Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Apr. 01, 2023 | May 05, 2023 | |
Entity Registrant Name | SUNOPTA INC. | |
Entity Central Index Key | 0000351834 | |
Document Type | 10-Q | |
Document Period End Date | Apr. 01, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-30 | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Entity Common Stock, Shares Outstanding | 115,419,623 | |
Entity Filer Category | Large 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 | 7078 Shady Oak Road | |
Entity Address, City or Town | Eden Prairie | |
City Area Code | 952 | |
Local Phone Number | 820-2518 | |
Entity Address, State or Province | MN | |
Entity Interactive Data Current | Yes | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | Z4 | |
Entity Address, Postal Zip Code | 55344 | |
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 Shares | |
The Toronto Stock Exchange | Common Shares | ||
Trading Symbol | SOY | |
Title of 12(b) Security | Common Shares |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 223,880 | $ 240,173 |
Cost of goods sold | 195,677 | 211,817 |
Gross profit | 28,203 | 28,356 |
Selling, general and administrative expenses | 25,430 | 22,210 |
Intangible asset amortization | 2,446 | 2,612 |
Other expense, net | 35 | 287 |
Foreign exchange gain | (2,211) | (472) |
Earnings from continuing operations before the following | 2,503 | 3,719 |
Interest expense, net | 5,812 | 2,530 |
Earnings (loss) from continuing operations before income taxes | (3,309) | 1,189 |
Income tax expense (benefit) | (4,686) | 187 |
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest, Total | 1,377 | 1,002 |
Earnings from discontinued operations | 0 | 3,566 |
Net earnings | 1,377 | 4,568 |
Dividends and accretion on preferred stock | (704) | (755) |
Earnings attributable to common shareholders | $ 673 | $ 3,813 |
Earnings Per Share [Abstract] | ||
Earnings from continuing operations - Basic | $ 0.01 | $ 0 |
Earnings from continuing operations - Diluted | 0.01 | 0 |
Earnings from discontinued operations - Basic | 0 | 0.03 |
Earnings from discontinued operations - Diluted | 0 | 0.03 |
Earnings attributable to common shareholders - Basic | 0.01 | 0.04 |
Earnings attributable to common shareholders - Diluted | $ 0.01 | $ 0.04 |
Weighted-average common shares outstanding (000s) | ||
Basic | 110,014 | 107,399 |
Diluted | 113,107 | 108,359 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 910 | $ 679 |
Accounts receivable, net of allowance for credit losses of $649 and $584, respectively | 86,124 | 74,903 |
Inventories | 200,557 | 207,047 |
Prepaid expenses and other current assets | 15,239 | 15,688 |
Income taxes recoverable | 3,896 | 4,040 |
Total current assets | 306,726 | 302,357 |
Property, plant and equipment, net | 339,529 | 322,391 |
Operating lease right-of-use assets | 81,097 | 82,564 |
Intangible assets, net | 133,200 | 135,646 |
Goodwill | 3,998 | 3,998 |
Deferred income taxes | 8,562 | 3,712 |
Other assets | 5,013 | 5,184 |
Total assets | 878,125 | 855,852 |
Current liabilities | ||
Accounts payable and accrued liabilities | 112,944 | 108,511 |
Notes payable | 5,229 | 0 |
Income taxes payable | 404 | 957 |
Current portion of long-term debt | 43,807 | 38,491 |
Current portion of operating lease liabilities | 13,199 | 13,074 |
Total current liabilities | 175,583 | 161,033 |
Long-term debt | 282,371 | 269,993 |
Operating lease liabilities | 76,670 | 77,557 |
Total liabilities | 534,624 | 508,583 |
Series B-1 preferred stock | 14,147 | 28,062 |
SHAREHOLDERS' EQUITY | ||
Common shares, no par value, unlimited shares authorized, 115,379,620 shares issued (December 31, 2022 - 107,909,792) | 461,132 | 440,348 |
Additional paid-in capital | 21,874 | 33,184 |
Accumulated deficit | (155,015) | (155,688) |
Accumulated other comprehensive income | 1,363 | 1,363 |
Total shareholders' equity | 329,354 | 319,207 |
Total liabilities and shareholders' equity | $ 878,125 | $ 855,852 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parentheticals) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 649 | $ 584 |
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock Shares Issued | 115,379,620 | 107,909,792 |
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 income [Member] | Total |
Balance at Jan. 01, 2022 | $ 436,463 | $ 23,240 | $ (147,738) | $ 1,363 | $ 313,328 |
Balance (in shares) at Jan. 01, 2022 | 107,360 | ||||
Employee stock purchase plan | $ 134 | 134 | |||
Employee stock purchase plan (in shares) | 31 | ||||
Stock incentive plan | $ 854 | (738) | 116 | ||
Stock incentive plan (in shares) | 188 | ||||
Withholding taxes on stock-based awards | (89) | (89) | |||
Stock-based compensation | 1,629 | 1,629 | |||
Net earnings | 4,568 | 4,568 | |||
Dividends on preferred stock | (609) | (609) | |||
Accretion on preferred stock | (146) | (146) | |||
Balance at Apr. 02, 2022 | $ 437,451 | 24,042 | (143,925) | 1,363 | 318,931 |
Balance (in shares) at Apr. 02, 2022 | 107,579 | ||||
Balance at Dec. 31, 2022 | $ 440,348 | 33,184 | (155,688) | 1,363 | 319,207 |
Balance (in shares) at Dec. 31, 2022 | 107,910 | ||||
Exchange of Series B-1 preferred stock, net of share issuance costs of $87 | $ 14,019 | 14,019 | |||
Exchange of Series B-1 preferred stock, net of share issuance costs of $87 (in share) | 6,089 | ||||
Employee stock purchase plan | $ 160 | 160 | |||
Employee stock purchase plan (in shares) | 25 | ||||
Stock incentive plan | $ 6,605 | (6,476) | 129 | ||
Stock incentive plan (in shares) | 1,356 | ||||
Withholding taxes on stock-based awards | (8,726) | (8,726) | |||
Stock-based compensation | 3,892 | 3,892 | |||
Net earnings | 1,377 | 1,377 | |||
Dividends on preferred stock | (514) | (514) | |||
Accretion on preferred stock | (190) | (190) | |||
Balance at Apr. 01, 2023 | $ 461,132 | $ 21,874 | $ (155,015) | $ 1,363 | $ 329,354 |
Balance (in shares) at Apr. 01, 2023 | 115,380 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Share issuance costs | $ 87 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
Operating activities | ||
Net earnings | $ 1,377 | $ 4,568 |
Earnings from discontinued operations | 0 | 3,566 |
Earnings from continuing operations | 1,377 | 1,002 |
Items not affecting cash: | ||
Depreciation and amortization | 9,998 | 9,413 |
Amortization of debt issuance costs | 407 | 375 |
Deferred income taxes | (4,850) | (178) |
Stock-based compensation | 3,892 | 1,629 |
Other | 603 | 111 |
Changes in operating assets and liabilities | (7,560) | 3,191 |
Net cash provided by operating activities of continuing operations | 3,867 | 15,543 |
Investing activities | ||
Additions to property, plant and equipment | (25,842) | (25,722) |
Proceeds from sale of sunflower business | 385 | 0 |
Proceeds from sale of property, plant and equipment | 0 | 1,204 |
Net cash used in investing activities of continuing operations | (25,457) | (24,518) |
Financing activities | ||
Increase (decrease) in borrowings under revolving credit facilities | 8,812 | (10,305) |
Borrowings of long-term debt | 18,693 | 22,897 |
Repayment of long-term debt | (10,048) | (2,395) |
Proceeds from notes payable | 10,662 | 0 |
Repayment of notes payable | (5,433) | 0 |
Proceeds from the exercise of stock options and employee share purchases | 289 | 250 |
Payment of withholding taxes on stock-based awards | (249) | (89) |
