Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 30, 2024 | May 03, 2024 | |
Document Information [Line Items] | ||
Entity Registrant Name | SUNOPTA INC. | |
Entity Central Index Key | 0000351834 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 30, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-28 | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Entity Common Stock, Shares Outstanding | 116,604,089 | |
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] | ||
Document Information [Line Items] | ||
Trading Symbol | STKL | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common Shares | |
The Toronto Stock Exchange [Member] | Common Shares [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | SOY | |
Title of 12(b) Security | Common Shares |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Income Statement [Abstract] | ||
Revenues | $ 182,848 | $ 154,969 |
Cost of goods sold | 151,101 | 130,890 |
Gross profit | 31,747 | 24,079 |
Selling, general and administrative expenses | 22,988 | 23,069 |
Intangible asset amortization | 446 | 446 |
Other expense (income), net | (1,800) | 42 |
Foreign exchange gain | (51) | (11) |
Operating income | 10,164 | 533 |
Interest expense, net | 6,050 | 5,664 |
Earnings (loss) from continuing operations before income taxes | 4,114 | (5,131) |
Income tax expense (benefit) | 277 | (2,304) |
Earnings (loss) from continuing operations | 3,837 | (2,827) |
Earnings (loss) from discontinued operations, net of tax | (1,417) | 4,204 |
Net earnings | 2,420 | 1,377 |
Dividends and accretion on preferred stock | (433) | (704) |
Earnings attributable to common shareholders | $ 1,987 | $ 673 |
Basic and diluted earnings (loss) per share | ||
Earnings (loss) from continuing operations - Basic | $ 0.03 | $ (0.03) |
Earnings (loss) from continuing operations - Diluted | 0.03 | (0.03) |
Earnings (loss) from discontinued operations - Basic | (0.01) | 0.04 |
Earnings (loss) from discontinued operations - Diluted | (0.01) | 0.04 |
Earnings attributable to common shareholders - Basic | 0.02 | 0.01 |
Earnings attributable to common shareholders - Diluted | $ 0.02 | $ 0.01 |
Weighted-average common shares outstanding (000s) | ||
Basic | 116,033 | 110,014 |
Diluted | 117,558 | 110,014 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 30, 2023 |
Current assets | ||
Cash and cash equivalents | $ 1,487 | $ 306 |
Accounts receivable, net of allowance for credit losses of $303 and $303, respectively | 67,823 | 64,862 |
Inventories | 92,000 | 83,215 |
Prepaid expenses and other current assets | 20,435 | 25,235 |
Income taxes recoverable | 4,070 | 4,717 |
Current assets held for sale | 2,542 | 5,910 |
Total current assets | 188,357 | 184,245 |
Restricted cash | 9,066 | 8,448 |
Property, plant and equipment, net | 317,084 | 319,898 |
Operating lease right-of-use assets | 106,667 | 105,919 |
Intangible assets, net | 21,415 | 21,861 |
Goodwill | 3,998 | 3,998 |
Other assets | 25,174 | 25,055 |
Total assets | 671,761 | 669,424 |
Current liabilities | ||
Accounts payable and accrued liabilities | 95,900 | 96,650 |
Notes payable | 16,648 | 17,596 |
Current portion of long-term debt | 24,882 | 24,346 |
Current portion of operating lease liabilities | 16,403 | 15,808 |
Total current liabilities | 153,833 | 154,400 |
Long-term debt | 233,874 | 238,883 |
Operating lease liabilities | 100,500 | 100,102 |
Deferred income taxes | 378 | 505 |
Total liabilities | 488,585 | 493,890 |
Series B-1 Preferred Stock | 14,637 | 14,509 |
SHAREHOLDERS' EQUITY | ||
Common shares, no par value, unlimited shares authorized, 116,085,383 shares issued (December 30, 2023 - 115,953,287) | 464,817 | 464,169 |
Additional paid-in capital | 32,413 | 27,534 |
Accumulated deficit | (330,700) | (332,687) |
Accumulated other comprehensive income | 2,009 | 2,009 |
Total shareholders' equity | 168,539 | 161,025 |
Total liabilities and shareholders' equity | $ 671,761 | $ 669,424 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 30, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 303 | $ 303 |
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock Shares Issued | 116,085,383 | 115,953,287 |
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 Dec. 31, 2022 | $ 440,348 | $ 33,184 | $ (155,688) | $ 1,363 | $ 319,207 |
Balance (in shares) at Dec. 31, 2022 | 107,910 | ||||
Exchange of Series B-1 Preferred Stock, net of share issuance costs of $87 | $ 14,019 | 14,019 | |||
Exchange of Series B-1 Preferred Stock, net of share issuance costs of $87 (in share) | 6,089 | ||||
Employee stock purchase plan | $ 160 | 160 | |||
Employee stock purchase plan (in shares) | 25 | ||||
Stock incentive plan | $ 6,605 | (6,476) | 129 | ||
Stock incentive plan (in shares) | 1,356 | ||||
Share issuance costs | (87) | ||||
Withholding taxes on stock-based awards | (8,726) | (8,726) | |||
Stock-based compensation | 3,892 | 3,892 | |||
Net earnings | 1,377 | 1,377 | |||
Dividends on preferred stock | (514) | (514) | |||
Accretion on preferred stock | (190) | (190) | |||
Balance at Apr. 01, 2023 | $ 461,132 | 21,874 | (155,015) | 1,363 | 329,354 |
Balance (in shares) at Apr. 01, 2023 | 115,380 | ||||
Balance at Dec. 30, 2023 | $ 464,169 | 27,534 | (332,687) | 2,009 | 161,025 |
Balance (in shares) at Dec. 30, 2023 | 115,953 | ||||
Employee stock purchase plan | $ 111 | 111 | |||
Employee stock purchase plan (in shares) | 21 | ||||
Stock incentive plan | $ 537 | (334) | 203 | ||
Stock incentive plan (in shares) | 111 | ||||
Share issuance costs | 0 | ||||
Withholding taxes on stock-based awards | (86) | (86) | |||
Stock-based compensation | 5,299 | 5,299 | |||
Net earnings | 2,420 | 2,420 | |||
