable | 804 | $ 4,227 | $ 4,501 | $ 913 |
Asset impairments and facility closure costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs incurred and charged to expense | 35,325 | |||
Cash payments, net | (10,700) | |||
Non-cash adjustments | (24,575) | |||
Balance payable | 50 | 201 | 252 | 477 |
Employee recruitment, retention and termination costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs incurred and charged to expense | 24,493 | |||
Cash payments, net | (29,187) | |||
Non-cash adjustments | 5,448 | |||
Balance payable | 754 | 4,026 | 4,186 | 436 |
Professional fees and temporary labor costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs incurred and charged to expense | 23,906 | |||
Cash payments, net | (23,906) | |||
Non-cash adjustments | 0 | |||
Balance payable | $ 0 | $ 0 | $ 63 | $ 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 | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Selling, general and administrative expenses | $ 29,278 | $ 27,674 | $ 84,783 | $ 81,184 |
Value Creation Plan [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Selling, general and administrative expenses | 935 | 1,615 | 2,434 | 2,772 |
Other expense | 54 | 3,222 | 1,029 | 5,598 |
Restructuring charges | $ 989 | $ 4,837 | $ 3,463 | $ 8,370 |
Derivative Financial Instrume_4
Derivative Financial Instruments and Fair Value Measurements (Disclosure of fair value, assets and liabilities measured on recurring basis) (Details) - USD ($) $ in Thousands | Sep. 26, 2020 | Dec. 28, 2019 |
Derivative [Line Items] | ||
Unrealized short-term derivative liability | $ (733) | $ (802) |
Recurring basis [Member] | Commodity futures and forward contracts [Member] | ||
Derivative [Line Items] | ||
Unrealized short-term derivative asset | 284 | |
Unrealized short-term derivative liability | (495) | |
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 | (495) | |
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 liability, notional amount | (670) | (73) |
Recurring basis [Member] | Not designated as hedging instruments [Member] | Level 1 [Member] | Forward foreign currency contracts [Member] | ||
Derivative [Line Items] | ||
Derivative liability, 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 liability, notional amount | (670) | (73) |
Recurring basis [Member] | Not designated as hedging instruments [Member] | Level 3 [Member] | Forward foreign currency contracts [Member] | ||
Derivative [Line Items] | ||
Derivative liability, notional amount | $ 0 | $ 0 |
Inventories (Disclosure of inve
Inventories (Disclosure of inventory, current) (Details) - USD ($) $ in Thousands | Sep. 26, 2020 | Dec. 28, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials and work-in-process | $ 238,198 | $ 259,658 |
Finished goods | 82,940 | 75,112 |
Inventory reserves | (10,794) | (11,224) |
Total Inventory, Net | $ 310,344 | $ 323,546 |
Bank Indebtedness and Long-Te_4
Bank Indebtedness and Long-Term Debt (Disclosure of bank indebtedness and long-term debt) (Details) - USD ($) $ in Thousands | Sep. 26, 2020 | Dec. 28, 2019 |
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Amount Outstanding | $ 199,908 | $ 245,536 |
Senior Secured Second Lien Notes, net of unamortized debt issuance costs | 219,534 | 218,404 |
Finance lease liabilities | 14,518 | 16,223 |
Asset-backed term loan | 4,173 | 4,386 |
Other | 5,649 | 6,178 |
Total Long-term and Current Term Debt | 243,874 | 245,191 |
Less: current portion | 3,292 | 2,987 |
Long-term Debt, Excluding Current Maturities, Total | 240,582 | 242,204 |
Unamortized Debt Issuance Expense | 3,964 | 5,094 |
Global Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Amount Outstanding | 199,654 | 241,666 |
Bulgarian Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Amount Outstanding | $ 254 | $ 3,870 |
Stock-Based Compensation (Discl
Stock-Based Compensation (Disclosure of weighted-average assumptions used in the Black-Scholes option-pricing model) (Details) - Employee Stock Option [Member] | 9 Months Ended |
Sep. 26, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant-date stock price | $ 4.73 |
Exercise price | $ 4.73 |
Dividend yield | 0.00% |
Expected volatility | 59.90% |
Risk-free interest rate | 0.40% |
Expected life of options (in years) | 6 years |
Other Expense (Income), Net (Di
Other Expense (Income), Net (Disclosure of other expense (income)) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Other Income and Expenses [Abstract] | ||||
Contingent consideration | $ 0 | $ 0 | $ (2,286) | $ 0 |
Product withdrawal and recall costs | 0 | 0 | (322) | 260 |
Settlement loss (gain), net | 721 | (1,332) | 721 | (1,839) |
Employee termination and recruitment costs | 54 | 3,222 | 664 | 5,290 |
Facility closure costs | 0 | 0 | 365 | 308 |
Loss (gain) on sale of soy and corn business | 0 | 1,109 | 0 | (44,269) |
Other | 255 | 324 | 257 | 506 |
Total Other Expense, net | $ 1,030 | $ 3,323 | $ (601) | $ (39,744) |
Loss Per Share (Disclosure of b
Loss Per Share (Disclosure of basic and diluted earnings (loss) per share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Numerator for basic earnings (loss) per share | ||||
Earnings (loss) attributable to SunOpta Inc. | $ 89 | $ (11,749) | $ 4,457 | $ 4,845 |
Less: dividends and accretion on Preferred Stock | (2,844) | (2,009) | (7,473) | (6,005) |