Payment of cash dividends on preferred stock | (818) | (609) |
Payment of share issuance costs | (87) | 0 |
Payment of debt issuance costs | 0 | (506) |
Net cash provided by financing activities of continuing operations | 21,821 | 9,243 |
Increase in cash and cash equivalents in the period | 231 | 268 |
Cash and cash equivalent, beginning of the period | 679 | 227 |
Cash and cash equivalents, end of the period | $ 910 | $ 495 |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Apr. 01, 2023 | |
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 United States ("U.S.") generally accepted accounting principles ("U.S. GAAP") for interim financial information. Accordingly, these condensed interim consolidated financial statements do not include all of the disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included and all such adjustments are of a normal, recurring nature. Operating results for the quarter ended April 1, 2023 are not necessarily indicative of the results that may be expected for the full fiscal year ending December 30, 2023 or for any other period. The interim consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared on a basis consistent with the annual consolidated financial statements for the year ended December 31, 2022. For further information, refer to the consolidated financial statements, and notes thereto, included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the "2022 Form 10-K"). As described in notes 1 and 23 to the consolidated financial statements included in the 2022 Form 10-K, certain amounts previously reported for the quarter ended April 2, 2022 have been revised. Fiscal Year The fiscal year of the Company consists of a 52- or 53-week period ending on the Saturday closest to December 31. Fiscal 2023 is a 52-week period ending on December 30, 2023, with quarterly periods ending on April 1, 2023, July 1, 2023 and September 30, 2023. Fiscal year 2022 was a 52-week period ending on December 31, 2022, with quarterly periods ending on April 2, 2022, July 2, 2022, and October 1, 2022. |
Inventories
Inventories | 3 Months Ended |
Apr. 01, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories [Text Block] | 2. Inventories April 1, 2023 December 31, 2022 $ $ Raw materials and work-in-process 123,981 124,168 Finished goods 84,527 90,381 Inventory reserves (7,951 ) (7,502 ) 200,557 207,047 |
Leases
Leases | 3 Months Ended |
Apr. 01, 2023 | |
Leases [Abstract] | |
Leases [Text Block] | 3. Leases The Company leases certain manufacturing plants, warehouses, offices, machinery and equipment, and vehicles. At the lease commencement date, the Company classifies a lease as a finance lease if it has the right to obtain substantially all of the economic benefits from the right-of-use assets, otherwise the lease is classified as an operating lease. The following tables present supplemental information related to leases: Quarter ended April 1, 2023 April 2, 2022 $ $ Lease Costs Operating lease cost 3,410 3,211 Finance lease cost: Depreciation of right-of-use assets 3,760 1,888 Interest on lease liabilities 2,421 773 Net lease cost 9,591 5,872 April 1, 2023 December 31, 2022 $ $ Balance Sheet Classification Operating leases: Operating lease right-of-use assets 81,097 82,564 Current portion of operating lease liabilities 13,199 13,074 Operating lease liabilities 76,670 77,557 Total operating lease liabilities 89,869 90,631 Finance leases: Property, plant and equipment, gross 168,663 157,801 Accumulated depreciation (24,254 ) (20,494 ) Property, plant and equipment, net 144,409 137,307 Current portion of long-term debt 35,756 33,283 Long-term debt 84,361 90,796 Total finance lease liabilities 120,117 124,079 Quarter ended April 1, 2023 April 2, 2022 $ $ Cash Flow Information Cash paid (received) for amounts included in measurement of lease liabilities: Operating cash flows from operating leases 3,405 3,082 Operating cash flows from finance leases 2,421 773 Financing cash flows from finance leases: Cash paid under finance leases (1) 9,369 2,394 Cash received under finance leases (2) (5,407 ) (18,723 ) Right-of-use assets obtained in exchange for lease liabilities: Operating leases 226 399 Finance leases - 14,680 Right-of-use assets and liabilities reduced through lease terminations or modifications: Operating leases - (1,949 ) (1) (2) April 1, 2023 December 31, 2022 Other Information Weighted-average remaining lease term (years): Operating leases 12.6 12.8 Finance leases 3.5 3.5 Weighted-average discount rate: Operating leases 8.7% 8.7% Finance leases 8.2% 8.2% Operating leases Finance leases $ $ Maturities of Lease Liabilities Remainder of 2023 10,326 29,259 2024 12,461 43,851 2025 11,679 37,851 2026 10,754 24,900 2027 9,727 3,566 Thereafter 152,740 - Total lease payments 207,687 139,427 Less: imputed interest (117,818 ) (19,310 ) Total lease liabilities 89,869 120,117 |
Accounts Payable
Accounts Payable | 3 Months Ended |
Apr. 01, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable [Text Block] | 4. Accounts Payable The Company is party to a supplier finance program with a third-party financial institution, which is offered to certain of the Company's major suppliers. Under this arrangement, the Company agrees with a supplier on the contractual payment terms for the goods the Company procures regardless of whether the supplier elects to participate in the program. If a supplier does participate in the program, the supplier determines, at its own discretion, which invoices, if any, it wants to sell to the financial institution in order to be paid earlier than the contractual payment terms provide. A supplier's voluntary inclusion of an invoice in the program has no bearing on the Company's payment terms, which remain the original due date of the supplier invoice, or the amounts it pays the financial institution, and the Company has no economic interest in a supplier's decision to participate in the program. In addition, the Company has not pledged any assets to the financial institution as it relates to the program. Amounts due to suppliers that elected to participate in the program are included in accounts payable and accrued liabilities on the Company's consolidated balance sheets. As at April 1, 2023, the Company had outstanding payment obligations to these suppliers of $19.6 million confirmed under the program. Payments of obligations associated with the program are reported as operating cash flows on the Company's consolidated statements of cash flows. |
Notes Payable
Notes Payable | 3 Months Ended |
Apr. 01, 2023 | |
Payables and Accruals [Abstract] | |