Dividends on preferred stock | (305) | (305) | |||
Accretion on preferred stock | (128) | (128) | |||
Balance at Mar. 30, 2024 | $ 464,817 | $ 32,413 | $ (330,700) | $ 2,009 | $ 168,539 |
Balance (in shares) at Mar. 30, 2024 | 116,085 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Share issuance costs | $ 0 | $ 87 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Operating activities | ||
Net earnings | $ 2,420 | $ 1,377 |
Earnings (loss) from discontinued operations | (1,417) | 4,204 |
Earnings (loss) from continuing operations | 3,837 | (2,827) |
Items not affecting cash: | ||
Depreciation and amortization | 8,576 | 7,050 |
Amortization of debt issuance costs | 229 | 407 |
Deferred income taxes | 0 | (4,850) |
Stock-based compensation | 5,299 | 3,892 |
Gain (Loss) on Disposition of Assets | 1,800 | 0 |
Other | (97) | 603 |
Changes in operating assets and liabilities, net of divestitures | (8,642) | 2,389 |
Net cash provided by operating activities of continuing operations | 7,402 | 6,664 |
Net cash used in operating activities of discontinued operations | (2,133) | (2,797) |
Net cash provided by operating activities | 5,269 | 3,867 |
Investing activities | ||
Additions to property, plant and equipment | (7,548) | (25,395) |
Proceeds from Divestiture of Businesses | 3,336 | 0 |
Net cash used in investing activities of continuing operations | (4,212) | (25,395) |
Net cash provided by (used in) investing activities of discontinued operations | 6,300 | (62) |
Net cash provided by (used in) investing activities | 2,088 | (25,457) |
Financing activities | ||
Increase in borrowings under revolving credit facilities | 250 | 5,573 |
Repayment of long-term debt | (4,782) | (9,899) |
Borrowings of long-term debt | 0 | 18,693 |
Proceeds from notes payable | 33,424 | 10,662 |
Repayment of notes payable | (34,373) | (5,433) |
Proceeds from the exercise of stock options and employee share purchases | 314 | 289 |
Payment of withholding taxes on stock-based awards | (86) | (249) |
Payment of cash dividends on preferred stock | (305) | (818) |
Payment of share issuance costs | 0 | (87) |
Net cash provided by (used in) financing activities of continuing operations | (5,558) | 18,731 |
Net cash provided by financing activities of discontinued operations | 0 | 3,090 |
Net cash provided by (used in) financing activities | (5,558) | 21,821 |
Increase in cash, cash equivalents and restricted cash in the period | 1,799 | 231 |
Cash, cash equivalents and restricted cash, beginning of the period | 8,754 | 679 |
Cash, cash equivalents and restricted cash, end of the period | $ 10,553 | $ 910 |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 30, 2024 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 1. Significant Accounting Policies Basis of Presentation These interim consolidated financial statements of SunOpta Inc. (the "Company" or "SunOpta") have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended, and in accordance with United States ("U.S.") generally accepted accounting principles ("U.S. GAAP") for interim financial information. Accordingly, these condensed interim consolidated financial statements do not include all of the disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included and all such adjustments are of a normal, recurring nature. Operating results for the quarter ended March 30, 2024 are not necessarily indicative of the results that may be expected for the full fiscal year ending December 28, 2024 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 30, 2023. 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 30, 2023. Reclassification of Discontinued Operations As described in note 2, on October 12, 2023, the Company completed the divestiture of its frozen fruit business ("Frozen Fruit"). As a result, the operating results and cash flows of Frozen Fruit for the quarter ended April 1, 2023, have been reclassified as discontinued operations on the consolidated statements of operations and cash flows. 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 as discontinued operations. Segment Information The Company manages its continuing operations on a company-wide basis, rather than at a product category or business unit level, thereby making determinations as to the allocation of resources as one operating and reportable segment. The Company's Chief Executive Officer, who has been identified as the Chief Operating Decision Maker ("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. The majority of the Company's products are shelf-stable packaged food and beverage products and share similar customers and distribution. Refer to note 14 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 year 2024 is a 52-week period ending on December 28, 2024, with quarterly periods ending on March 30, 2024, June 29, 2024 and September 28, 2024. Fiscal 2023 was a 52-week period ending on December 30, 2023, with quarterly periods ending on April 1, 2023, July 1, 2023 and September 30, 2023. Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023- 09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 30, 2024 | |