Loss attributable to common shareholders | $ (2,755) | $ (13,758) | $ (3,016) | $ (1,160) |
Denominator for basic earnings (loss) per share | ||||
Basic weighted-average number of shares outstanding | 89,635 | 87,928 | 88,962 | 87,695 |
Basic loss per share | $ (0.03) | $ (0.16) | $ (0.03) | $ (0.01) |
Numerator for diluted earnings (loss) per share | ||||
Earnings (loss) attributable to SunOpta Inc. | $ 89 | $ (11,749) | $ 4,457 | $ 4,845 |
Loss attributable to common shareholders | $ (2,755) | $ (13,758) | $ (3,016) | $ (1,160) |
Denominator for diluted earnings (loss) per share | ||||
Basic weighted-average number of shares outstanding | 89,635 | 87,928 | 88,962 | 87,695 |
Dilutive effect of the following: | ||||
Diluted weighted-average number of shares outstanding | 89,635 | 87,928 | 88,962 | 87,695 |
Diluted loss per share | $ (0.03) | $ (0.16) | $ (0.03) | $ (0.01) |
Stock Options And Restricted Stock Units [Member] | ||||
Dilutive effect of the following: | ||||
Dilutive Securities, Effect on Basic Earnings Per Share | 0 | 0 | 0 | 0 |
Series A Preferred Stock [Member] | ||||
Numerator for basic earnings (loss) per share | ||||
Less: dividends and accretion on Preferred Stock | $ (2,110) | $ (2,009) | $ (6,201) | $ (6,005) |
Numerator for diluted earnings (loss) per share | ||||
Less: dividends and accretion on Preferred Stock | $ (2,110) | $ (2,009) | $ (6,201) | $ (6,005) |
Dilutive effect of the following: | ||||
Dilutive Securities, Effect on Basic Earnings Per Share | 0 | 0 | 0 | 0 |
Series B Preferred Stock [Member] | ||||
Numerator for basic earnings (loss) per share | ||||
Less: dividends and accretion on Preferred Stock | $ (734) | $ 0 | $ (1,272) | $ 0 |
Numerator for diluted earnings (loss) per share | ||||
Less: dividends and accretion on Preferred Stock | $ (734) | $ 0 | $ (1,272) | $ 0 |
Dilutive effect of the following: | ||||
Dilutive Securities, Effect on Basic Earnings Per Share | 0 | 0 | 0 | 0 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Disclosure of supplemental cash flow information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Changes in Non-Cash Working Capital, Net of Businesses Acquired or Sold | ||||
Accounts receivable | $ (13,822) | $ (7,822) | $ (16,799) | $ (2,086) |
Inventories | 10,187 | 28,722 | 15,433 | (1,499) |
Income tax recoverable/payable | (3,606) | (963) | (1,448) | (1,811) |
Prepaid expenses and other current assets | (2,451) | (1,856) | 4,726 | (9,827) |
Accounts payable and accrued liabilities | 13,265 | (12,556) | 9,785 | (5,715) |
Customer and other deposits | (68) | (483) | 61 | (1,208) |
Changes in Non-Cash Working Capital, Net of Businesses Acquired or Sold, Total | 3,505 | 5,042 | 11,758 | (22,146) |
Non-Cash Investing and Financing Activities | ||||
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 1,782 | 0 | 1,975 | 0 |
Accrued dividends on preferred stock | 2,378 | 1,700 | 2,378 | 1,700 |
Dividend paid in kind on preferred stock | $ 2,181 | $ 0 | $ 3,881 | $ 0 |
Segmented Information (Disclosu
Segmented Information (Disclosure of Segment Revenues and Operating Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Segment revenues from external customers | $ 314,981 | $ 295,941 | $ 961,874 | $ 894,220 |
Segment operating income (loss) | 17,182 | 1,468 | 50,953 | 7,137 |
Other income (expense) , net | (1,030) | (3,323) | 601 | 39,744 |
Interest expense, net | (8,017) | (8,864) | (24,233) | (25,857) |
Earnings (loss) before income taxes | 332 | (15,714) | 6,038 | 8,143 |
Global Ingredients [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Segment revenues from external customers | 123,322 | 113,356 | 378,217 | 369,090 |
Segment operating income (loss) | 5,851 | 3,400 | 22,003 | 13,610 |
Plant-Based Foods And Beverages [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Segment revenues from external customers | 99,038 | 91,811 | 296,985 | 255,027 |
Segment operating income (loss) | 13,119 | 8,707 | 37,456 | 15,731 |
Fruit-Based Foods And Beverages [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Segment revenues from external customers | 92,621 | 90,774 | 286,672 | 270,103 |
Segment operating income (loss) | (1,788) | (10,639) | (8,506) | (22,204) |
Corporate Services [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Segment operating income (loss) | $ (7,803) | $ (4,995) | $ (21,283) | $ (12,881) |
Segmented Information (Disclo_2
Segmented Information (Disclosure of Segment Depreciation and Amortization) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total depreciation and amortization | $ 8,669 | $ 8,517 | $ 26,342 | $ 25,005 |
Global Ingredients [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total depreciation and amortization | 1,156 | 1,339 | 3,449 | 4,145 |
Plant-Based Foods And Beverages [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total depreciation and amortization | 2,371 | 1,928 | 7,119 | 4,931 |
Fruit-Based Foods And Beverages [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total depreciation and amortization | 4,047 | 4,080 | 12,293 | 12,474 |
Total Segment [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total depreciation and amortization | 7,574 | 7,347 | 22,861 | 21,550 |
Corporate Segment [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total depreciation and amortization | $ 1,095 | $ 1,170 | $ 3,481 | $ 3,455 |