Notes Payable [Text Block] | 5. Notes Payable Commencing in the first quarter of 2023, the Company is financing certain purchases of trade goods and services through a third-party extended payables facility. Under this facility, a third-party intermediary advances the amount of the scheduled payment to the supplier based on the invoice due date and issues a short-term note payable to the Company for the face amount of the supplier invoice. Interest accrues on the note payable from the contractual payment date of the supplier invoice to the extended due date of the note payable, as specified by the negotiated terms of the facility. The Company does not maintain any form of security with the third-party intermediary. As at April 1, 2023, the Company had outstanding principal payment obligations to the third-party intermediary of $5.2 million, which is recorded as notes payable on the Company’s consolidated balance sheet. Proceeds from, and repayments of the notes payable associated with this facility are reported as financing cash flows on the Company’s consolidated statements of cash flows. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Apr. 01, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt [Text Block] | 6. Long-Term Debt April 1, 2023 December 31, 2022 $ $ Asset-based credit facilities: Revolving credit facilities 142,921 137,253 Term loan facility 56,356 43,748 Total asset-based credit facilities 199,277 181,001 Finance lease liabilities (see note 3) 120,117 124,079 Other 6,784 3,404 Total debt 326,178 308,484 Less: current portion 43,807 38,491 Total long-term debt 282,371 269,993 Asset-Based Credit Facilities On December 31, 2020, the Company entered into a Second Amended and Restated Credit Agreement (the "Credit Agreement"), as amended by the First Amendment, dated as of April 15, 2021, the Second Amendment, dated as of July 2, 2021, the Third Amendment, dated as of February 25, 2022, and the Fourth Amendment, dated as of September 2, 2022, among the Company, SunOpta Foods Inc. ("SunOpta Foods"), the other borrowers and guarantors party thereto, and the lenders party thereto (the "Lenders"). As part of the Credit Agreement, the Lenders provided a five-year, $230 million asset-based revolving credit facility, subject to borrowing base capacity (the "Tranche A Subfacility"), a two-year, $20 million first-in-last-out tranche, subject to a separate borrowing base applicable to certain eligible accounts receivable and inventory with advance rates separate from the Tranche A Subfacility (the "Tranche B Subfacility", and together with the Tranche A Subfacility, the "Revolving Credit Facilities"), and a five-year, up to $75 million delayed draw term loan facility which could be used for borrowings on or prior to March 31, 2023 (the "Term Loan Facility," and together with the Revolving Credit Facilities, the "Asset-Based Credit Facilities"), to finance certain capital expenditures. The Tranche A Subfacility includes borrowing capacity for letters of credit and provides for borrowings on same-day notice, including in the form of swingline loans. The Tranche A Subfacility and Term Loan Facility mature on December 31, 2025. Commencing in March 2023, the Term Loan Facility is repayable in monthly installments equal to 1/84 th Borrowings under the Asset-Based Credit Facilities bear interest based on various reference rates, including the Secured Overnight Financing Rate, plus applicable margins, which are set quarterly based on average borrowing availability for the preceding fiscal quarter. For the quarter ended April 1, 2023, the weighted-average interest rate on all outstanding borrowings under the Asset-Based Credit Facilities was 6.95% (April 2, 2022 - 2.42%). As at April 1, 2023, the Company was in compliance with all covenants of the Credit Agreement. |
Series B1 Preferred Stock
Series B1 Preferred Stock | 3 Months Ended |
Apr. 01, 2023 | |
Class of Stock Disclosures [Abstract] | |
Series B-1 Preferred Stock [Text Block] | 7. Series B-1 Preferred Stock On April 15, 2020, the Company and SunOpta Foods entered into a subscription agreement (the "Series B Subscription Agreement") with Oaktree Organics, L.P. and Oaktree Huntington Investment Fund II, L.P. (collectively, "Oaktree") and Engaged Capital, LLC, Engaged Capital Flagship Master Fund, LP and Engaged Capital Co-Invest IV-A, LP (collectively, "Engaged"). On April 24, 2020, pursuant to the Series B Subscription Agreement, SunOpta Foods issued 15,000 shares of Series B-1 Preferred Stock to each of Oaktree and Engaged for aggregate consideration of $30.0 million and 30,000 shares total (the "Series B-1 Preferred Stock"). Preferred dividends accrue daily on the Series B-1 preferred stock at an annualized rate of 8.0% of the liquidation preference prior to September 30, 2029, and 10.0% of the liquidation preference thereafter. For the second quarter of 2020, SunOpta Foods elected to pay dividends on the Series B-1 preferred stock in kind and, as a result, the aggregate liquidation preference increased to $30.4 million, or approximately $1,015 per share. On March 3, 2023, Engaged exercised their right to exchange all of their shares of Series B-1 Preferred Stock for 6,089,331 shares of the Company's common stock ("Common Shares") at an exchange price of $2.50, together with a cash payment to adjust for fractional Common Shares, plus accrued and unpaid dividends. in connection with the exchange of the Series B-1 Preferred Stock, the Company redeemed all Special Shares, Series 2 of the Company that were held by Engaged. As at April 1, 2023, SunOpta Foods had 15,000 shares of Series B-1 Preferred Stock issued and outstanding to Oaktree. At any time, Oaktree may exchange the Series B-1 Preferred Stock, in whole or in part, into the number of Common Shares equal to, per share of Series B-1 Preferred Stock, the quotient of the liquidation preference divided by the exchange price of $2.50. On or after April 24, 2023, SunOpta Foods may cause Oaktree to exchange all of their shares of Series B-1 Preferred Stock if the volume-weighted average price of the Common Shares during the then preceding 20 trading day period is greater than 200% of the exchange price then in effect. In addition, at any time on or after April 24, 2025, SunOpta Foods may redeem all of the Series B-1 Preferred Stock for an amount per share equal to the value of the liquidation preference at such time, plus accrued and unpaid dividends. In the first quarter of 2023, the Company paid cash dividends on the Series B-1 Preferred Stock of $0.6 million in the aggregate to Oaktree and Engaged related to the fourth quarter of 2022, together with a cash dividend $0.2 million paid to Engaged for the period from January 1, 2023 to March 3, 2023. As at April 1, 2023, the Company accrued unpaid dividends to Oaktree of $0.3 million for the first quarter of 2023, which are recorded in accounts payable and accrued liabilities on the consolidated balance sheet. The carrying value of the Series B-1 Preferred Stock, net of unamortized issuance costs, is being accreted to the redemption value through charges to accumulated deficit, which amounted to $0.2 million for the quarter ended April 1, 2023 (April 2, 2022 - $0.1 million). |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Apr. 01, 2023 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation [Text Block] | 8. Stock-Based Compensation During the quarter ended April 1, 2023, the Company issued 1,242,659 Common Shares, net of 1,057,041 Common Shares withheld for taxes, in connection with the vesting of 2,299,700 performance share units ("PSUs") previously granted to selected employees. The vesting of these PSUs was subject to the Company achieving a predetermined measure of adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") for fiscal 2022 and subject to each employee's continued employment with the Company through the respective vesting dates (the "EBITDA PSUs"). The following table summarizes EBITDA PSU activity for the quarter ended April 1, 2023: Weighted- average grant- EBITDA PSUs date fair value Non-vested, beginning of period 2,355,431 $ 4.80 Granted 1,659 9.37 Vested (2,299,700 ) 4.78 Cancelled (57,390 ) 5.52 Non-vested, end of period - $ - The total intrinsic value of the EBITDA PSUs that vested in the first quarter of 2023 was $18.0 million. |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 01, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes [Text Block] | 9. Income Taxes In determining its quarterly provision for income taxes, the Company uses an estimated annual effective tax rate of approximately 25%, which is based on expected annual earnings and statutory tax rates in the various jurisdictions in which the Company operates. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability on the effective tax rates from quarter to quarter, including excess tax benefits from stock-based compensation. In addition, the Company's effective tax rate may change from period-to-period based on recurring and non-recurring factors including the jurisdictional mix of earnings between countries and between states within the U.S., enacted tax legislation, and tax audit settlements, as well as the impact of limitations on the deductibility of executive and stock-based compensation. The effective tax rate recognized for the quarter ended April 1, 2023 was 141.6%, compared with 15.7% for the quarter ended April 2, 2022. The variation in the interim effective tax rates from the annual effective tax rate was mainly due to the impact of stock-based compensation included in pre-tax earnings in the respective periods, and the recognition of excess tax benefits related to the vesting of stock-based awards in the first quarter of 2023 (see note 8). |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Apr. 01, 2023 | |
Earnings (Loss) Per Share [Abstract] | |
Earnings Per Share [Text Block] | 10. Earnings Per Share Basic and diluted earnings per share were calculated as follows (shares in thousands): Quarter ended April 1, 2023 April 2, 2022 Basic Earnings Per Share Numerator for basic earnings per share: Earnings from continuing operations $ 1,377 $ 1,002 Less: dividends and accretion on preferred stock (704 ) (755 ) Earnings from continuing operations attributable to common shareholders 673 247 Earnings from discontinued operations - 3,566 Earnings attributable to common shareholders $ 673 $ 3,813 Denominator for basic earnings per share: Basic weighted-average number of shares outstanding 110,014 107,399 Basic earnings per share: Earnings from continuing operations $ 0.01 $ 0.00 Earnings from discontinued operations - 0.03 Earnings attributable to common shareholders (1) $ 0.01 $ 0.04 Quarter Ended April 1, 2023 April 2, 2022 Diluted Earnings Per Share Numerator for diluted earnings per share: Earnings from continuing operations $ 1,377 $ 1,002 Less: dividends and accretion on preferred stock (704 ) (755 ) Earnings from continuing operations attributable to common shareholders 673 247 Earnings from discontinued operations - 3,566 Earnings attributable to common shareholders $ 673 $ 3,813 Denominator for diluted earnings per share: Basic weighted-average number of shares outstanding 110,014 107,399 Dilutive effect of the following: Stock options, restricted stock units and performance share units (2) 3,093 960 Series B-1 Preferred Stock (3) - - Diluted weighted-average number of shares outstanding 113,107 108,359 Diluted earnings per share: Earnings from continuing operations $ 0.01 $ 0.00 Earnings from discontinued operations - 0.03 Earnings attributable to common shareholders (1) $ 0.01 $ 0.04 (1) (2) (3) |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Apr. 01, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information [Text Block] | 11. Supplemental Cash Flow Information Quarter ended April 1, 2023 April 2, 2022 $ $ Changes in Operating Assets and Liabilities Accounts receivable (11,606 ) (15,435 ) Inventories 6,490 1,803 Accounts payable and accrued liabilities (2,587 ) 13,815 Other operating assets and liabilities 143 3,008 (7,560 ) 3,191 Non-Cash Investing and Financing Activities Change in additions to property, plant and equipment included in accounts payable and accrued liabilities (1,152 ) (5,776 ) Change in accrued withholding taxes on stock-based awards included in accounts payable and accrued liabilities 8,477 - Change in accrued dividends on preferred stock included in accounts payable and accrued liabilities (305 ) - Change in proceeds receivable from sale of sunflower business (1) 385 - Change in accounts payable and accrued liabilities related to discontinued operations - 6,324 (1) |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 01, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies [Text Block] | 12. Commitments and Contingencies Legal Proceedings Various current and potential claims and litigation arising in the ordinary course of business are pending against the Company. The Company believes it has established adequate accruals for liabilities that are probable and reasonably estimable that may be incurred in connection with any such currently pending matter. In the Company's opinion, the eventual resolution of such matters, either individually or in the aggregate, is not expected to have a material impact on the Company's financial position, results of operations, or cash flows. However, litigation is inherently unpredictable and resolutions or dispositions of claims or lawsuits by settlement or otherwise could have an adverse impact on the Company's financial position, results of operations, and cash flows for the reporting period in which any such resolution or disposition occurs. |
Segment Information
Segment Information | 3 Months Ended |
Apr. 01, 2023 | |
Segment Reporting [Abstract] | |
Segment Information [Text Block] | 13. Segment Information The composition of the Company's operating and reportable segments is as follows: Plant-Based Foods and Beverages includes plant-based beverages and liquid and powder ingredients, utilizing oat, almond, soy, coconut, rice, hemp, and other bases, as well as broths, teas, and nutritional beverages. In addition, the sunflower business, which packaged dry- and oil-roasted inshell sunflower and sunflower kernels and processed raw sunflower inshell and kernel for food and feed applications, was part of this segment until it was divested on October 11, 2022. Fruit-Based Foods and Beverages includes individually quick frozen ("IQF") fruit for retail, including strawberries, blueberries, mango, pineapple, and other berries and blends, and IQF and bulk frozen fruit for foodservice, including toppings, purées, and smoothies. In addition, Fruit-Based Foods and Beverages includes fruit snacks, including bars, twists, ropes, and bite-sized varieties, and fruit smoothie bowls. 