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 "Closing Date"), the Company, together with its subsidiaries Sunrise Growers, Inc. ("Sunrise Growers"), Sunrise Growers Mexico, S. de R.L. de C.V. ("Sunrise Mexico") and SunOpta Mx, S.A. de C.V. ("SunOpta Mexico"), completed the sale of certain assets and liabilities of Frozen Fruit pursuant to the terms of 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"). 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, which was paid 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 stated principal amounts of $15.0 million entered into by Sunrise Growers and $5.0 million entered into by SunOpta Mexico (the "Seller Promissory Notes"); and the assumption by the Purchasers of $15.7 million of accounts payable and accrued liabilities of Frozen Fruit. The estimated aggregate purchase price is subject to post-closing adjustments based on a determination of the final net working capital and resulting aggregate purchase price as of the Closing Date (the "Closing Statement"), with adjustments to the aggregate purchase price determined on a separate and individual basis for each of Sunrise Growers, Sunrise Mexico and SunOpta Mexico. Any downward adjustment will be deducted from the principal amount of the Seller Promissory Notes entered into by Sunrise Growers and/or SunOpta Mexico, as the case may be, 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 entered into by Sunrise Growers and/or SunOpta Mexico, as applicable. As at March 30, 2024 and December 30, 2023, the Company recorded a $0.5 million net receivable from the Purchasers based on the Company's estimate of the final net working capital and post-closing adjustments, which is included in other current assets on the consolidated balance sheets. However, this estimate may be subject to change, which could be material, as the parties are currently in the process of reconciling the final aggregate purchase price, including the resolution of certain disputed items in accordance with the procedures set forth in the APA. The Seller Promissory Notes bear interest at a rate per annum equal to the Secured Overnight Financing Rate ("SOFR"), 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. As at March 30, 2024 and December 30, 2023, the principal amount of the Seller Promissory Notes of $20.0 million, together with paid in kind interest of $0.7 million and $0.3 million, respectively, was recorded in other long-term assets on the consolidated balance sheets. As described above, the final principal amount of the Sellers Promissory Notes may change as a result of any upward or downward adjustment to the aggregate purchase price in connection with the resolution of the Closing Statement. As at March 30, 2024 and December 30, 2023, the Company had not recorded any allowance for credit losses related to the Seller Promissory Notes. The Seller Promissory Notes are secured by a second-priority lien on certain assets of Frozen Fruit acquired by the Purchasers. The table below presents the major components of the results of discontinued operations reported in the consolidated statement of operations for the quarters ended March 30, 2024 and April 1, 2023. Quarter ended March 30, April 1, 2024 2023 $ $ Revenues - 68,911 Cost of goods sold (1) 553 64,787 Selling, general and administrative expenses (2) 621 2,361 Intangible asset amortization - 2,000 Other expense (income), net (3) 427 (7 ) Foreign exchange gain (101 ) (2,200 ) Interest expense 23 148 Earnings (loss) from discontinued operations before income taxes (1,523 ) 1,822 Income tax benefit (106 ) (2,382 ) Earnings (loss) from discontinued operations (1,417 ) 4,204 (1) (2) (3) As at March 30, 2024 and December 30, 2023, current assets held for sale included on the consolidated balance sheets reflects the remaining carrying value of the frozen fruit inventory that was not acquired by the Purchasers. |
Sale of Assets
Sale of Assets | 3 Months Ended |
Mar. 30, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Sale of Assets [Text Block] | 3. Sale of Assets On March 4, 2024, the Company completed the sale of the net assets related to its smoothie bowls product line, including inventories and equipment, for a purchase price of $6.3 million, subject to a final working capital adjustment. The purchase price comprised $3.3 million in cash and a $3.0 million secured promissory note, which matures on August 1, 2024, and is recorded in prepaid expenses and other current assets on the consolidated balance sheet as at March 30, 2024. The Company recognized a pre-tax gain on sale of $1.8 million, which is recorded in other income of continuing operations on the consolidated statement of operations for the quarter ended March 30, 2024. |
Inventories
Inventories | 3 Months Ended |
Mar. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories [Text Block] | 4. Inventories March 30, 2024 December 30, 2023 $ $ Raw materials and work-in-process 54,785 52,419 Finished goods 44,214 37,606 Inventory reserves (6,999 ) (6,810 ) 92,000 83,215 |
Restricted Cash
Restricted Cash | 3 Months Ended |
Mar. 30, 2024 | |
Restricted Cash [Abstract] | |
Restricted Cash [Text Block] | 5. Restricted Cash Restricted cash relates to certain bank accounts in Mexico that were retained following the divestiture of Frozen Fruit, which are subject to a judicial hold in connection with a litigation matter. Restricted cash has been classified as non-current on the consolidated balance sheets as at March 30, 2024 and December 30, 2023, as the Company cannot predict the timing of when this matter may be resolved. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 30, 2024 | |
Payables and Accruals [Abstract] | |
Notes Payable [Text Block] | 6. Notes Payable The Company finances 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 March 30, 2024 and December 30, 2023, the Company had outstanding principal payment obligations to the third-party intermediaries of $16.6 million and $17.6 million in the aggregate, which is recorded as notes payable on the Company's consolidated balance sheets. 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 | 3 Months Ended |
