Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Entity Registrant Name | SUNOPTA INC. | |
Entity Central Index Key | 0000351834 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
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 | 115,652,157 | |
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 [Member] | Common Shares [Member] | ||
Trading Symbol | STKL | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common Shares | |
The Toronto Stock Exchange [Member] | Common Shares [Member] | ||
Trading Symbol | SOY | |
Title of 12(b) Security | Common Shares |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 152,541 | $ 144,023 | $ 448,673 | $ 431,605 |
Cost of goods sold | 132,273 | 118,891 | 385,697 | 355,691 |
Gross profit | 20,268 | 25,132 | 62,976 | 75,914 |
Selling, general and administrative expenses | 18,377 | 17,866 | 58,403 | 58,864 |
Intangible asset amortization | 446 | 446 | 1,338 | 1,338 |
Other expense (income), net | 0 | 451 | (20) | 1,408 |
Foreign exchange loss (gain) | (37) | (223) | 44 | (208) |
Operating income | 1,482 | 6,592 | 3,211 | 14,512 |
Interest expense, net | 7,162 | 3,901 | 19,391 | 8,844 |
Earnings (loss) from continuing operations before income taxes | (5,680) | 2,691 | (16,180) | 5,668 |
Income tax expense | 0 | 332 | 3,978 | 1,360 |
Earnings (loss) from continuing operations | (5,680) | 2,359 | (20,158) | 4,308 |
Loss from discontinued operations | (140,143) | (14,293) | (143,126) | (10,203) |
Net loss | (145,823) | (11,934) | (163,284) | (5,895) |
Dividends and accretion on preferred stock | (426) | (764) | (1,552) | (2,279) |
Loss attributable to common shareholders | $ (146,249) | $ (12,698) | $ (164,836) | $ (8,174) |
Basic earnings (loss) per share | ||||
Earnings (loss) from continuing operations - Basic | $ (0.05) | $ 0.01 | $ (0.19) | $ 0.02 |
Earnings (loss) from continuing operations - Diluted | (0.05) | 0.01 | (0.19) | 0.02 |
Loss from discontinued operations - Basic | (1.21) | (0.13) | (1.26) | (0.09) |
Loss from discontinued operations - Diluted | (1.21) | (0.13) | (1.26) | (0.09) |
Loss attributable to common shareholders - Basic | (1.26) | (0.12) | (1.45) | (0.08) |
Loss attributable to common shareholders - Diluted | $ (1.26) | $ (0.12) | $ (1.45) | $ (0.08) |
Weighted-average common shares outstanding (000s) | ||||
Basic | 115,616 | 107,752 | 113,700 | 107,566 |
Diluted | 115,616 | 109,239 | 113,700 | 108,731 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 348 | $ 679 |
Restricted cash | 3,196 | 0 |
Accounts receivable, net of allowance for credit losses of $290 and $318, respectively | 60,634 | 59,545 |
Inventories | 84,332 | 74,439 |
Prepaid expenses and other current assets | 20,011 | 15,535 |
Income taxes recoverable | 3,384 | 4,040 |
Current assets held for sale | 142,070 | 148,119 |
Total current assets | 313,975 | 302,357 |
Property, plant and equipment, net | 316,500 | 292,306 |
Operating lease right-of-use assets | 84,653 | 78,761 |
Intangible assets, net | 22,307 | 23,646 |
Goodwill | 3,998 | 3,998 |
Deferred income taxes | 696 | 3,712 |
Other assets | 4,522 | 5,184 |
Non-current assets held for sale | 0 | 145,888 |
Total assets | 746,651 | 855,852 |
Current liabilities | ||
Accounts payable and accrued liabilities | 89,993 | 95,879 |
Notes payable | 44,446 | 0 |
Income taxes payable | 521 | 957 |
Current portion of long-term debt | 46,695 | 38,491 |
Current portion of operating lease liabilities | 13,488 | 12,499 |
Current liabilities held for sale | 18,878 | 13,207 |
Total current liabilities | 214,021 | 161,033 |
Long-term debt | 268,093 | 269,993 |
Operating lease liabilities | 80,842 | 74,329 |
Deferred income taxes | 325 | 0 |
Non-current liabilities held for sale | 0 | 3,228 |
Total liabilities | 563,281 | 508,583 |
Series B-1 preferred stock | 14,385 | 28,062 |
SHAREHOLDERS' EQUITY | ||
Common shares, no par value, unlimited shares authorized, 115,651,168 shares issued (December 31, 2022 - 107,909,792) | 462,630 | 440,348 |
Additional paid-in capital | 25,516 | 33,184 |
Accumulated deficit | (320,524) | (155,688) |
Accumulated other comprehensive income | 1,363 | 1,363 |
Total shareholders' equity | 168,985 | 319,207 |
Total liabilities and shareholders' equity | $ 746,651 | $ 855,852 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 290 | $ 318 |
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock Shares Issued | 115,651,168 | 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 | ||||
Share issuance costs | 0 | ||||
Employee stock purchase plan | $ 431 | 431 | |||
Employee stock purchase plan (in shares) | 70 | ||||
Stock incentive plan | $ 2,776 | (2,004) | 772 | ||
Stock incentive plan (in shares) | 398 | ||||
Withholding taxes on stock-based awards | (1,602) | (1,602) | |||
Stock-based compensation | 9,691 | 9,691 | |||
Net loss | (5,895) | (5,895) | |||
Dividends on preferred stock | (1,827) | (1,827) | |||
Accretion on preferred stock | (452) | (452) | |||
Balance at Oct. 01, 2022 | $ 439,670 | 29,325 | (155,912) | 1,363 | 314,446 |
Balance (in shares) at Oct. 01, 2022 | 107,828 | ||||
Balance at Jul. 02, 2022 | $ 438,668 | 26,254 | (143,214) | 1,363 | 323,071 |
Balance (in shares) at Jul. 02, 2022 | 107,687 | ||||
Share issuance costs | 0 | ||||
Employee stock purchase plan | $ 152 | 152 | |||
Employee stock purchase plan (in shares) | 17 | ||||
Stock incentive plan | $ 850 | (390) | 460 | ||
Stock incentive plan (in shares) | 124 | ||||
Withholding taxes on stock-based awards | (631) | (631) | |||
Stock-based compensation | 4,092 | 4,092 | |||
Net loss | (11,934) | (11,934) | |||
Dividends on preferred stock | (609) | (609) | |||
Accretion on preferred stock | (155) | (155) | |||
Balance at Oct. 01, 2022 | $ 439,670 | 29,325 | (155,912) | 1,363 | 314,446 |
Balance (in shares) at Oct. 01, 2022 | 107,828 | ||||
Balance at Dec. 31, 2022 | $ 440,348 | 33,184 | (155,688) | 1,363 | 319,207 |
Balance (in shares) at Dec. 31, 2022 | 107,910 | ||||
Share issuance costs | (191) | ||||
Exchange of Series B-1 preferred stock, net of share issuance costs of $123 | $ 13,915 | 13,915 | |||
Exchange of Series B-1 preferred stock, net of share issuance costs of $123 (in share) | 6,089 | ||||
Employee stock purchase plan | $ 463 | 463 | |||
Employee stock purchase plan (in shares) | 92 | ||||
Stock incentive plan | $ 7,904 | (7,536) | 368 | ||
Stock incentive plan (in shares) | 1,560 | ||||
Withholding taxes on stock-based awards | (9,121) | (9,121) | |||
Stock-based compensation | 8,989 | 8,989 | |||
Net loss | (163,284) | (163,284) | |||
Dividends on preferred stock | (1,123) | (1,123) | |||
Accretion on preferred stock | (429) | (429) | |||
Balance at Sep. 30, 2023 | $ 462,630 | 25,516 | (320,524) | 1,363 | 168,985 |
Balance (in shares) at Sep. 30, 2023 | 115,651 | ||||
Balance at Jul. 01, 2023 | $ 462,290 | 22,715 | (174,275) | 1,363 | 312,093 |
Balance (in shares) at Jul. 01, 2023 | 115,580 | ||||
Share issuance costs | $ (68) | (68) | |||
Employee stock purchase plan | $ 154 | 154 | |||
Employee stock purchase plan (in shares) | 42 | ||||
Stock incentive plan | $ 254 | (153) | 101 | ||
Stock incentive plan (in shares) | 29 | ||||
Withholding taxes on stock-based awards | (114) | (114) | |||
Stock-based compensation | 3,068 | 3,068 | |||
Net loss | (145,823) | (145,823) | |||
Dividends on preferred stock | (305) | (305) | |||
Accretion on preferred stock | (121) | (121) | |||
Balance at Sep. 30, 2023 | $ 462,630 | $ 25,516 | $ (320,524) | $ 1,363 | $ 168,985 |
Balance (in shares) at Sep. 30, 2023 | 115,651 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||
Share issuance costs | $ 68 | $ 0 | $ 191 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Operating activities | ||||
Net loss | $ (145,823) | $ (11,934) | $ (163,284) | $ (5,895) |
Loss from discontinued operations | (140,143) | (14,293) | (143,126) | (10,203) |
Earnings (loss) from continuing operations | (5,680) | 2,359 | (20,158) | 4,308 |
Items not affecting cash: | ||||
Depreciation and amortization | 7,983 | 5,837 | 22,873 | 16,828 |
Amortization of debt issuance costs | 298 | 413 | 1,093 | 1,184 |
Deferred income taxes | 282 | 7,590 | 4,260 | 11,237 |
Stock-based compensation | 3,068 | 4,092 | 8,989 | 9,691 |
Other | (96) | (74) | 410 | 1,822 |
Changes in operating assets and liabilities, net of divestitures | (31,708) | (10,878) | (25,852) | (21,651) |
Net cash provided by (used in) operating activities of continuing operations | (25,853) | 9,339 | (8,385) | 23,419 |
Net cash provided by operating activities of discontinued operations | 16,521 | 10,634 | 18,798 | 9,643 |
Net cash provided by (used in) operating activities | (9,332) | 19,973 | 10,413 | 33,062 |
Investing activities | ||||
Additions to property, plant and equipment | (4,716) | (37,371) | (37,272) | (98,742) |
Proceeds from sale of property, plant and equipment | 0 | 90 | 0 | 4,182 |
Net cash used in investing activities of continuing operations | (4,716) | (37,281) | (37,272) | (94,560) |
Net cash provided by (used in) investing activities of discontinued operations | (127) | 15,373 | (1,085) | 7,750 |
Net cash used in investing activities | (4,843) | (21,908) | (38,357) | (86,810) |
Financing activities | ||||