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. Total segment operating income/loss includes general and administrative expenses incurred by Corporate Services and excludes other income/expense items. In addition, interest on corporate debt and income taxes are not allocated to the operating segments. Segment Revenues and Operating Income Operating segment results for the quarters ended April 1, 2023 and April 2, 2022 were as follows: Quarter ended April 1, 2023 April 2, 2022 $ $ Revenues from external customers Plant-Based Foods and Beverages 129,350 135,511 Fruit-Based Foods and Beverages 94,530 104,662 Total revenues from external customers 223,880 240,173 Segment operating income (loss) Plant-Based Foods and Beverages 8,277 8,461 Fruit-Based Foods and Beverages 1,785 784 Corporate Services (7,524 ) (5,239 ) Total segment operating income 2,538 4,006 Other expense, net (35 ) (287 ) Interest expense, net (5,812 ) (2,530 ) Earnings (loss) from continuing operations before income taxes (3,309 ) 1,189 Disaggregation of Revenue The following table presents a disaggregation of revenues by operating segment based on categories used by the Company to evaluate sales performance: Quarter ended April 1, 2023 April 2, 2022 $ $ Plant-Based Foods and Beverages Beverages and broths 127,319 108,622 Plant-based ingredients 2,031 9,726 Sunflower and roasted snacks (1) - 17,163 Total Plant-Based Foods and Beverages 129,350 135,511 Fruit-Based Foods and Beverages Frozen fruit and fruit-based ingredients 68,911 83,493 Fruit snacks and smoothie bowls 25,619 21,169 Total Fruit-Based Foods and Beverages 94,530 104,662 Total revenues 223,880 240,173 (1) Reflects revenues of the Company's former sunflower business and related roasted snacks operations, which were sold on October 11, 2022. Segment Assets Total assets by operating segment as at April 1, 2023 and December 31, 2022 were as follows: April 1, 2023 December 31, 2022 $ $ Plant-Based Foods and Beverages 402,763 384,507 Fruit-Based Foods and Beverages 349,654 347,678 Corporate Services 125,708 123,667 Total assets 878,125 855,852 Segment Depreciation and Amortization Depreciation and amortization by operating segment for the quarters ended April 1, 2023 and April 2, 2022 was as follows: Quarter ended April 1, 2023 April 2, 2022 $ $ Plant-Based Foods and Beverages 5,440 4,434 Fruit-Based Foods and Beverages 3,216 3,681 Corporate Services 1,342 1,298 Total depreciation and amortization 9,998 9,413 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 01, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation [Policy 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 United States ("U.S.") generally accepted accounting principles ("U.S. GAAP") for interim financial information. Accordingly, these condensed interim consolidated financial statements do not include all of the disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included and all such adjustments are of a normal, recurring nature. Operating results for the quarter ended April 1, 2023 are not necessarily indicative of the results that may be expected for the full fiscal year ending December 30, 2023 or for any other period. The interim consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared on a basis consistent with the annual consolidated financial statements for the year ended December 31, 2022. For further information, refer to the consolidated financial statements, and notes thereto, included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the "2022 Form 10-K"). As described in notes 1 and 23 to the consolidated financial statements included in the 2022 Form 10-K, certain amounts previously reported for the quarter ended April 2, 2022 have been revised. |
Fiscal Year [Policy Text Block] | Fiscal Year The fiscal year of the Company consists of a 52- or 53-week period ending on the Saturday closest to December 31. Fiscal 2023 is a 52-week period ending on December 30, 2023, with quarterly periods ending on April 1, 2023, July 1, 2023 and September 30, 2023. Fiscal year 2022 was a 52-week period ending on December 31, 2022, with quarterly periods ending on April 2, 2022, July 2, 2022, and October 1, 2022. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory, current [Table Text Block] | April 1, 2023 December 31, 2022 $ $ Raw materials and work-in-process 123,981 124,168 Finished goods 84,527 90,381 Inventory reserves (7,951 ) (7,502 ) 200,557 207,047 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
Leases [Abstract] | |
Schedule of lease costs [Table Text Block] | Quarter ended April 1, 2023 April 2, 2022 $ $ Lease Costs Operating lease cost 3,410 3,211 Finance lease cost: Depreciation of right-of-use assets 3,760 1,888 Interest on lease liabilities 2,421 773 Net lease cost 9,591 5,872 |
Schedule of balance sheet classification, cash flow information, other information [Table Text Block] | April 1, 2023 December 31, 2022 $ $ Balance Sheet Classification Operating leases: Operating lease right-of-use assets 81,097 82,564 Current portion of operating lease liabilities 13,199 13,074 Operating lease liabilities 76,670 77,557 Total operating lease liabilities 89,869 90,631 Finance leases: Property, plant and equipment, gross 168,663 157,801 Accumulated depreciation (24,254 ) (20,494 ) Property, plant and equipment, net 144,409 137,307 Current portion of long-term debt 35,756 33,283 Long-term debt 84,361 90,796 Total finance lease liabilities 120,117 124,079 Quarter ended April 1, 2023 April 2, 2022 $ $ Cash Flow Information Cash paid (received) for amounts included in measurement of lease liabilities: Operating cash flows from operating leases 3,405 3,082 Operating cash flows from finance leases 2,421 773 Financing cash flows from finance leases: Cash paid under finance leases (1) 9,369 2,394 Cash received under finance leases (2) (5,407 ) (18,723 ) Right-of-use assets obtained in exchange for lease liabilities: Operating leases 226 399 Finance leases - 14,680 Right-of-use assets and liabilities reduced through lease terminations or modifications: Operating leases - (1,949 ) (1) (2) April 1, 2023 December 31, 2022 Other Information Weighted-average remaining lease term (years): Operating leases 12.6 12.8 Finance leases 3.5 3.5 Weighted-average discount rate: Operating leases 8.7% 8.7% Finance leases 8.2% 8.2% |
Schedule of lease liabilities maturities [Table Text Block] | Operating leases Finance leases $ $ Maturities of Lease Liabilities Remainder of 2023 10,326 29,259 2024 12,461 43,851 2025 11,679 37,851 2026 10,754 24,900 2027 9,727 3,566 Thereafter 152,740 - Total lease payments 207,687 139,427 Less: imputed interest (117,818 ) (19,310 ) Total lease liabilities 89,869 120,117 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of line of credit facilities [Table Text Block] | April 1, 2023 December 31, 2022 $ $ Asset-based credit facilities: Revolving credit facilities 142,921 137,253 Term loan facility 56,356 43,748 Total asset-based credit facilities 199,277 181,001 Finance lease liabilities (see note 3) 120,117 124,079 Other 6,784 3,404 Total debt 326,178 308,484 Less: current portion 43,807 38,491 Total long-term debt 282,371 269,993 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity [Table Text Block] | Weighted- average grant- EBITDA PSUs date fair value Non-vested, beginning of period 2,355,431 $ 4.80 Granted 1,659 9.37 Vested (2,299,700 ) 4.78 Cancelled (57,390 ) 5.52 Non-vested, end of period - $ - |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
Earnings (Loss) Per Share [Abstract] | |