Mar. 30, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt [Text Block] | 7. Long-Term Debt March 30, 2024 December 30, 2023 $ $ Term loan facility 177,750 180,000 Revolving credit facility 32,000 31,751 Less: Unamortized debt issuance costs (1,094 ) (1,152 ) Total credit facilities 208,656 210,599 Finance lease liabilities 50,100 52,630 Total debt 258,756 263,229 Less: current portion 24,882 24,346 Total long-term debt 233,874 238,883 Credit Facilities On December 8, 2023, the Company entered into a five-year Credit Agreement (the "Credit Agreement") providing for (i) a $180.0 million term loan credit facility (the "Term Loan Credit Facility") and (ii) an $85.0 million revolving credit facility (the "Revolving Credit Facility" and together with the Term Loan Credit Facility, the "Credit Facilities"). The Revolving Credit Facility includes $30.0 million of borrowing capacity available for letters of credit and provides for borrowings of up to $10.0 million on same-day notice including in the form of swingline loans. As at March 30, 2024, $5.9 million in letters of credit were issued but undrawn under the Revolving Credit Facility. The Credit Facilities mature on December 8, 2028. Borrowings under the Term Loan Credit Facility are repayable in quarterly principal installments of $2.3 million from the fiscal quarter ending March 31, 2024 to the fiscal quarter ending December 31, 2025, $3.4 million from the fiscal quarter ending March 31, 2026 to the fiscal quarter ending December 31, 2027, and $4.5 million from the fiscal quarter ending March 31, 2028 to the fiscal quarter ending September 30, 2028, with the remaining principal balance of $121.5 million due on the maturity date. Borrowings under the Credit Facilities bear interest at a margin over various reference rates, including a base rate (as defined in the Credit Agreement) and SOFR, selected at the option of the Company. The margin for the Credit Facilities is set quarterly based on the consolidated total net leverage ratio for the preceding fiscal quarter and will range from 1.00% to 2.25% with respect to base rate loans and from 2.00% to 3.25% for SOFR loans. For the quarter ended March 30, 2024, the weighted- average interest rate on outstanding borrowings under the Credit Facilities was 8.20%. In addition, the Company is required to pay an undrawn fee under the Revolving Credit Facility quarterly based on the consolidated total net leverage ratio for the preceding fiscal quarter ranging from 0.20% to 0.40% on the undrawn revolving commitments thereunder. The Company is also required to pay customary letter of credit fees, to the extent letters of credit are issued and outstanding under the Revolving Credit Facility. As at March 30, 2024, the Company was in compliancewith all financial and non-financial covenants under the Credit Agreement. |
Series B-1 Preferred Stock
Series B-1 Preferred Stock | 3 Months Ended |
Mar. 30, 2024 | |
Class of Stock Disclosures [Abstract] | |
Series B-1 Preferred Stock [Text Block] | 8. Series B-1 Preferred Stock As at March 30, 2024, the Company's subsidiary, SunOpta Foods Inc. ("SunOpta Foods"), had 15,000 shares of Series B-1 Preferred Stock ("Series B-1 Preferred Stock") issued and outstanding with Oaktree Organics, L.P. and Oaktree Huntington Investment Fund II, L.P. (collectively, "Oaktree"). As at March 30, 2024, the aggregate liquidation preference of the Series B- 1 preferred stock was $15.2 million, or approximately $1,015 per share. The carrying value of the Series B-1 Preferred Stock, net of unamortized issuance costs, is being accreted to the liquidation preference through charges to accumulated deficit, which amounted to $0.1 million for the quarter ended March 30, 2024 (April 1, 2023 - $0.2 million). In the first quarter of 2024, the Company paid cash dividends on the Series B-1 Preferred Stock of $0.3 million related to the fourth quarter of 2023 and accrued dividends of $0.3 million for the first quarter of 2024, which are recorded in accounts payable and accrued liabilities on the consolidated balance sheet. For the first quarter of 2024, dividends on the Series B-1 Preferred Stock accrued daily at an annualized rate of 8.0% of the liquidation preference. Subsequent to the first quarter of 2024, the Company, SunOpta Foods, and Oaktree agreed to amend the terms of the Series B-1 Preferred Stock to eliminate the dividend rights (see note 15). At any time, Oaktree may exchange the Series B-1 Preferred Stock, in whole or in part, into the number of shares of the Company's common stock ("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, while, at any time, 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. As at March 30, 2024, the Company had 2,932,453 Special Shares, Series 2 issued and outstanding, all of which are held by Oaktree. The Special Shares, Series 2 serve as a mechanism for attaching exchanged voting rights to the Series B-1 Preferred Stock and entitle the holder thereof to one vote per Special Share, Series 2 on all matters submitted to a vote of the holder of the Common Shares, voting together as a single class, subject to certain exemptions. 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. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 30, 2024 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation [Text Block] | 9. Stock-Based Compensation Special Awards On January 2, 2024, the Company granted special one-time awards of 144,404 restricted stock units ("RSUs"), 288,808 performance share units ("PSUs") and 230,804 stock options to Brian Kocher in connection with his appointment as the Company's Chief Executive Officer effective January 2, 2024. On March 13, 2024, the Company granted Mr. Kocher an additional 74,000 RSUs, equal to the number of Common Shares purchased by Mr. Kocher on the open market within the 75- day period after his employment began. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date, and each vested RSU entitles Mr. Kocher 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, 2024 and continuing through December 31, 2026, and subject to Mr. Kocher's continued employment with the Company through April 15, 2027. 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, 2026. 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 Mr. Kocher 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 Mr. Kocher to purchase one Common Share at an exercise price of $5.54, which was the closing price of the Common Shares on January 2, 2024. The weighted-average grant-date fair value of the RSUs was estimated to be $6.05 based on the closing prices of Common Shares on the dates of grant. A grant-date fair value of $3.47 was estimated for the stock options using the Black-Scholes option pricing model, and a grant-date fair value of $7.73 was estimated for the PSUs using a Monte Carlo valuation model. The following table summarizes the inputs to the Black-Scholes option-pricing and Monte Carlo valuation models: Stock Options PSUs Grant-date stock price $ 5.54 $ 5.54 Exercise price $ 5.54 NA Dividend yield 0% 0% Expected volatility (a) 65.6% 58.4% Risk-free interest rate (b) 3.9% 4.1% Expected life (in years) (c) 6.0 3.0 (a) (b) (c) The aggregate grant-date fair value of the stock options, RSUs and PSUs awarded to Mr. Kocher was determined to be $4.4 million, which will be recognized on a straight-line basis over the vesting period for the stock options and RSUs and the performance period for the PSUs. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes [Text Block] | 10. Income Taxes Income taxes were recognized at an effective rate of 6.7% for the quarter ended March 30, 2024, compared with 44.9% recognized for the quarter ended April 1, 2023. The change in the effective tax rate was primarily driven by the recognition of a full valuation allowance against U.S. deferred tax assets in excess of deferred tax liabilities 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 | 3 Months Ended |
Mar. 30, 2024 | |
Earnings (Loss) Per Share [Abstract] | |
Earnings (Loss) Per Share [Text Block] | 11. Earnings (Loss) Per Share Basic and diluted earnings (loss) per share were calculated as follows (shares in thousands): Quarter ended March 30, April 1, 2024 2023 Numerator Earnings (loss) from continuing operations $ 3,837 $ (2,827 ) Less: dividends and accretion on preferred stock (433 ) (704 ) Earnings (loss) from continuing operations attributable to common shareholders 3,404 (3,531 ) Earnings (loss) from discontinued operations (1,417 ) 4,204 Earnings attributable to common shareholders $ 1,987 $ 673 Denominator Basic weighted-average number of shares outstanding 116,033 110,014 Dilutive effect of the following: Stock options, restricted stock units and performance share units (1) 1,525 - Series B-1 Preferred Stock (2) - - Diluted weighted-average number of shares outstanding 117,558 110,014 Basic and Diluted Earnings (Loss) Per Share Earnings (loss) from continuing operations $ 0.03 $ (0.03 ) Earnings (loss) from discontinued operations (0.01 ) 0.04 Earnings attributable to common shareholders $ 0.02 $ 0.01 (1) (2) |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 30, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information [Text Block] | 12. Supplemental Cash Flow Information Quarter ended March 30, April 1, 2024 2023 $ $ Changes in Operating Assets and Liabilities, Net of Divestitures Accounts receivable (188 ) (3,961 ) Inventories (12,020 ) 2,714 Accounts payable and accrued liabilities 4,119 3,251 Other operating assets and liabilities (553 ) 385 (8,642 ) 2,389 Non-Cash Investing and Financing Activities Change in additions to property, plant and equipment included in accounts payable and accrued liabilities (1,283 ) (1,263 ) Change in accrued dividends on preferred stock - (305 ) Promissory note receivable from sale of smoothie bowls product line (see note 3) (3,000 ) - Change in short-term note receivable from divestiture of Frozen Fruit (see note 2) 6,300 - Paid in kind interest on Seller Promissory Notes (361 ) - Change in accrued withholding taxes on stock-based awards included in accounts payable and accrued liabilities - 8,477 Change in proceeds receivable from divestiture of sunflower business (1) - 385 (1) |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies [Text Block] | 13. 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. 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. As at March 30, 2024 and December 30, 2023, estimated insurance recoveries, net of the Company's self-insured retention amount, of $4.4 million and $4.8 million, respectively, are included in prepaid expenses and other current assets on the consolidated balance sheet, and recall-related costs of $0.2 million and $1.3 million, respectively, are included in accounts payable and accrued liabilities on the consolidated balance sheets. |
Disaggregation of Revenue
Disaggregation of Revenue | 3 Months Ended |
Mar. 30, 2024 | |
Disaggregation of Revenue [Abstract] | |