Increase in borrowings under revolving credit facilities | 16,207 | 1,761 | 22,718 | 19,724 |
Borrowings of long-term debt | 507 | 33,094 | 19,840 | 74,197 |
Repayment of long-term debt | (10,629) | (6,172) | (31,435) | (13,557) |
Proceeds from notes payable | 42,507 | 0 | 77,602 | 0 |
Repayment of notes payable | (17,788) | 0 | (33,156) | 0 |
Proceeds from the exercise of stock options and employee share purchases | 255 | 612 | 831 | 1,203 |
Payment of withholding taxes on stock-based awards | (114) | (631) | (9,121) | (1,602) |
Payment of cash dividends on preferred stock | (304) | (609) | (1,427) | (1,827) |
Payment of share issuance costs | (68) | 0 | (191) | 0 |
Payment of debt issuance costs | 0 | (113) | 0 | (672) |
Net cash provided by financing activities of continuing operations | 30,573 | 27,942 | 45,661 | 77,466 |
Net cash used in financing activities of discontinued operations | (13,835) | (26,101) | (14,852) | (23,486) |
Net cash provided by financing activities | 16,738 | 1,841 | 30,809 | 53,980 |
Increase (decrease) in cash, cash equivalents and restricted cash in the period | 2,563 | (94) | 2,865 | 232 |
Cash and cash equivalents, beginning of the period | 981 | 553 | 679 | 227 |
Cash, cash equivalents and restricted cash, end of the period | $ 3,544 | $ 459 | $ 3,544 | $ 459 |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 and three quarters ended September 30, 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 and three quarters ended October 1, 2022 have been revised. Discontinued Operations As described in note 2, on October 12, 2023, the Company completed the divestiture of its frozen fruit business ("Frozen Fruit"). The divestiture of Frozen Fruit completes the Company's strategic optimization plan for its non-core, commodity-based businesses, which included the divestiture of its sunflower business ("Sunflower") in October 2022, in order to focus on value-add products in plant-based and healthy snack categories. As at September 30, 2023, Frozen Fruit met the held for sale criteria and, together with Sunflower, qualifies for reporting as discontinued operations beginning in the third quarter of 2023. As a result, the operating results and cash flows of Frozen Fruit for the quarter and three quarters ended September 30, 2023 and October 1, 2022, together with the operating results and cash flows of Sunflower for the quarter and three quarters ended October 1, 2022, have been reclassified as discontinued operations on the consolidated statements of operations and cash flows, and the assets and liabilities of the Frozen Fruit disposal group have been reclassified and reported as held for sale on the consolidated balance sheets as at September 30, 2023 and December 31, 2022. In addition, the information disclosed in these notes to the unaudited consolidated financial statements is presented on a continuing operations basis, with comparative period information recast to reflect Frozen Fruit and Sunflower as discontinued operations. Segment Information In connection with the divestiture of Frozen Fruit, the Company changed its internal organization and reporting structures in the third quarter of 2023 and began operating as one segment. These changes included the elimination of the roles and responsibilities of the former General Managers of the Company, who were previously identified as the segment managers of the Company's former Plant-Based and Fruit-Based Foods and Beverages operating and reportable segments. With these changes, the Company's Chief Executive Officer, who has been identified as the Chief Operating Decision Maker ("CODM"), manages operations on a company-wide basis, rather than at a product category or business unit level. The CODM is supported by a centralized management team based on functional area, including sales, marketing, supply chain, and research and development, as well as finance, IT and administration. Only the CODM has overall responsibility and accountability for the profitability and cash flows of the Company. Using financial information at the consolidated level, the CODM makes key operating decisions, including approving annual operating plans, expanding into new markets or product categories, pursuing business acquisitions or divestitures, and initiating major capital expenditure programs. In addition, the CODM determines the allocation of resources and capital investments to optimize operations and maximize opportunities for the Company as a whole, without regard to specific product categories or business units. The CODM also uses consolidated information to assess performance against the annual operating plan and to set company-wide incentive compensation targets. Following the divestiture of its commodity-based businesses, the majority of the Company's products are shelf-stable packaged food and beverage products and share similar customers and distribution. Refer to note 15 for a disaggregation of the Company's revenues by product category. 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. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2023 | |
Divestiture of Frozen Fruit [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Discontinued Operations [Text Block] | 2. Discontinued Operations Divestiture of Frozen Fruit On October 12, 2023, the Company entered into an Asset Purchase Agreement ("APA") with Natures Touch Mexico, S. de R.L. de C.V. and Nature's Touch Frozen Fruits, LLC (the "Purchasers") to sell to the Purchasers certain assets and liabilities of Frozen Fruit for an aggregate purchase price of approximately $141 million, subject to closing working capital adjustments (the "Transaction"). On October 12, 2023 (the "Closing Date"), the Company completed the Transaction in accordance with the terms of the APA. The Transaction represents the Company's exit from the processing, packaging and selling of individually quick frozen fruit for retail, foodservice and industrial applications. Frozen Fruit was previously identified as Included with the Transaction are owned facilities of Frozen Fruit located in Edwardsville, Kansas, and Jacona, Mexico. A leased frozen fruit facility located in Oxnard, California and certain inventories of frozen fruit were not acquired by the Purchasers as part of the Transaction. At the Closing Date, the estimated aggregate purchase price comprised cash consideration of $95.3 million; a short-term note receivable of $10.5 million, payable in five consecutive monthly installments of $2.1 million beginning 30 days following the Closing Date; secured seller promissory notes due in three years and with a stated principal amount of $20.0 million in the aggregate (the "Seller Promissory Notes"); and the assumption by the Purchasers of $15.7 million of accounts payable and accrued liabilities of Frozen Fruit. At the Closing Date, $20.5 million of the cash consideration was used to make required repayments of certain bank loans and other liabilities of Frozen Fruit not assumed by the Purchasers. The Company utilized the remaining cash consideration of $74.8 million to repay a portion of the outstanding borrowings under its revolving credit facilities (see note 8). The estimated aggregate purchase price is subject to post-closing adjustments based on the final net working capital to be determined as of the Closing Date. Any downward adjustment to the aggregate purchase price will be deducted from the principal amount of the Seller Promissory Notes in an amount up to $5.0 million in the aggregate, with any additional downward adjustment payable by the Company to the Purchasers in cash. The portion of any upward adjustment in the aggregate purchase price not paid to the Company by the Purchasers in cash will be added to the principal amount of the Seller Promissory Notes. The Seller Promissory Notes bear interest at a rate per annum equal to the secured overnight financing rate, determined quarterly in advance, plus a margin of 4.00% for the first year and 7.00% for the second and third years. Interest is payable quarterly in-kind. The Seller Promissory Notes mature on October 12, 2026, and outstanding principal and accrued and unpaid interest is payable on the maturity date. On the Closing Date, the Company entered into post-closing transitional services agreements with the Purchasers to facilitate an orderly transfer of the business operations. The services provided under the agreements include, but are not limited to, IT and financial shared services, payroll and benefits administration, supply chain transition services, and contract manufacturing. These services terminate at various times up to nine months from the Closing Date and certain services may be extended up to an additional three months. Internal labor and third-party costs incurred by the Company to provide these services are recoverable from the Purchasers as incurred, including a mark-up on manufacturing services. Reverse transition services to be provided by the Purchasers include, but are not limited to, support for the sell-through of the frozen fruit inventory that was not acquired by the Purchasers, in exchange for a broker fee on sales of the retained