Schedule of loss per share, basic and diluted [Table Text Block] | Quarter ended April 1, 2023 April 2, 2022 Basic Earnings Per Share Numerator for basic earnings per share: Earnings from continuing operations $ 1,377 $ 1,002 Less: dividends and accretion on preferred stock (704 ) (755 ) Earnings from continuing operations attributable to common shareholders 673 247 Earnings from discontinued operations - 3,566 Earnings attributable to common shareholders $ 673 $ 3,813 Denominator for basic earnings per share: Basic weighted-average number of shares outstanding 110,014 107,399 Basic earnings per share: Earnings from continuing operations $ 0.01 $ 0.00 Earnings from discontinued operations - 0.03 Earnings attributable to common shareholders (1) $ 0.01 $ 0.04 Quarter Ended April 1, 2023 April 2, 2022 Diluted Earnings Per Share Numerator for diluted earnings per share: Earnings from continuing operations $ 1,377 $ 1,002 Less: dividends and accretion on preferred stock (704 ) (755 ) Earnings from continuing operations attributable to common shareholders 673 247 Earnings from discontinued operations - 3,566 Earnings attributable to common shareholders $ 673 $ 3,813 Denominator for diluted earnings per share: Basic weighted-average number of shares outstanding 110,014 107,399 Dilutive effect of the following: Stock options, restricted stock units and performance share units (2) 3,093 960 Series B-1 Preferred Stock (3) - - Diluted weighted-average number of shares outstanding 113,107 108,359 Diluted earnings per share: Earnings from continuing operations $ 0.01 $ 0.00 Earnings from discontinued operations - 0.03 Earnings attributable to common shareholders (1) $ 0.01 $ 0.04 (1) (2) (3) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of cash flow, supplemental disclosures [Table Text Block] | Quarter ended April 1, 2023 April 2, 2022 $ $ Changes in Operating Assets and Liabilities Accounts receivable (11,606 ) (15,435 ) Inventories 6,490 1,803 Accounts payable and accrued liabilities (2,587 ) 13,815 Other operating assets and liabilities 143 3,008 (7,560 ) 3,191 Non-Cash Investing and Financing Activities Change in additions to property, plant and equipment included in accounts payable and accrued liabilities (1,152 ) (5,776 ) Change in accrued withholding taxes on stock-based awards included in accounts payable and accrued liabilities 8,477 - Change in accrued dividends on preferred stock included in accounts payable and accrued liabilities (305 ) - Change in proceeds receivable from sale of sunflower business (1) 385 - Change in accounts payable and accrued liabilities related to discontinued operations - 6,324 (1) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information, by segment [Table Text Block] | Quarter ended April 1, 2023 April 2, 2022 $ $ Revenues from external customers Plant-Based Foods and Beverages 129,350 135,511 Fruit-Based Foods and Beverages 94,530 104,662 Total revenues from external customers 223,880 240,173 Segment operating income (loss) Plant-Based Foods and Beverages 8,277 8,461 Fruit-Based Foods and Beverages 1,785 784 Corporate Services (7,524 ) (5,239 ) Total segment operating income 2,538 4,006 Other expense, net (35 ) (287 ) Interest expense, net (5,812 ) (2,530 ) Earnings (loss) from continuing operations before income taxes (3,309 ) 1,189 |
Schedule of disaggregation of revenue [Table Text Block] | Quarter ended April 1, 2023 April 2, 2022 $ $ Plant-Based Foods and Beverages Beverages and broths 127,319 108,622 Plant-based ingredients 2,031 9,726 Sunflower and roasted snacks (1) - 17,163 Total Plant-Based Foods and Beverages 129,350 135,511 Fruit-Based Foods and Beverages Frozen fruit and fruit-based ingredients 68,911 83,493 Fruit snacks and smoothie bowls 25,619 21,169 Total Fruit-Based Foods and Beverages 94,530 104,662 Total revenues 223,880 240,173 |
Schedule of assets from segment to consolidated [Table Text Block] | April 1, 2023 December 31, 2022 $ $ Plant-Based Foods and Beverages 402,763 384,507 Fruit-Based Foods and Beverages 349,654 347,678 Corporate Services 125,708 123,667 Total assets 878,125 855,852 |
Schedule of segment depreciation and amortization [Table Text Block] | Quarter ended April 1, 2023 April 2, 2022 $ $ Plant-Based Foods and Beverages 5,440 4,434 Fruit-Based Foods and Beverages 3,216 3,681 Corporate Services 1,342 1,298 Total depreciation and amortization 9,998 9,413 |
Significant Accounting Polici_3
Significant Accounting Policies (Narrative) (Details) | 3 Months Ended |
Apr. 01, 2023 | |
Accounting Policies [Abstract] | |
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 2023 is a 52-week period ending on December 30, 2023, with quarterly periods ending on April 1, 2023, July 1, 2023 and September 30, 2023. Fiscal year 2022 was a 52-week period ending on December 31, 2022, with quarterly periods ending on April 2, 2022, July 2, 2022, and October 1, 2022. |
Inventories (Disclosure of inve
Inventories (Disclosure of inventory, current) (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and work-in-process | $ 123,981 | $ 124,168 |
Finished goods | 84,527 | 90,381 |
Inventory reserves | (7,951) | (7,502) |
Total Inventory, Net | $ 200,557 | $ 207,047 |
Leases (Disclosure of lease cos
Leases (Disclosure of lease cost) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
Lease Costs | ||
Operating lease cost | $ 3,410 | $ 3,211 |
Finance lease cost: Depreciation of right-of-use assets | 3,760 | 1,888 |
Finance lease cost: Interest on lease liabilities | 2,421 | 773 |
Net lease cost | $ 9,591 | $ 5,872 |
Leases (Disclosure of balance s
Leases (Disclosure of balance sheet classification) (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 |
Operating leases: | ||
Operating lease right-of-use assets | $ 81,097 | $ 82,564 |
Current portion of operating lease liabilities | 13,199 | 13,074 |
Operating lease liabilities | 76,670 | 77,557 |
Total operating lease liabilities | 89,869 | 90,631 |
Finance leases: | ||
Property, plant and equipment, net | 339,529 | 322,391 |
Current portion of long-term debt | 35,756 | 33,283 |
Long-term debt | 84,361 | 90,796 |
Total finance lease liabilities | 120,117 | 124,079 |
Finance Leases [Member] | ||
Finance leases: | ||
Property, plant and equipment, gross | 168,663 | 157,801 |
Accumulated depreciation | (24,254) | (20,494) |
Property, plant and equipment, net | $ 144,409 | $ 137,307 |
Leases (Disclosure of cash flow
Leases (Disclosure of cash flow information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
Cash Flow Information | ||
Operating cash flows from operating leases | $ 3,405 | $ 3,082 |
Operating cash flows from finance leases | 2,421 | 773 |
Cash paid under finance leases | 9,369 | 2,394 |
Cash received under finance leases | (5,407) | (18,723) |
Right-of-use assets obtained in exchange for lease liabilities: | ||
Operating leases | 226 | 399 |
Finance Leases | 0 | 14,680 |
Operating Leases [Member] | ||
Right-of-use assets obtained in exchange for lease liabilities: | ||
Right-of-use assets and liabilities reduced through lease terminations or modifications. | $ 0 | $ (1,949) |
Leases (Disclosure of other inf
Leases (Disclosure of other information) (Details) | Apr. 01, 2023 | Dec. 31, 2022 |
Other Information [Abstract] | ||
Weighted-average remaining lease term (years), Operating leases | 12 years 7 months 6 days | 12 years 9 months 18 days |
Weighted-average remaining lease term (years), Finance leases | 3 years 6 months | 3 years 6 months |
Weighted-average discount rate, Operating leases | 8.70% | 8.70% |
Weighted-average discount rate, Finance leases | 8.20% | 8.20% |
Leases (Disclosure of lessee op
Leases (Disclosure of lessee operating lease, liability, maturity) (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 |