Disaggregation of Revenue [Text Block] | 14. 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 Ingredients Liquid and powder ingredients utilizing oat, soy and hemp bases. Smoothie bowls Ready-to-eat fruit smoothie and chia bowls topped with frozen fruit. Revenue disaggregated by product category is as follows: Quarter ended March 30, April 1, 2024 2023 $ $ Product Category Beverages and broths (1) 146,465 124,931 Fruit snacks 29,409 22,458 Ingredients (1) 4,668 4,419 Smoothie bowls (2) 2,306 3,161 Total revenues 182,848 154,969 (1) (2) |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event [Text Block] | 15. Subsequent Event Amendment to Series B-1 Preferred Stock Dividend Rights On April 17, 2024, the Company, SunOpta Foods and Oaktree entered into an Amending Agreement related to the elimination of the dividend rights attached to the Series B-1 Preferred Stock effective from and after December 31, 2023. The Series B-1 Preferred Stock previously paid a cumulative dividend of 8.0% per year that could be paid in-kind or in cash at the Company's option, which dividend would have increased from 8.0% to 10.0% per year and become payable only in cash at the end of the Company's third quarter in 2029. All other rights and obligations of the Company, SunOpta Foods, and Oaktree in connection with the Series B-1 Preferred Stock remain unchanged. The Company will account for the elimination of the dividend rights on a prospective basis beginning in the second quarter of 2024. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation [Policy Text Block] | Basis of Presentation These interim consolidated financial statements of SunOpta Inc. (the "Company" or "SunOpta") have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended, and in accordance with United States ("U.S.") generally accepted accounting principles ("U.S. GAAP") for interim financial information. Accordingly, these condensed interim consolidated financial statements do not include all of the disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included and all such adjustments are of a normal, recurring nature. Operating results for the quarter ended March 30, 2024 are not necessarily indicative of the results that may be expected for the full fiscal year ending December 28, 2024 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 30, 2023. 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 30, 2023. |
Reclassification of Discontinued Operations [Policy Text Block] | Reclassification of Discontinued Operations As described in note 2, on October 12, 2023, the Company completed the divestiture of its frozen fruit business ("Frozen Fruit"). As a result, the operating results and cash flows of Frozen Fruit for the quarter ended April 1, 2023, have been reclassified as discontinued operations on the consolidated statements of operations and cash flows. 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 as discontinued operations. |
Segment Information [Policy Text Block] | Segment Information The Company manages its continuing operations on a company-wide basis, rather than at a product category or business unit level, thereby making determinations as to the allocation of resources as one operating and reportable segment. The Company's Chief Executive Officer, who has been identified as the Chief Operating Decision Maker ("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. The majority of the Company's products are shelf-stable packaged food and beverage products and share similar customers and distribution. Refer to note 14 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 year 2024 is a 52-week period ending on December 28, 2024, with quarterly periods ending on March 30, 2024, June 29, 2024 and September 28, 2024. Fiscal 2023 was a 52-week period ending on December 30, 2023, with quarterly periods ending on April 1, 2023, July 1, 2023 and September 30, 2023. |
Recent Accounting Pronouncements [Policy Text Block] | Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023- 09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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] | Quarter ended March 30, April 1, 2024 2023 $ $ Revenues - 68,911 Cost of goods sold (1) 553 64,787 Selling, general and administrative expenses (2) 621 2,361 Intangible asset amortization - 2,000 Other expense (income), net (3) 427 (7 ) Foreign exchange gain (101 ) (2,200 ) Interest expense 23 148 Earnings (loss) from discontinued operations before income taxes (1,523 ) 1,822 Income tax benefit (106 ) (2,382 ) Earnings (loss) from discontinued operations (1,417 ) 4,204 (1) (2) (3) |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory, current [Table Text Block] | March 30, 2024 December 30, 2023 $ $ Raw materials and work-in-process 54,785 52,419 Finished goods 44,214 37,606 Inventory reserves (6,999 ) (6,810 ) 92,000 83,215 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of line of credit facilities [Table Text Block] | March 30, 2024 December 30, 2023 $ $ Term loan facility 177,750 180,000 Revolving credit facility 32,000 31,751 Less: Unamortized debt issuance costs (1,094 ) (1,152 ) Total credit facilities 208,656 210,599 Finance lease liabilities 50,100 52,630 Total debt 258,756 263,229 Less: current portion 24,882 24,346 Total long-term debt 233,874 238,883 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of share-based payment award, stock options, valuation assumptions [Table Text Block] | Stock Options PSUs Grant-date stock price $ 5.54 $ 5.54 Exercise price $ 5.54 NA Dividend yield 0% 0% Expected volatility (a) 65.6% 58.4% Risk-free interest rate (b) 3.9% 4.1% Expected life (in years) (c) 6.0 3.0 (a) (b) (c) |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Earnings (Loss) Per Share [Abstract] | |