inventory to third parties. As at September 30, 2023, the Company determined that Frozen Fruit qualified for reporting as a discontinued operation held for sale. The Company recognized an estimated pre-tax loss on divestiture of $118.8 million to write down the carrying value of the net assets of the Transaction disposal group to fair value based on the estimated aggregate purchase price less estimated costs to sell. The estimated pre-tax loss on divestiture is recognized as part of the loss from discontinued operations in the consolidated statements of operations for the quarter and three quarters ended September 30, 2023. In addition, included in the assets held for sale as at September 30, 2023, are the carrying values of the Oxnard, California, facility and frozen fruit inventory that were not acquired by the Purchasers, as the Company’s plan for the divestiture of Frozen Fruit included the immediate liquidation of these assets, as they are not of use in the Company’s continuing operations. The net assets of Frozen Fruit that have been reclassified and reported as held for sale on the consolidated balance sheets as at September 30, 2023 and December 31, 2022, are as follows: September 30, 2023 December 31, 2022 $ $ Assets Accounts receivable 16,644 15,358 Inventories 111,891 132,608 Other current assets 764 153 Property, plant and equipment, net 24,851 30,085 Operating lease right-of-use assets 715 3,803 Intangible assets, net 106,000 112,000 Loss on divestiture (118,795 ) - Total assets held for sale 142,070 294,007 Liabilities Accounts payable and accrued liabilities 15,375 12,632 Operating lease liabilities 3,503 3,803 Total liabilities held for sale 18,878 16,435 The table below presents the major components of the results of discontinued operations reported in the consolidated statement of operations for the quarter and three quarters ended September 30, 2023 and October 1, 2022. The results of operations for the quarter and three quarters ended October 1, 2022 include the results of Sunflower, which prior to the divestiture of Frozen Fruit did not qualify on a quantitative basis for reporting as discontinued operations on a standalone basis. Quarter ended Three quarters ended September 30, October 1, September 30, October 1, $ $ $ $ Revenues 58,614 85,642 194,171 281,764 Cost of goods sold (1) 68,760 79,391 202,443 263,041 Selling, general and administrative expenses (2) 2,370 2,788 7,347 8,304 Intangible asset amortization 2,000 2,166 6,000 6,498 Other expense (income), net (3) 5,885 (3,478 ) 5,713 (2,608 ) Foreign exchange loss (gain) 912 696 (3,757 ) 82 Interest expense (4) 840 441 1,392 1,160 Earnings (loss) before loss on divestiture (22,153 ) 3,638 (24,967 ) 5,287 Loss on divestiture (5) (118,795 ) (23,227 ) (118,795 ) (31,468 ) Loss from discontinued operations before income taxes (140,948 ) (19,589 ) (143,762 ) (26,181 ) Income tax benefit (805 ) (5,296 ) (636 ) (15,978 ) Loss from discontinued operations (140,143 ) (14,293 ) (143,126 ) (10,203 ) (1) (2) (3) that was not acquired by the Purchasers . Other income for the quarter and three quarters ended October 1, 2022, includes a $3.8 million gain on the sale of a former frozen fruit facility sold in August 2022. (4) (5) |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2023 | |
Restricted Cash [Abstract] | |
Restricted Cash [Text Block] | 3. Restricted Cash Restricted cash relates to certain bank accounts in Mexico, which were retained following the divestiture of Frozen Fruit, that are subject to a judicial hold in connection with a litigation matter that the Company considers to be without merit. The Company has filed a motion with the Court to release the hold on the bank accounts. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories [Text Block] | 4. Inventories September 30, 2023 December 31, 2022 $ $ Raw materials and work-in-process 53,907 46,723 Finished goods 37,468 31,014 Inventory reserves (7,043 ) (3,298 ) 84,332 74,439 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases [Text Block] | 5. 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 Three quarters ended September 30, October 1, September 30, October 1, $ $ $ $ Lease Costs Operating lease cost 4,003 3,527 10,939 9,007 Finance lease cost: Depreciation of right-of-use assets 2,863 2,445 10,885 6,844 Interest on lease liabilities 2,317 1,675 7,246 3,493 Net lease cost 9,183 7,647 29,070 19,344 September 30, 2023 December 31, 2022 $ $ Balance Sheet Classification Operating leases: Operating lease right-of-use assets 84,653 78,761 Current portion of operating lease liabilities 13,488 12,499 Operating lease liabilities 80,842 74,329 Total operating lease liabilities 94,330 86,828 Finance leases: Property, plant and equipment, gross 170,180 153,976 Accumulated depreciation (28,680 ) (18,168 ) Property, plant and equipment, net 141,500 135,808 Current portion of long-term debt 38,547 33,283 Long-term debt 74,791 90,796 Total finance lease liabilities 113,338 124,079 Quarter ended Three quarters ended September 30, October 1, September 30, October 1, $ $ $ $ Cash Flow Information Cash paid (received) for amounts included in measurement of lease liabilities: Operating cash flows from operating leases 3,530 3,449 10,029 8,519 Operating cash flows from finance leases 2,317 1,675 7,246 3,493 Financing cash flows from finance leases: Cash paid under finance leases (1) 8,591 6,171 26,681 13,556 Cash received under finance leases (2) (508 ) (15,101 ) (6,554 ) (48,378 ) Right-of-use assets obtained in exchange for lease liabilities: Operating leases 935 41,778 12,372 42,338 Finance leases 6,689 7,217 9,651 24,643 Right-of-use assets and liabilities reduced through lease terminations or modifications: Operating leases (914 ) (277 ) (914 ) (2,226 ) (1) (2) September 30, 2023 December 31, 2022 Other Information Weighted-average remaining lease term (years): Operating leases 12.1 12.9 Finance leases 3.1 3.5 Weighted-average discount rate: Operating leases 8.7% 8.8% Finance leases 8.1% 8.2% Operating leases Finance leases $ $ Maturities of Lease Liabilities Remainder of 2023 3,539 8,681 2024 13,562 46,105 2025 12,800 40,105 2026 11,896 27,154 2027 10,842 5,895 Thereafter 158,273 1,398 Total lease payments 210,912 129,338 Less: imputed interest (116,582 ) (16,000 ) Total lease liabilities 94,330 113,338 |
Accounts Payable
Accounts Payable | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable [Text Block] | 6. 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 September 30, 2023, the Company had outstanding payment obligations to these suppliers of $0.4 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 | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Notes Payable [Text Block] | 7. Notes Payable Commencing in the first quarter of 2023, the Company is financing certain purchases of trade goods and services through third-party extended payables facilities. Under these facilities, third-party intermediaries advance the amount of the scheduled payment to the supplier based on the invoice due date and issue 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 each facility. The Company does not maintain any form of security with the third-party intermediaries. As at September 30, 2023, the Company had outstanding principal payment obligations to the third-party intermediaries of $44.4 million in the aggregate, which is recorded as notes payable on the Company's consolidated balance sheet. Proceeds from, and repayments of the notes payable associated with, these facilities are reported as financing cash flows on the Company's consolidated statements of cash flows. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt [Text Block] | 8. Long-Term Debt September 30, 2023 December 31, 2022 $ $ Asset-based credit facilities: Revolving credit facilities 139,931 137,253 Term loan facility 52,282 43,748 Total asset-based credit facilities 192,213 181,001 Finance lease liabilities (see note 5) 113,338 124,079 Other (1) 9,237 3,404 Total debt 314,788 308,484 Less: current portion 46,695 38,491 Total long-term debt 268,093 269,993 (1) 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. As described in note 2, on October 12, 2023, the Company repaid $74.8 million of the outstanding Tranche A Subfacility borrowings with proceeds from the divestiture of Frozen Fruit. The Tranche A Subfacility and Term Loan Facility mature on December 31, 2025. Commencing in March 2023, the Term Loan Facility is being repaid in monthly installments equal to 1/84 th 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. 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 three quarters ended September 30, 2023, the weighted-average interest rate on all outstanding borrowings under the Asset-Based Credit Facilities was 7.21% (October 1, 2022 - 3.83%). As at September 30, 2023, the Company was in compliance with all covenants of the Credit Agreement. |
Series B-1 Preferred Stock
Series B-1 Preferred Stock | 9 Months Ended |
Sep. 30, 2023 | |
Class of Stock Disclosures [Abstract] | |