Operating leases | ||
Remainder of 2023 | $ 10,326 | |
2024 | 12,461 | |
2025 | 11,679 | |
2026 | 10,754 | |
2027 | 9,727 | |
Thereafter | 152,740 | |
Total lease payments | 207,687 | |
Less: imputed interest | (117,818) | |
Total lease liabilities | 89,869 | $ 90,631 |
Finance leases | ||
Remainder of 2023 | 29,259 | |
2024 | 43,851 | |
2025 | 37,851 | |
2026 | 24,900 | |
2027 | 3,566 | |
Thereafter | 0 | |
Total lease payments | 139,427 | |
Less: imputed interest | (19,310) | |
Total finance lease liabilities | $ 120,117 | $ 124,079 |
Accounts Payable (Narrative) (D
Accounts Payable (Narrative) (Details) $ in Millions | Apr. 01, 2023 USD ($) |
Payables and Accruals [Abstract] | |
Outstanding payment obligations to suppliers | $ 19.6 |
Notes Payable (Narrative) (Deta
Notes Payable (Narrative) (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Outstanding principal payment obligations | $ 5,229 | $ 0 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Apr. 15, 2021 | Apr. 01, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Finance lease liabilities | $ 120,117 | $ 124,079 | |
Tranche A Subfacility [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility, frequency of payment and payment terms | The Tranche A Subfacility and Term Loan Facility mature on December 31, 2025. Commencing in March 2023, the Term Loan Facility is repayable in monthly installments equal to 1/84th of the principal amount of the Term Loan Facility outstanding as at March 31, 2023, with the remaining amount payable at the maturity thereof. | ||
Line of credit facility, interest rate description | Borrowings under the Asset-Based Credit Facilities bear interest based on various reference rates, including the Secured Overnight Financing Rate, plus applicable margins, which are set quarterly based on average borrowing availability for the preceding fiscal quarter. For the quarter ended April 1, 2023, the weighted-average interest rate on all outstanding borrowings under the Asset-Based Credit Facilities was 6.95% (April 2, 2022 - 2.42%). | ||
Tranche A Subfacility [Member] | Amendment To Credit Agreement [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, term | 5 years | ||
Line of credit facility, maximum borrowing capacity | $ 230,000 | ||
Line of credit facility, increased maximum borrowing capacity | $ 250,000 | ||
Tranche B Subfacility [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, term | 2 years | ||
Line of credit facility, maximum borrowing capacity | $ 20,000 | ||
Line of credit facility, frequency of payment and payment terms | The Tranche B Subfacility matures on April 15, 2024, with amortization payments of $2.5 million, payable at the end of each fiscal quarter, commencing with the first quarter of 2023, with the remaining amount payable at the maturity thereof. Each repayment of Tranche B Subfacility loans results in an increase of the Lenders' commitments under the Tranche A Subfacility, provided that such increases will not cause the aggregate Lenders' commitments under the Tranche A Subfacility to exceed $250 million. | ||
Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, term | 5 years | ||
Line of credit facility, maximum borrowing capacity | $ 75,000 |
Long-Term Debt (Disclosure of l
Long-Term Debt (Disclosure of long-term debt) (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Total asset-based credit facilities | $ 199,277 | $ 181,001 |
Finance lease liabilities | 120,117 | 124,079 |
Other | 6,784 | 3,404 |
Total debt | 326,178 | 308,484 |
Less: current portion | 43,807 | 38,491 |
Total long-term debt | 282,371 | 269,993 |
Revolving credit facilities [Member] | ||
Line of Credit Facility [Line Items] | ||
Total asset-based credit facilities | 142,921 | 137,253 |
Term loan facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Total asset-based credit facilities | $ 56,356 | $ 43,748 |
Series B1 Preferred Stock (Narr
Series B1 Preferred Stock (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | |||
Mar. 03, 2023 | Apr. 24, 2020 | Mar. 03, 2023 | Apr. 01, 2023 | Apr. 02, 2022 | Jul. 02, 2020 | |
Temporary Equity [Line Items] | ||||||
Dividends paid | $ 818 | $ 609 | ||||
Series B-1 Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Preferred Stock, Shares Issued | 30,000 | |||||
Preferred Stock, Value, Issued | $ 30,000 | |||||
Unamortized issuance costs | 200 | $ 100 | ||||
Series B-1 Preferred Stock [Member] | Oaktree and Engaged [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Preferred Stock, Shares Issued | 15,000 | |||||
Preferred Stock, Dividend Payment Terms | Preferred dividends accrue daily on the Series B-1 preferred stock at an annualized rate of 8.0% of the liquidation preference prior to September 30, 2029, and 10.0% of the liquidation preference thereafter. | |||||
Preferred Stock, Liquidation Preference, Value | $ 30,400 | |||||
Preferred Stock, Liquidation Preference Per Share | $ 1,015 | |||||
Dividends paid | $ 600 | |||||
Series B-1 Preferred Stock [Member] | Engaged [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Number of shares issued for conversion preferred stock | 6,089,331 | |||||
Preferred stock, conversion price | $ 2.5 | $ 2.5 | ||||
Shares exchanged as a percentage of shares issued and outstanding | 5.30% | |||||
Preferred stock value derecognized | $ 14,100 | |||||
Unamortized issuance costs | 1,100 | |||||
Preferred stock issuance costs | $ 100 | $ 100 | ||||
Dividends paid | $ 200 | |||||
Series B-1 Preferred Stock [Member] | Oaktree [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Preferred Stock, Shares Issued | 15,000 | |||||
Preferred Stock, Convertible, Terms | At any time, Oaktree may exchange the Series B-1 Preferred Stock, in whole or in part, into the number of Common Shares equal to, per share of Series B-1 Preferred Stock, the quotient of the liquidation preference divided by the exchange price of $2.50. On or after April 24, 2023, SunOpta Foods may cause Oaktree to exchange all of their shares of Series B-1 Preferred Stock if the volume-weighted average price of the Common Shares during the then preceding 20 trading day period is greater than 200% of the exchange price then in effect. | |||||
Preferred Stock, Redemption Terms | In addition, at any time on or after April 24, 2025, SunOpta Foods may redeem all of the Series B-1 Preferred Stock for an amount per share equal to the value of the liquidation preference at such time, plus accrued and unpaid dividends. | |||||
Accrued unpaid dividends | $ 300 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - Performance Share Units ("PSUs") [Member] $ in Millions | 3 Months Ended |
Apr. 01, 2023 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock issued during period, shares, vesting of performance share units | 1,242,659 |
Stock issued during period, shares, shares sold to cover statutory income tax withholding | 1,057,041 |
Performance share units vested | 2,299,700 |
Intrinsic value of performance share units vested | $ | $ 18 |
Stock-Based Compensation (Discl
Stock-Based Compensation (Disclosure of stock options) (Details) - PSUs [Member] | 3 Months Ended |
Apr. 01, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested, beginning of period | shares | 2,355,431 |
Granted | shares | 1,659 |
Vested | shares | (2,299,700) |
Cancelled | shares | (57,390) |