Schedule of basic and diluted earnings (loss) per share [Table Text Block] | Quarter ended March 30, April 1, 2024 2023 Numerator Earnings (loss) from continuing operations $ 3,837 $ (2,827 ) Less: dividends and accretion on preferred stock (433 ) (704 ) Earnings (loss) from continuing operations attributable to common shareholders 3,404 (3,531 ) Earnings (loss) from discontinued operations (1,417 ) 4,204 Earnings attributable to common shareholders $ 1,987 $ 673 Denominator Basic weighted-average number of shares outstanding 116,033 110,014 Dilutive effect of the following: Stock options, restricted stock units and performance share units (1) 1,525 - Series B-1 Preferred Stock (2) - - Diluted weighted-average number of shares outstanding 117,558 110,014 Basic and Diluted Earnings (Loss) Per Share Earnings (loss) from continuing operations $ 0.03 $ (0.03 ) Earnings (loss) from discontinued operations (0.01 ) 0.04 Earnings attributable to common shareholders $ 0.02 $ 0.01 (1) (2) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of cash flow, supplemental disclosures [Table Text Block] | Quarter ended March 30, April 1, 2024 2023 $ $ Changes in Operating Assets and Liabilities, Net of Divestitures Accounts receivable (188 ) (3,961 ) Inventories (12,020 ) 2,714 Accounts payable and accrued liabilities 4,119 3,251 Other operating assets and liabilities (553 ) 385 (8,642 ) 2,389 Non-Cash Investing and Financing Activities Change in additions to property, plant and equipment included in accounts payable and accrued liabilities (1,283 ) (1,263 ) Change in accrued dividends on preferred stock - (305 ) Promissory note receivable from sale of smoothie bowls product line (see note 3) (3,000 ) - Change in short-term note receivable from divestiture of Frozen Fruit (see note 2) 6,300 - Paid in kind interest on Seller Promissory Notes (361 ) - Change in accrued withholding taxes on stock-based awards included in accounts payable and accrued liabilities - 8,477 Change in proceeds receivable from divestiture of sunflower business (1) - 385 |
Disaggregation of Revenue (Tabl
Disaggregation of Revenue (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Disaggregation of Revenue [Abstract] | |
Schedule of disaggregation of revenue [Table Text Block] | Quarter ended March 30, April 1, 2024 2023 $ $ Product Category Beverages and broths (1) 146,465 124,931 Fruit snacks 29,409 22,458 Ingredients (1) 4,668 4,419 Smoothie bowls (2) 2,306 3,161 Total revenues 182,848 154,969 (1) (2) |
Significant Accounting Polici_3
Significant Accounting Policies (Narrative) (Details) | 3 Months Ended |
Mar. 30, 2024 | |
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 year 2024 is a 52-week period ending on December 28, 2024, with quarterly periods ending on March 30, 2024, June 29, 2024 and September 28, 2024. Fiscal 2023 was a 52-week period ending on December 30, 2023, with quarterly periods ending on April 1, 2023, July 1, 2023 and September 30, 2023. |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Oct. 12, 2023 | Mar. 30, 2024 | Apr. 01, 2023 | Dec. 30, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Paid-in-Kind Interest | $ 361 | $ 0 | ||
Divestiture of Frozen Fruit [Member] | Asset Purchase Agreement [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash consideration | $ 95,300 | |||
Short-term note receivable | 10,500 | |||
Receivable amount in five consecutive monthly installments | 2,100 | |||
Accounts payable and accrued liabilities assumed | $ 15,700 | |||
Maximum deduction from principal amount of Seller Promissory Notes | 5,000 | $ 5,000 | ||
Interest rate per annum | The Seller Promissory Notes bear interest at a rate per annum equal to the Secured Overnight Financing Rate ("SOFR"), 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. | |||
Net receivable from purchasers | 500 | |||
Principal amount of seller promissory notes | 20,000 | 20,000 | ||
Paid-in-Kind Interest | $ 700 | $ 300 | ||
Sunrise Growers [Member] | Asset Purchase Agreement [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Principal amount of seller promissory notes | $ 15,000 | |||
SunOpta Mexico [Member] | Asset Purchase Agreement [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Principal amount of seller promissory notes | $ 5,000 |
Discontinued Operations (Schedu
Discontinued Operations (Schedule of income statement disclosures) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Earnings (loss) from discontinued operations | $ (1,417) | $ 4,204 |
Divestiture of Frozen Fruit [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenues | 0 | 68,911 |
Cost of goods sold | 553 | 64,787 |
Selling, general and administrative expenses | 621 | 2,361 |
Intangible asset amortization | 0 | 2,000 |
Other expense (income), net | 427 | (7) |
Foreign exchange gain | (101) | (2,200) |
Interest expense | 23 | 148 |
Earnings (loss) from discontinued operations before income taxes | (1,523) | 1,822 |
Income tax benefit | (106) | (2,382) |
Earnings (loss) from discontinued operations | $ (1,417) | $ 4,204 |
Sale of Assets (Narrative) (Det
Sale of Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Business Combination and Asset Acquisition [Abstract] | ||
Total consideration from sale of assets | $ 6,300 | |
Proceeds from Divestiture of Businesses | 3,336 | $ 0 |
Secured promissory note consideration | 3,000 | |
Pre-tax gain on sale | $ 1,800 | $ 0 |
Inventories (Schedule of invent
Inventories (Schedule of inventory, current) (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 30, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials and work-in-process | $ 54,785 | $ 52,419 |
Finished goods | 44,214 | 37,606 |
Inventory reserves | (6,999) | (6,810) |
Total Inventory, Net | $ 92,000 | $ 83,215 |
Notes Payable (Narrative) (Deta
Notes Payable (Narrative) (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 30, 2023 |
Payables and Accruals [Abstract] | ||
Outstanding principal payment obligations | $ 16,648 | $ 17,596 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 08, 2023 | Mar. 30, 2024 | |