Series B-1 Preferred Stock [Text Block] | 9. 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 as of the date of exchange. The Common Shares exchanged represented approximately 5.3% of the Company's issued and outstanding Common Shares on a post-exchange basis. After the exchange, the exchanged shares of Series B-1 Preferred Stock previously held by Engaged were cancelled and SunOpta Foods is no longer required to pay dividends on those shares. Upon the exchange, the Company derecognized the $14.1 million carrying amount of the Series B-1 Preferred Stock previously held by Engaged, net of $1.1 million of unamortized issuance costs, and recognized a corresponding amount for the Common Shares issued on exchange, less common share issuance costs of $0.2 million. 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 September 30, 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. On May 19, 2023, the Company issued 2,932,453 Special Shares, Series 2 to Oaktree. As a result of a permanent voting cap, the number of Special Shares, Series 2 issued to Oaktree at any time, when taken together with any other voting securities Oaktree then controls, cannot exceed 19.99% of the votes eligible to be cast by all security holders of the Company. 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. In each of the second and third quarters of 2023, the Company paid a quarterly cash dividend of $0.3 million to Oaktree on the Series B-1 Preferred Stock, and, as at September 30, 2023, the Company accrued unpaid dividends to Oaktree of $0.3 million for the third 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 $0.4 million for the three quarters ended September 30, 2023 (October 1, 2022 - $0.5 million). |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation [Text Block] | 10. Stock-Based Compensation During the second quarter of 2023, the Company granted 1,107,650 performance share units ("PSUs") to selected employees under the Company's 2023 Short-Term Incentive Plan ("STIP"), which vest subject to the Company achieving a predetermined measure of adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") for fiscal 2023 and subject to the employee's continued employment with the Company through April 1, 2024 (the requisite service period) (the "EBITDA PSUs"). The grant-date fair value of each EBITDA PSU was estimated to be $6.99 based on the closing price of the Common Shares on the date of grant. For the period from the grant date to September 30, 2023, the Company recognized compensation expense of $1.4 million related to the grant-date fair value of the one-half of the PSUs granted that are currently expected to vest based on performance measure, with the remaining compensation cost not yet recognized as an expense determined to be $2.4 million as at September 30, 2023, which will be amortized over the remaining requisite service period. During the first quarter of 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 EBITDA PSUs previously granted to selected employees. The total intrinsic value of these vested EBITDA PSUs was $18.0 million. The following table summarizes all EBITDA PSU activity for the three quarters ended September 30, 2023: Weighted- average grant- EBITDA PSUs date fair value Non-vested, beginning of period 2,355,431 $ 4.80 Granted 1,109,309 6.99 Vested (2,299,700 ) 4.78 Cancelled (70,193 ) 6.48 Non-vested, end of period 1,094,847 $ 6.95 On July 10, 2023, the Company granted 186,906 restricted stock units ("RSUs"), 384,330 PSUs and 498,299 stock options to selected employees under the Company's 2023 Long-Term Incentive Plan ("LTIP"). The RSUs vest in three equal annual installments beginning on July 10, 2024, and each vested RSU entitles the employee to receive one Common Share without payment of additional consideration. The vesting of the PSUs is dependent on the Company's total shareholder return ("TSR") performance relative to food and beverage companies in a designated index during the three-year period commencing January 1, 2023 and continuing through December 31, 2025, and subject to the employee's continued employment with the Company through April 15, 2026. The TSR for the Company and each of the companies in the designated index will be calculated using a 20-trading day average closing price as of December 31, 2025. The percentage of vested PSUs may range from 0% to 200% based on the Company's achievement of predetermined TSR thresholds. Each vested PSU entitles the employee to receive one Common Share without payment of additional consideration. The 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. Each vested stock option entitles the employee to purchase one Common Share at an exercise price of $6.35, which was the closing price of the Common Shares on July 10, 2023. The weighted-average grant-date fair value of each RSU was estimated to be $6.35 based on the closing price of the Common Shares on the date of grant. A grant-date fair value of $7.00 was estimated for each TSR PSU using a Monte Carlo valuation model, and a weighted-average grant-date fair value of $3.90 was estimated for each stock option using the Black-Scholes option pricing model. The following table summarizes the assumptions used to determine the fair values of the TSR PSUs and stock options granted under the 2023 LTIP. TSR PSUs Stock options Grant-date stock price $ 6.35 $ 6.35 Exercise price NA $ 6.35 Dividend yield 0% 0% Expected volatility (a) 55.5% 63.2% Risk-free interest rate (b) 4.7% 4.2% Expected life (in years) (c) 2.5 6.0 (a) (b) (c) The aggregate grant-date fair value of the RSUs, PSUs and stock options granted under the 2023 LTIP was determined to be $5.8 million, which will be recognized on a straight-line basis over the requisite service period ending April 15, 2026 for the PSUs and July 10, 2026 for the RSUs and stock options. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes [Text Block] | 11. Income Taxes The effective tax rates recognized for the quarter and three quarters ended September 30, 2023 were 0.0% (October 1, 2022 - 12.3%) and (24.6)% (October 1, 2022 - 24.0%), respectively. The effective tax rates for the quarter and three quarters ended September 30, 2023, compared with the corresponding periods of 2022, reflected the recognition of a full valuation allowance against U.S. deferred tax assets beginning in the second quarter of 2023, based on the Company's assessment that the related tax benefits were no longer more likely than not to be realized in the future. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings (Loss) Per Share [Abstract] | |
Earnings (Loss) Per Share [Text Block] | 12. Earnings (Loss) Per Share Basic and diluted earnings (loss) per share were calculated as follows (shares in thousands): Quarter ended Three quarters ended September 30, October 1, September 30, October 1, Basic Earnings (Loss) Per Share Numerator for basic earnings (loss) per share: Earnings (loss) from continuing operations $ (5,680 ) $ 2,359 $ (20,158 ) $ 4,308 Less: dividends and accretion on preferred stock (426 ) (764 ) (1,552 ) (2,279 ) Earnings (loss) from continuing operations attributable (6,106 ) 1,595 (21,710 ) 2,029 Loss from discontinued operations (140,143 ) (14,293 ) (143,126 ) (10,203 ) Loss attributable to common shareholders $ (146,249 ) $ (12,698 ) $ (164,836 ) $ (8,174 ) Denominator for basic earnings (loss) per share: Basic weighted-average number of shares outstanding 115,616 107,752 113,700 107,566 Basic earnings (loss) per share: Earnings (loss) from continuing operations $ (0.05 ) $ 0.01 $ (0.19 ) $ 0.02 Loss from discontinued operations (1.21 ) (0.13 ) (1.26 ) (0.09 ) Loss attributable to common shareholders (1) $ (1.26 ) $ (0.12 ) $ (1.45 ) $ (0.08 ) Quarter ended Three quarters ended September 30, October 1, September 30, October 1, Diluted Earnings (Loss) Per Share Numerator for diluted earnings (loss) per share: Earnings (loss) from continuing operations $ (5,680 ) $ 2,359 $ (20,158 ) $ 4,308 Less: dividends and accretion on preferred stock (426 ) (764 ) (1,552 ) (2,279 ) Earnings (loss) from continuing operations attributable to common shareholders (6,106 ) 1,595 (21,710 ) 2,029 Loss from discontinued operations (140,143 ) (14,293 ) (143,126 ) (10,203 ) Loss attributable to common shareholders $ (146,249 ) $ (12,698 ) $ (164,836 ) $ (8,174 ) Denominator for diluted earnings (loss) per share: Basic weighted-average number of shares outstanding 115,616 107,752 113,700 107,566 Dilutive effect of the following: Stock options, restricted stock units and performance share units (2) - 1,487 - 1,165 Series B-1 Preferred Stock (3) - - - - Diluted weighted-average number of shares outstanding 115,616 109,239 113,700 108,731 Diluted earnings (loss) per share: Earnings (loss) from continuing operations $ (0.05 ) $ 0.01 $ (0.19 ) $ 0.02 Loss from discontinued operations (1.21 ) (0.13 ) (1.26 ) (0.09 ) Loss attributable to common shareholders (1) $ (1.26 ) $ (0.12 ) $ (1.45 ) $ (0.08 ) (1) (2) (3) |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information [Text Block] | 13. Supplemental Cash Flow Information Quarter ended Three quarters ended September 30, October 1, September 30, October 1, $ $ $ $ Changes in Operating Assets and Liabilities, Net of Divestitures Accounts receivable (7,930 ) 1,094 (405 ) (3,651 ) Inventories 1,043 (3,542 ) (9,893 ) (22,100 ) Accounts payable and accrued liabilities (18,586 ) (14,350 ) (11,362 ) 1,896 Other operating assets and liabilities ( ) 5,920 ( ) 2,204 (31,708 ) (10,878 ) (25,852 ) (21,651 ) Non-Cash Investing and Financing Activities Change in additions to property, plant and equipment included in accounts payable and accrued liabilities (266 ) 421 (1,058 ) (5,131 ) Change in accrued dividends on preferred stock included in accounts payable and accrued liabilities - - (304 ) - Change in proceeds receivable from sale of Sunflower (1) - - 385 - (1) on the consolidated statement of cash flows for the first three quarters of 2023. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies [Text Block] | 14. 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. Product Recall On June 21, 2023, the Company announced its subsidiary, Sunrise Growers Inc., had issued a voluntary recall of specific frozen fruit products linked to pineapple provided by a third-party supplier due to possible contamination by Listeria monocytogenes. Sunrise Growers Inc. is a component of the operations of Frozen Fruit. For the quarter and three quarters ended September 30, 2023, the Company recognized a reduction to revenues of $0.7 million and $0.9 million, respectively, for customer returns of the recalled products, and, for the three quarters ended September 30, 2023, the Company recognized a $3.0 million reserve for inventory on-hand at the time of the recall, which was charged to cost of goods sold. In addition, the Company recorded charges of $1.7 million to other expense in the third quarter of 2023, for the reimbursement of customer lost profits and consumer refunds related to the recall. The Company is seeking to recover a portion of the recall-related costs through its insurance coverage, and such recoveries are recorded in the period in which the recoveries are determined to be probable of realization. For the quarter and three quarters ended September 30, 2023, the Company recognized estimated insurance recoveries, net of deductibles, of $2.5 million and $3.2 million, respectively, in other income. In connection with the divestiture of Frozen Fruit, the recall-related costs and estimated insurance recoveries are included in the loss from discontinued operations in the consolidated statements of operations for the quarter and three quarters ended September 30, 2023. As at September 30, 2023, estimated insurance recoveries of $3.2 million are included in prepaid expenses and other current assets on the consolidated balance sheet. The Company expects to incur additional costs related to the recall during the fourth quarter of 2023, including product warehousing, transportation and destruction costs, as well as administrative costs. In addition, the Company may be subject to additional claims for damages from customers and consumers related to the recall. The Company expects that these additional costs and potential claims will be generally covered under its insurance policies; however, as of the date of this filing, the Company cannot be certain of its ability to recover recall-related costs through its insurance coverage or the extent of any such recovery. |
Disaggregation of Revenue
Disaggregation of Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Disaggregation of Revenue [Abstract] | |
Disaggregation of Revenue [Text Block] | 15. Disaggregation of Revenue The principal products that comprise the Company's product categories are as follows: Category Principal Products Beverages and broths Plant-based beverages utilizing oat, almond, soy, coconut, rice, hemp, and other bases, including Dream ® ® Fruit snacks Ready-to-eat fruit snacks made from apple purée Smoothie bowls Ready-to-eat fruit smoothie and chia bowls topped with frozen fruit. Ingredients Liquid and powder ingredients utilizing oat, soy and hemp bases. Revenue disaggregated by product category is as follows: Quarter ended Three quarters ended September 30, October 1, September 30, October 1, $ $ $ $ Product Category Beverages and broths 122,886 112,785 363,154 336,305 Fruit snacks 24,315 20,832 70,853 61,988 Smoothie bowls 3,497 2,774 9,249 6,242 Ingredients 1,843 7,632 5,417 27,070 Total revenues 152,541 144,023 448,673 431,605 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 and three quarters ended September 30, 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 and three quarters ended October 1, 2022 have been revised. |
Discontinued Operations [Policy Text Block] | Discontinued Operations As described in note 2, on October 12, 2023, the Company completed the divestiture of its frozen fruit business ("Frozen Fruit"). The divestiture of Frozen Fruit completes the Company's strategic optimization plan for its non-core, commodity-based businesses, which included the divestiture of its sunflower business ("Sunflower") in October 2022, in order to focus on value-add products in plant-based and healthy snack categories. As at September 30, 2023, Frozen Fruit met the held for sale criteria and, together with Sunflower, qualifies for reporting as discontinued operations beginning in the third quarter of 2023. As a result, the operating results and cash flows of Frozen Fruit for the quarter and three quarters ended September 30, 2023 and October 1, 2022, together with the operating results and cash flows of Sunflower for the quarter and three quarters ended October 1, 2022, have been reclassified as discontinued operations on the consolidated statements of operations and cash flows, and the assets and liabilities of the Frozen Fruit disposal group have been reclassified and reported as held for sale on the consolidated balance sheets as at September 30, 2023 and December 31, 2022. In addition, the information disclosed in these notes to the unaudited consolidated financial statements is presented on a continuing operations basis, with comparative period information recast to reflect Frozen Fruit and Sunflower as discontinued operations. |
Segment Information [Policy Text Block] | Segment Information In connection with the divestiture of Frozen Fruit, the Company changed its internal organization and reporting structures in the third quarter of 2023 and began operating as one segment. These changes included the elimination of the roles and responsibilities of the former General Managers of the Company, who were previously identified as the segment managers of the Company's former Plant-Based and Fruit-Based Foods and Beverages operating and reportable segments. With these changes, the Company's Chief Executive Officer, who has been identified as the Chief Operating Decision Maker ("CODM"), manages operations on a company-wide basis, rather than at a product category or business unit level. The CODM is supported by a centralized management team based on functional area, including sales, marketing, supply chain, and research and development, as well as finance, IT and administration. Only the CODM has overall responsibility and accountability for the profitability and cash flows of the Company. Using financial information at the consolidated level, the CODM makes key operating decisions, including approving annual operating plans, expanding into new markets or product categories, pursuing business acquisitions or divestitures, and initiating major capital expenditure programs. In addition, the CODM determines the allocation of resources and capital investments to optimize operations and maximize opportunities for the Company as a whole, without regard to specific product categories or business units. The CODM also uses consolidated information to assess performance against the annual operating plan and to set company-wide incentive compensation targets. Following the divestiture of its commodity-based businesses, the majority of the Company's products are shelf-stable packaged food and beverage products and share similar customers and distribution. Refer to note 15 for a disaggregation of the Company's revenues by product category. |