Non-vested, end of period | shares | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Non-vested, beginning of period | $ / shares | $ 4.8 |
Granted | $ / shares | 9.37 |
Vested | $ / shares | 4.78 |
Cancelled | $ / shares | 5.52 |
Non-vested, end of period | $ / shares | $ 0 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
Income Tax Disclosure [Abstract] | ||
Estimated annual effective tax rate | 25% | |
Effective tax rate recognized | 141.60% | 15.70% |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
Stock options and RSUs [Member] | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 2,243,349 | 1,122,466 |
Series B-1 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 | 6,089,333 | 12,178,667 |
Earnings Per Share (Disclosure
Earnings Per Share (Disclosure of basic and diluted earnings (loss) per share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
Numerator for basic earnings per share: | ||
Earnings from continuing operations | $ 1,377 | $ 1,002 |
Less: dividends and accretion on preferred stock | (704) | (755) |
Earnings from continuing operations attributable to common shareholders | 673 | 247 |
Earnings from discontinued operations | 0 | 3,566 |
Earnings attributable to common shareholders | $ 673 | $ 3,813 |
Basic weighted-average number of shares outstanding | 110,014 | 107,399 |
Basic earnings per share: | ||
Earnings from continuing operations | $ 0.01 | $ 0 |
Earnings from discontinued operations | 0 | 0.03 |
Earnings attributable to common shareholders | $ 0.01 | $ 0.04 |
Numerator for diluted earnings per share: | ||
Earnings from continuing operations | $ 1,377 | $ 1,002 |
Less: dividends and accretion on preferred stock | (704) | (755) |
Earnings from continuing operations attributable to common shareholders | 673 | 247 |
Earnings from discontinued operations | 0 | 3,566 |
Earnings attributable to common shareholders | $ 673 | $ 3,813 |
Denominator for diluted earnings per share: | ||
Basic weighted-average number of shares outstanding | 110,014 | 107,399 |
Dilutive effect of the following: | ||
Diluted weighted-average number of shares outstanding | 113,107 | 108,359 |
Diluted earnings (loss) per share: | ||
Earnings from continuing operations | $ 0.01 | $ 0 |
Earnings from discontinued operations | 0 | 0.03 |
Earnings attributable to common shareholders | $ 0.01 | $ 0.04 |
Stock options, restricted stock units and performance share units [Member] | ||
Dilutive effect of the following: | ||
Diluted weighted-average number of shares outstanding | 3,093 | 960 |
Series B-1 Preferred Stock [Member] | ||
Dilutive effect of the following: | ||
Diluted weighted-average number of shares outstanding | 0 | 0 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Narrative) (Details) - Sunflower Business [Member] $ in Millions | 3 Months Ended |
Apr. 01, 2023 USD ($) | |
Long-Lived Assets Held-for-sale [Line Items] | |
Sale of business, description | On October 11, 2022, the Company completed the sale of 100% of the assets and liabilities of its sunflower business and related roasted snacks operations |
Net proceeds from sale of sunflower business | $ 8.2 |
Proceeds related to settlement of final working capital adjustment | $ 0.4 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information (Disclosure of supplemental cash flow information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
Changes in Operating Assets and Liabilities | ||
Accounts receivable | $ (11,606) | $ (15,435) |
Inventories | 6,490 | 1,803 |
Accounts payable and accrued liabilities | (2,587) | 13,815 |
Other operating assets and liabilities | 143 | 3,008 |
Changes in operating assets and liabilities, total | (7,560) | 3,191 |
Non-Cash Investing and Financing Activities | ||
Change in additions to property, plant and equipment included in accounts payable and accrued liabilities | (1,152) | (5,776) |
Change in accrued withholding taxes on stock-based awards included in accounts payable and accrued liabilities | 8,477 | 0 |
Change in accrued dividends on preferred stock included in accounts payable and accrued liabilities | (305) | 0 |
Change in proceeds receivable from sale of sunflower business | 385 | 0 |
Change in accounts payable and accrued liabilities related to discontinued operations | $ 0 | $ 6,324 |
Segment Information (Disclosure
Segment Information (Disclosure of segment revenues and operating income) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenues from external customers | $ 223,880 | $ 240,173 |
Total segment operating income | 2,538 | 4,006 |
Other expense, net | (35) | (287) |
Interest expense, net | (5,812) | (2,530) |
Earnings (loss) from continuing operations before income taxes | (3,309) | 1,189 |
Plant-Based Foods And Beverages [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenues from external customers | 129,350 | 135,511 |
Total segment operating income | 8,277 | 8,461 |
Fruit-Based Foods and Beverages [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenues from external customers | 94,530 | 104,662 |
Total segment operating income | 1,785 | 784 |
Corporate Services [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total segment operating income | $ (7,524) | $ (5,239) |
Segment Information (Disclosu_2
Segment Information (Disclosure of disaggregation of revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 223,880 | $ 240,173 |
Plant-Based Foods And Beverages [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 129,350 | 135,511 |
Plant-Based Foods And Beverages [Member] | Beverages and broths [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 127,319 | 108,622 |
Plant-Based Foods And Beverages [Member] | Plant-based ingredients [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 2,031 | 9,726 |
Plant-Based Foods And Beverages [Member] | Sunflower and roasted snacks [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 17,163 |
Fruit-Based Foods and Beverages [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 94,530 | 104,662 |
Fruit-Based Foods and Beverages [Member] | Frozen fruit and fruit-based ingredients [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 68,911 | 83,493 |
Fruit-Based Foods and Beverages [Member] | Fruit snacks and smoothie bowls [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 25,619 | $ 21,169 |
Segment Information (Disclosu_3
Segment Information (Disclosure of segment assets) (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 878,125 | $ 855,852 |
Plant-Based Foods And Beverages [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 402,763 | 384,507 |
Fruit-Based Foods and Beverages [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 349,654 | 347,678 |
Corporate Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 125,708 | $ 123,667 |
Segment Information (Disclosu_4
Segment Information (Disclosure of segment depreciation and amortization) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total depreciation and amortization | $ 9,998 | $ 9,413 |
Plant-Based Foods And Beverages [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total depreciation and amortization | 5,440 | 4,434 |
Fruit-Based Foods and Beverages [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total depreciation and amortization | 3,216 | 3,681 |
Corporate Services [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total depreciation and amortization | $ 1,342 | $ 1,298 |