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. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Divestiture of Frozen Fruit [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Schedule of discontinued operations, assets and liabilities held for sale [Table Text Block] | September 30, 2023 December 31, 2022 $ $ Assets Accounts receivable 16,644 15,358 Inventories 111,891 132,608 Other current assets 764 153 Property, plant and equipment, net 24,851 30,085 Operating lease right-of-use assets 715 3,803 Intangible assets, net 106,000 112,000 Loss on divestiture (118,795 ) - Total assets held for sale 142,070 294,007 Liabilities Accounts payable and accrued liabilities 15,375 12,632 Operating lease liabilities 3,503 3,803 Total liabilities held for sale 18,878 16,435 Quarter ended Three quarters ended September 30, October 1, September 30, October 1, $ $ $ $ Revenues 58,614 85,642 194,171 281,764 Cost of goods sold (1) 68,760 79,391 202,443 263,041 Selling, general and administrative expenses (2) 2,370 2,788 7,347 8,304 Intangible asset amortization 2,000 2,166 6,000 6,498 Other expense (income), net (3) 5,885 (3,478 ) 5,713 (2,608 ) Foreign exchange loss (gain) 912 696 (3,757 ) 82 Interest expense (4) 840 441 1,392 1,160 Earnings (loss) before loss on divestiture (22,153 ) 3,638 (24,967 ) 5,287 Loss on divestiture (5) (118,795 ) (23,227 ) (118,795 ) (31,468 ) Loss from discontinued operations before income taxes (140,948 ) (19,589 ) (143,762 ) (26,181 ) Income tax benefit (805 ) (5,296 ) (636 ) (15,978 ) Loss from discontinued operations (140,143 ) (14,293 ) (143,126 ) (10,203 ) (1) (2) (3) that was not acquired by the Purchasers . Other income for the quarter and three quarters ended October 1, 2022, includes a $3.8 million gain on the sale of a former frozen fruit facility sold in August 2022. (4) (5) |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory, current [Table Text Block] | September 30, 2023 December 31, 2022 $ $ Raw materials and work-in-process 53,907 46,723 Finished goods 37,468 31,014 Inventory reserves (7,043 ) (3,298 ) 84,332 74,439 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of lease costs [Table Text Block] | Quarter ended Three quarters ended September 30, October 1, September 30, October 1, $ $ $ $ Lease Costs Operating lease cost 4,003 3,527 10,939 9,007 Finance lease cost: Depreciation of right-of-use assets 2,863 2,445 10,885 6,844 Interest on lease liabilities 2,317 1,675 7,246 3,493 Net lease cost 9,183 7,647 29,070 19,344 |
Schedule of balance sheet classification, cash flow information, other information [Table Text Block] | September 30, 2023 December 31, 2022 $ $ Balance Sheet Classification Operating leases: Operating lease right-of-use assets 84,653 78,761 Current portion of operating lease liabilities 13,488 12,499 Operating lease liabilities 80,842 74,329 Total operating lease liabilities 94,330 86,828 Finance leases: Property, plant and equipment, gross 170,180 153,976 Accumulated depreciation (28,680 ) (18,168 ) Property, plant and equipment, net 141,500 135,808 Current portion of long-term debt 38,547 33,283 Long-term debt 74,791 90,796 Total finance lease liabilities 113,338 124,079 Quarter ended Three quarters ended September 30, October 1, September 30, October 1, $ $ $ $ Cash Flow Information Cash paid (received) for amounts included in measurement of lease liabilities: Operating cash flows from operating leases 3,530 3,449 10,029 8,519 Operating cash flows from finance leases 2,317 1,675 7,246 3,493 Financing cash flows from finance leases: Cash paid under finance leases (1) 8,591 6,171 26,681 13,556 Cash received under finance leases (2) (508 ) (15,101 ) (6,554 ) (48,378 ) Right-of-use assets obtained in exchange for lease liabilities: Operating leases 935 41,778 12,372 42,338 Finance leases 6,689 7,217 9,651 24,643 Right-of-use assets and liabilities reduced through lease terminations or modifications: Operating leases (914 ) (277 ) (914 ) (2,226 ) (1) (2) September 30, 2023 December 31, 2022 Other Information Weighted-average remaining lease term (years): Operating leases 12.1 12.9 Finance leases 3.1 3.5 Weighted-average discount rate: Operating leases 8.7% 8.8% Finance leases 8.1% 8.2% |
Schedule of lease liabilities maturities [Table Text Block] | Operating leases Finance leases $ $ Maturities of Lease Liabilities Remainder of 2023 3,539 8,681 2024 13,562 46,105 2025 12,800 40,105 2026 11,896 27,154 2027 10,842 5,895 Thereafter 158,273 1,398 Total lease payments 210,912 129,338 Less: imputed interest (116,582 ) (16,000 ) Total lease liabilities 94,330 113,338 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of line of credit facilities [Table Text Block] | September 30, 2023 December 31, 2022 $ $ Asset-based credit facilities: Revolving credit facilities 139,931 137,253 Term loan facility 52,282 43,748 Total asset-based credit facilities 192,213 181,001 Finance lease liabilities (see note 5) 113,338 124,079 Other (1) 9,237 3,404 Total debt 314,788 308,484 Less: current portion 46,695 38,491 Total long-term debt 268,093 269,993 (1) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 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 1,109,309 6.99 Vested (2,299,700 ) 4.78 Cancelled (70,193 ) 6.48 Non-vested, end of period 1,094,847 $ 6.95 |
Schedule of share-based payment award, stock options, valuation assumptions [Table Text Block] | TSR PSUs Stock options Grant-date stock price $ 6.35 $ 6.35 Exercise price NA $ 6.35 Dividend yield 0% 0% Expected volatility (a) 55.5% 63.2% Risk-free interest rate (b) 4.7% 4.2% Expected life (in years) (c) 2.5 6.0 (a) (b) (c) |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings (Loss) Per Share [Abstract] | |
Schedule of basic and diluted earnings (loss) per share [Table Text Block] | Quarter ended Three quarters ended September 30, October 1, September 30, October 1, Basic Earnings (Loss) Per Share Numerator for basic earnings (loss) per share: Earnings (loss) from continuing operations $ (5,680 ) $ 2,359 $ (20,158 ) $ 4,308 Less: dividends and accretion on preferred stock (426 ) (764 ) (1,552 ) (2,279 ) Earnings (loss) from continuing operations attributable (6,106 ) 1,595 (21,710 ) 2,029 Loss from discontinued operations (140,143 ) (14,293 ) (143,126 ) (10,203 ) Loss attributable to common shareholders $ (146,249 ) $ (12,698 ) $ (164,836 ) $ (8,174 ) Denominator for basic earnings (loss) per share: Basic weighted-average number of shares outstanding 115,616 107,752 113,700 107,566 Basic earnings (loss) per share: Earnings (loss) from continuing operations $ (0.05 ) $ 0.01 $ (0.19 ) $ 0.02 Loss from discontinued operations (1.21 ) (0.13 ) (1.26 ) (0.09 ) Loss attributable to common shareholders (1) $ (1.26 ) $ (0.12 ) $ (1.45 ) $ (0.08 ) Quarter ended Three quarters ended September 30, October 1, September 30, October 1, Diluted Earnings (Loss) Per Share Numerator for diluted earnings (loss) per share: Earnings (loss) from continuing operations $ (5,680 ) $ 2,359 $ (20,158 ) $ 4,308 Less: dividends and accretion on preferred stock (426 ) (764 ) (1,552 ) (2,279 ) Earnings (loss) from continuing operations attributable to common shareholders (6,106 ) 1,595 (21,710 ) 2,029 Loss from discontinued operations (140,143 ) (14,293 ) (143,126 ) (10,203 ) Loss attributable to common shareholders $ (146,249 ) $ (12,698 ) $ (164,836 ) $ (8,174 ) Denominator for diluted earnings (loss) per share: Basic weighted-average number of shares outstanding 115,616 107,752 113,700 107,566 Dilutive effect of the following: Stock options, restricted stock units and performance share units (2) - 1,487 - 1,165 Series B-1 Preferred Stock (3) - - - - Diluted weighted-average number of shares outstanding 115,616 109,239 113,700 108,731 Diluted earnings (loss) per share: Earnings (loss) from continuing operations $ (0.05 ) $ 0.01 $ (0.19 ) $ 0.02 Loss from discontinued operations (1.21 ) (0.13 ) (1.26 ) (0.09 ) Loss attributable to common shareholders (1) $ (1.26 ) $ (0.12 ) $ (1.45 ) $ (0.08 ) (1) (2) (3) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of cash flow, supplemental disclosures [Table Text Block] | Quarter ended Three quarters ended September 30, October 1, September 30, October 1, $ $ $ $ Changes in Operating Assets and Liabilities, Net of Divestitures Accounts receivable (7,930 ) 1,094 (405 ) (3,651 ) Inventories 1,043 (3,542 ) (9,893 ) (22,100 ) Accounts payable and accrued liabilities (18,586 ) (14,350 ) (11,362 ) 1,896 Other operating assets and liabilities ( ) 5,920 ( ) 2,204 (31,708 ) (10,878 ) (25,852 ) (21,651 ) Non-Cash Investing and Financing Activities Change in additions to property, plant and equipment included in accounts payable and accrued liabilities (266 ) 421 (1,058 ) (5,131 ) Change in accrued dividends on preferred stock included in accounts payable and accrued liabilities - - (304 ) - Change in proceeds receivable from sale of Sunflower (1) - - 385 - (1) on the consolidated statement of cash flows for the first three quarters of 2023. |
Disaggregation of Revenue (Tabl
Disaggregation of Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Disaggregation of Revenue [Abstract] | |
Schedule of disaggregation of revenue [Table Text Block] | Quarter ended Three quarters ended September 30, October 1, September 30, October 1, $ $ $ $ Product Category Beverages and broths 122,886 112,785 363,154 336,305 Fruit snacks 24,315 20,832 70,853 61,988 Smoothie bowls 3,497 2,774 9,249 6,242 Ingredients 1,843 7,632 5,417 27,070 Total revenues 152,541 144,023 448,673 431,605 |
Significant Accounting Polici_3
Significant Accounting Policies (Narrative) (Details) | 9 Months Ended |
Sep. 30, 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. |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 12, 2023 | Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Repayment of portion of outstanding borrowings | $ 10,629 | $ 6,172 | $ 31,435 | $ 13,557 | |
Divestiture of Frozen Fruit [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss on divestiture | (118,795) | (23,227) | (118,795) | (31,468) | |
Impairment charges for inventory | 11,000 | 11,000 | |||
Impairment charge related to the equipment and operating lease right-of-use assets | $ 6,900 | $ 6,900 | |||
Gain on sale of frozen fruit processing facility | 3,800 | 3,800 | |||
Divestiture of Frozen Fruit [Member] | Asset Purchase Agreement [Member] | Subsequent Event [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Aggregate purchase price | $ 141,000 | ||||
Cash consideration | 95,300 | ||||
Short-term note receivable | 10,500 | ||||
Receivable amount in five consecutive monthly installments | 2,100 | ||||
Principal amount of seller promissory notes | 20,000 | ||||
Accounts payable and accrued liabilities assumed | 15,700 | ||||
Repayments of certain bank loans and other liabilities | 20,500 | ||||
Repayment of portion of outstanding borrowings | 74,800 | ||||
Maximum deduction from principal amount of Seller Promissory Notes | $ 5,000 | ||||
Interest rate per annum | The Seller Promissory Notes bear interest at a rate per annum equal to the secured overnight financing rate, determined quarterly in advance, plus a margin of 4.00% for the first year and 7.00% for the second and third years. Interest is payable quarterly in-kind. The Seller Promissory Notes mature on October 12, 2026, and outstanding principal and accrued and unpaid interest is payable on the maturity date. | ||||
Sale of Sunflower Business [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss on divestiture | $ (23,200) | ||||
Tradin Organic [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss on divestiture | $ (8,200) |
Discontinued Operations (Schedu
Discontinued Operations (Schedule of assets and liabilities held for sale) (Details) - Divestiture of Frozen Fruit [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Accounts receivable | $ 16,644 | $ 15,358 |
Inventories | 111,891 | 132,608 |
Other current assets | 764 | 153 |
Property, plant and equipment, net | 24,851 | 30,085 |
Operating lease right-of-use assets | 715 | 3,803 |
Intangible assets, net | 106,000 | 112,000 |
Loss on divestiture | (118,795) | 0 |
Total assets held for sale | 142,070 | 294,007 |
Liabilities | ||
Accounts payable and accrued liabilities | 15,375 | 12,632 |
Operating lease liabilities | 3,503 | 3,803 |
Total liabilities held for sale | $ 18,878 | $ 16,435 |
Discontinued Operations (Sche_2
Discontinued Operations (Schedule of income statement disclosures) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss from discontinued operations | $ (140,143) | $ (14,293) | $ (143,126) | $ (10,203) |
Divestiture of Frozen Fruit [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues | 58,614 | 85,642 | 194,171 | 281,764 |
Cost of goods sold | 68,760 | 79,391 | 202,443 | 263,041 |
Selling, general and administrative expenses | 2,370 | 2,788 | 7,347 | 8,304 |
Intangible asset amortization | 2,000 | 2,166 | 6,000 | 6,498 |
Other expense (income), net | 5,885 | (3,478) | 5,713 | (2,608) |
Foreign exchange loss (gain) | 912 | 696 | (3,757) | 82 |
Interest expense | 840 | 441 | 1,392 | 1,160 |
Earnings (loss) before loss on divestiture | (22,153) | 3,638 | (24,967) | 5,287 |
Loss on divestiture | (118,795) | (23,227) | (118,795) | (31,468) |
Loss from discontinued operations before income taxes | (140,948) | (19,589) | (143,762) | (26,181) |
Income tax benefit | (805) | (5,296) | (636) | (15,978) |
Loss from discontinued operations | $ (140,143) | $ (14,293) | $ (143,126) | $ (10,203) |
Inventories (Disclosure of inve
Inventories (Disclosure of inventory, current) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and work-in-process | $ 53,907 | $ 46,723 |
Finished goods | 37,468 | 31,014 |
Inventory reserves | (7,043) | (3,298) |
Total Inventory, Net | $ 84,332 | $ 74,439 |
Leases (Disclosure of lease cos
Leases (Disclosure of lease cost) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Lease Costs | ||||
Operating lease cost | $ 4,003 | $ 3,527 | $ 10,939 | $ 9,007 |
Finance lease cost: Depreciation of right-of-use assets | 2,863 | 2,445 | 10,885 | 6,844 |
Finance lease cost: Interest on lease liabilities | 2,317 | 1,675 | 7,246 | 3,493 |
Net lease cost | $ 9,183 | $ 7,647 | $ 29,070 | $ 19,344 |
Leases (Disclosure of balance s
Leases (Disclosure of balance sheet classification) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Operating leases: | ||
Operating lease right-of-use assets | $ 84,653 | $ 78,761 |
Current portion of operating lease liabilities | 13,488 | 12,499 |
Operating lease liabilities | 80,842 | 74,329 |
Total operating lease liabilities | 94,330 | 86,828 |
Finance leases: | ||
Property, plant and equipment, net | 316,500 | 292,306 |
Current portion of long-term debt | 38,547 | 33,283 |
Long-term debt | 74,791 | 90,796 |
Total finance lease liabilities | 113,338 | 124,079 |
Finance Leases [Member] | ||
Finance leases: | ||
Property, plant and equipment, gross | 170,180 | 153,976 |
Accumulated depreciation | (28,680) | (18,168) |
Property, plant and equipment, net | $ 141,500 | $ 135,808 |
Leases (Disclosure of cash flow
Leases (Disclosure of cash flow information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Cash paid (received) for amounts included in measurement of lease liabilities: | ||||
Operating cash flows from operating leases | $ 3,530 | $ 3,449 | $ 10,029 | $ 8,519 |
Operating cash flows from finance leases | 2,317 | 1,675 | 7,246 | 3,493 |
Cash paid under finance leases | 8,591 | 6,171 | 26,681 | 13,556 |
Cash received under finance leases | (508) | (15,101) | (6,554) | (48,378) |
Right-of-use assets obtained in exchange for lease liabilities: | ||||
Operating leases | 935 | 41,778 | 12,372 | 42,338 |
Finance Leases | 6,689 | 7,217 | 9,651 | 24,643 |
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. | $ (914) | $ (277) | $ (914) | $ (2,226) |
Leases (Disclosure of other inf
Leases (Disclosure of other information) (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Other Information [Abstract] | ||
Weighted-average remaining lease term (years), Operating leases | 12 years 1 month 6 days | 12 years 10 months 24 days |
Weighted-average remaining lease term (years), Finance leases | 3 years 1 month 6 days | 3 years 6 months |
Weighted-average discount rate, Operating leases | 8.70% | 8.80% |
Weighted-average discount rate, Finance leases | 8.10% | 8.20% |
Leases (Disclosure of lessee op
Leases (Disclosure of lessee operating lease, liability, maturity) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Operating leases | ||
Remainder of 2023 | $ 3,539 | |
2024 | 13,562 | |
2025 | 12,800 | |
2026 | 11,896 | |
2027 | 10,842 | |
Thereafter | 158,273 | |
Total lease payments | 210,912 | |
Less: imputed interest | (116,582) | |
Total lease liabilities | 94,330 | $ 86,828 |
Finance leases | ||
Remainder of 2023 | 8,681 | |
2024 | 46,105 | |
2025 | 40,105 | |
2026 | 27,154 | |
2027 | 5,895 | |
Thereafter | 1,398 | |
Total lease payments | 129,338 | |
Less: imputed interest | (16,000) | |
Total finance lease liabilities | $ 113,338 | $ 124,079 |
Accounts Payable (Narrative) (D
Accounts Payable (Narrative) (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Payables and Accruals [Abstract] | |
Outstanding payment obligations to suppliers | $ 0.4 |
Notes Payable (Narrative) (Deta
Notes Payable (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Outstanding principal payment obligations | $ 44,446 | $ 0 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Oct. 12, 2023 | Apr. 15, 2021 | Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Debt Instrument [Line Items] | ||||||
Repayment of portion of outstanding borrowings | $ 10,629 | $ 6,172 | $ 31,435 | $ 13,557 | ||
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 being repaid 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 three quarters ended September 30, 2023, the weighted-average interest rate on all outstanding borrowings under the Asset-Based Credit Facilities was 7.21% (October 1, 2022 - 3.83%). | |||||
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 | $ 230,000 | ||||
Line of credit facility, increased maximum borrowing capacity | 250,000 | $ 250,000 | ||||
Tranche A Subfacility [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of portion of outstanding borrowings | $ 74,800 | |||||
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 | $ 75,000 |
Long-Term Debt (Disclosure of l
Long-Term Debt (Disclosure of long-term debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Total asset-based credit facilities | $ 192,213 | $ 181,001 |
Finance lease liabilities | 113,338 | 124,079 |
Other | 9,237 | 3,404 |
Total debt | 314,788 | 308,484 |
Less: current portion | 46,695 | 38,491 |
Total long-term debt | 268,093 | 269,993 |
Revolving credit facilities [Member] | ||
Line of Credit Facility [Line Items] | ||
Total asset-based credit facilities | 139,931 | 137,253 |
Term loan facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Total asset-based credit facilities | $ 52,282 | $ 43,748 |
Series B-1 Preferred Stock (Nar
Series B-1 Preferred Stock (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Mar. 03, 2023 | Apr. 24, 2020 | Mar. 03, 2023 | Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | May 19, 2023 | Jul. 02, 2020 | |
Temporary Equity [Line Items] | |||||||||
Dividends paid | $ 304 | $ 609 | $ 1,427 | $ 1,827 | |||||
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 | 400 | $ 500 | |||||||
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 Percentage Of Shares Issued And Outstanding | 5.30% | ||||||||
Preferred stock value derecognized | $ 14,100 | ||||||||
Unamortized issuance costs | 1,100 | ||||||||
Preferred stock issuance costs | $ 200 | $ 200 | |||||||
Redemption price per share | $ 0.00001 | $ 0.00001 | |||||||
Dividends paid | $ 200 | $ 300 | |||||||
Series B-1 Preferred Stock [Member] | Oaktree [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Preferred Stock, Shares Issued | 15,000 | 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 | ||||||||
Special Shares, Series 2 [Member] | Oaktree [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Preferred Stock, Shares Issued | 2,932,453 | ||||||||
Limit of voting rights | 19.99% |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Jul. 10, 2023 | Apr. 01, 2023 | Jul. 01, 2023 | Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average grant-date fair values | $ 3.9 | |||
Long-Term Incentive Plan ("LTIP") [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
EBITDA PSUs not yet recognized as an expense | $ 5.8 | |||
Performance Share Units ("PSUs") [Member] | ||||
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 | |||
Number of stock options granted to selected employees | 1,109,309 | |||
Weighted-average grant-date fair values | $ 6.99 | |||
Performance Share Units ("PSUs") [Member] | 2023 Short-Term Incentive Plan ("STIP") [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of units granted to certain employees | 1,107,650 | |||
Grant-date fair values | $ 6.99 | |||
Share based compensation | $ 1.4 | |||
EBITDA PSUs not yet recognized as an expense | $ 2.4 | |||
Performance Share Units ("PSUs") [Member] | Long-Term Incentive Plan ("LTIP") [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of units granted to certain employees | 384,330 | |||
Performance Share Units ("PSUs") [Member] | Long-Term Incentive Plan ("LTIP") [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of vesting PSU's | 0% | |||
Performance Share Units ("PSUs") [Member] | Long-Term Incentive Plan ("LTIP") [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of vesting PSU's | 200% | |||
Restricted Stock Units ("RSUs") [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average grant-date fair values | $ 6.35 | |||
Restricted Stock Units ("RSUs") [Member] | Long-Term Incentive Plan ("LTIP") [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of units granted to certain employees | 186,906 | |||
Stock Options [Member] | Long-Term Incentive Plan ("LTIP") [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of stock options granted to selected employees | 498,299 | |||
Exercise price of vested options to purchase common shares | $ 6.35 | |||
Total Shareholder Return Performance Share Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average grant-date fair values | $ 7 |
Stock-Based Compensation (Discl
Stock-Based Compensation (Disclosure of stock options) (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Granted | $ 3.9 |
PSUs [Member] | |
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 | 1,109,309 |
Vested | shares | (2,299,700) |
Cancelled | shares | (70,193) |
Non-vested, end of period | shares | 1,094,847 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Non-vested, beginning of period | $ 4.8 |
Granted | 6.99 |
Vested | 4.78 |
Cancelled | 6.48 |
Non-vested, end of period | $ 6.95 |
Stock-Based Compensation (Dis_2
Stock-Based Compensation (Disclosure of valuation assumptions) (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares | |
Total Shareholder Return Performance Share Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant-date stock price | $ 6.35 |
Exercise price | |
Dividend yield | 0% |
Expected volatility | 55.50% |
Risk-free interest rate | 4.70% |
Expected life of options (years) | 2 years 6 months |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant-date stock price | $ 6.35 |
Exercise price | $ 6.35 |
Dividend yield | 0% |
Expected volatility | 63.20% |
Risk-free interest rate | 4.20% |
Expected life of options (years) | 6 years |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate recognized | 0% | 12.30% | (24.60%) | 24% |
Earnings (Loss) Per Share (Narr
Earnings (Loss) Per Share (Narrative) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 535,747 | 1,454,775 | ||
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 | 3,181,357 | 339,798 | 2,779,778 | 2,440,184 |
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 | 6,089,333 | 12,178,667 |
Earnings (Loss) Per Share (Disc
Earnings (Loss) Per Share (Disclosure of basic and diluted earnings (loss) per share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Numerator for basic earnings (loss) per share: | ||||
Earnings (loss) from continuing operations | $ (5,680) | $ 2,359 | $ (20,158) | $ 4,308 |
Less: dividends and accretion on preferred stock | (426) | (764) | (1,552) | (2,279) |
Earnings (loss) from continuing operations attributable to common shareholders | (6,106) | 1,595 | (21,710) | 2,029 |
Loss from discontinued operations | (140,143) | (14,293) | (143,126) | (10,203) |
Loss attributable to common shareholders | $ (146,249) | $ (12,698) | $ (164,836) | $ (8,174) |
Basic weighted-average number of shares outstanding | 115,616 | 107,752 | 113,700 | 107,566 |
Basic earnings (loss) per share: | ||||
Earnings (loss) from continuing operations | $ (0.05) | $ 0.01 | $ (0.19) | $ 0.02 |
Loss from discontinued operations | (1.21) | (0.13) | (1.26) | (0.09) |
Loss attributable to common shareholders | $ (1.26) | $ (0.12) | $ (1.45) | $ (0.08) |
Numerator for diluted earnings (loss) per share: | ||||
Earnings (loss) from continuing operations | $ (5,680) | $ 2,359 | $ (20,158) | $ 4,308 |
Less: dividends and accretion on preferred stock | (426) | (764) | (1,552) | (2,279) |
Earnings (loss) from continuing operations attributable to common shareholders | (6,106) | 1,595 | (21,710) | 2,029 |
Loss from discontinued operations | (140,143) | (14,293) | (143,126) | (10,203) |
Loss attributable to common shareholders | $ (146,249) | $ (12,698) | $ (164,836) | $ (8,174) |
Denominator for diluted earnings (loss) per share: | ||||
Basic weighted-average number of shares outstanding | 115,616 | 107,752 | 113,700 | 107,566 |
Diluted weighted-average number of shares outstanding | 115,616 | 109,239 | 113,700 | 108,731 |
Diluted earnings (loss) per share: | ||||
Earnings (loss) from continuing operations | $ (0.05) | $ 0.01 | $ (0.19) | $ 0.02 |
Loss from discontinued operations | (1.21) | (0.13) | (1.26) | (0.09) |
Loss attributable to common shareholders | $ (1.26) | $ (0.12) | $ (1.45) | $ (0.08) |
Stock options, restricted stock units and performance share units [Member] | ||||
Denominator for diluted earnings (loss) per share: | ||||
Diluted weighted-average number of shares outstanding | 0 | 1,487 | 0 | 1,165 |
Series B-1 Preferred Stock [Member] | ||||
Denominator for diluted earnings (loss) per share: | ||||
Diluted weighted-average number of shares outstanding | 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. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Changes in Operating Assets and Liabilities, Net of Divestitures | ||||
Accounts receivable | $ (7,930) | $ 1,094 | $ (405) | $ (3,651) |
Inventories | 1,043 | (3,542) | (9,893) | (22,100) |
Accounts payable and accrued liabilities | (18,586) | (14,350) | (11,362) | 1,896 |
Other operating assets and liabilities | (6,235) | 5,920 | (4,192) | 2,204 |
Changes in operating assets and liabilities, total | (31,708) | (10,878) | (25,852) | (21,651) |
Non-Cash Investing and Financing Activities | ||||
Change in additions to property, plant and equipment included in accounts payable and accrued liabilities | (266) | 421 | (1,058) | (5,131) |
Change in accrued dividends on preferred stock included in accounts payable and accrued liabilities | 0 | 0 | (304) | 0 |
Change in proceeds receivable from sale of Sunflower | $ 0 | $ 0 | $ 385 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments And Contingencies [Line Items] | |||
Inventory reserves | $ 7,043 | $ 7,043 | $ 3,298 |
Sunrise Growers Inc [Member] | |||
Commitments And Contingencies [Line Items] | |||
Inventory reserves | 3,000 | 3,000 | |
Sunrise Growers Inc [Member] | Frozen Fruit Product Recall [Member] | |||
Commitments And Contingencies [Line Items] | |||
Reduction to revenues due to customer returns of the recalled products | 700 | 900 | |
Other expense | 1,700 | ||
Estimated insurance recoveries, net of deductibles | 2,500 | 3,200 | |
Estimated insurance recoveries | $ 3,200 | $ 3,200 |
Disaggregation of Revenue (Disc
Disaggregation of Revenue (Disclosure of disaggregation of revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 152,541 | $ 144,023 | $ 448,673 | $ 431,605 |
Beverages and broths[Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 122,886 | 112,785 | 363,154 | 336,305 |
Fruit snacks [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 24,315 | 20,832 | 70,853 | 61,988 |
Smoothie bowls [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 3,497 | 2,774 | 9,249 | 6,242 |
Ingredients [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 1,843 | $ 7,632 | $ 5,417 | $ 27,070 |