Debt Instrument [Line Items] | ||
Line of credit facility, frequency of payments | The Credit Facilities mature on December 8, 2028. Borrowings under the Term Loan Credit Facility are repayable in quarterly principal installments of $2.3 million from the fiscal quarter ending March 31, 2024 to the fiscal quarter ending December 31, 2025, $3.4 million from the fiscal quarter ending March 31, 2026 to the fiscal quarter ending December 31, 2027, and $4.5 million from the fiscal quarter ending March 31, 2028 to the fiscal quarter ending September 30, 2028, with the remaining principal balance of $121.5 million due on the maturity date. | |
New Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility, borrowing capacity, description | (i) a $180.0 million term loan credit facility (the "Term Loan Credit Facility") and (ii) an $85.0 million revolving credit facility (the "Revolving Credit Facility" and together with the Term Loan Credit Facility, the "Credit Facilities"). | |
Line of credit facility, maximum borrowing capacity | $ 10 | |
Line of credit facility, interest rate description | Borrowings under the Credit Facilities bear interest at a margin over various reference rates, including a base rate (as defined in the Credit Agreement) and SOFR, selected at the option of the Company. The margin for the Credit Facilities is set quarterly based on the consolidated total net leverage ratio for the preceding fiscal quarter and will range from 1.00% to 2.25% with respect to base rate loans and from 2.00% to 3.25% for SOFR loans. For the quarter ended March 30, 2024, the weighted- average interest rate on outstanding borrowings under the Credit Facilities was 8.20%. In addition, the Company is required to pay an undrawn fee under the Revolving Credit Facility quarterly based on the consolidated total net leverage ratio for the preceding fiscal quarter ranging from 0.20% to 0.40% on the undrawn revolving commitments thereunder. The Company is also required to pay customary letter of credit fees, to the extent letters of credit are issued and outstanding under the Revolving Credit Facility. | |
Letter of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 30 | $ 5.9 |
Long-Term Debt (Schedule of lon
Long-Term Debt (Schedule of long-term debt) (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 30, 2023 |
Line of Credit Facility [Line Items] | ||
Less: Unamortized debt issuance costs | $ (1,094) | $ (1,152) |
Total credit facilities | 208,656 | 210,599 |
Finance lease liabilities | 50,100 | 52,630 |
Total debt | 258,756 | 263,229 |
Less: current portion | 24,882 | 24,346 |
Total long-term debt | 233,874 | 238,883 |
Term loan facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Total credit facilities | 177,750 | 180,000 |
Revolving credit facilities [Member] | ||
Line of Credit Facility [Line Items] | ||
Total credit facilities | $ 32,000 | $ 31,751 |
Series B-1 Preferred Stock (Nar
Series B-1 Preferred Stock (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Temporary Equity [Line Items] | ||
Dividends paid | $ 305 | $ 818 |
Series B-1 Preferred Stock [Member] | Oaktree and Engaged [Member] | ||
Temporary Equity [Line Items] | ||
Preferred stock, shares issued | 15,000 | |
Preferred stock, liquidation preference, value | $ 15,200 | |
Preferred stock, liquidation preference per share | $ 1,015 | |
Unamortized issuance costs | $ 100 | $ 200 |
Dividends paid | 300 | |
Accrued unpaid dividends | $ 300 | |
Preferred stock, dividend payment terms | For the first quarter of 2024, dividends on the Series B-1 Preferred Stock accrued daily at an annualized rate of 8.0% of the liquidation preference. Subsequent to the first quarter of 2024, the Company, SunOpta Foods, and Oaktree agreed to amend the terms of the Series B-1 Preferred Stock to eliminate the dividend rights (see note 15). | |
Series B-1 Preferred Stock [Member] | Oaktree [Member] | ||
Temporary Equity [Line Items] | ||
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 shares of the Company's common stock ("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, while, at any time, 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. | |
Preferred stock, conversion price | $ 2.5 | |
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 | Mar. 13, 2024 | Jan. 02, 2024 |
CEO [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
EBITDA PSUs not yet recognized as an expense | $ 4.4 | |
Restricted Stock Units ("RSUs") [Member] | CEO [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of units granted | 74,000 | 144,404 |
Weighted-average grant-date fair values (units) | $ 6.05 | |
Performance Share Units ("PSUs") [Member] | CEO [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of units granted | 288,808 | |
Weighted-average grant-date fair values (units) | $ 7.73 | |
Performance Share Units ("PSUs") [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of vesting awards | 0% | |
Performance Share Units ("PSUs") [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of vesting awards | 200% | |
Stock Options [Member] | CEO [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options granted | 230,804 | |
Exercise price of stock options granted | $ 5.54 | |
Weighted-average grant-date fair values (options) | $ 3.47 |
Stock-Based Compensation (Sched
Stock-Based Compensation (Schedule of valuation assumptions) (Details) | 3 Months Ended |
Mar. 30, 2024 $ / shares | |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant-date stock price | $ 5.54 |
Exercise price | $ 5.54 |
Dividend yield | 0% |
Expected volatility | 65.60% |
Risk-free interest rate | 3.90% |
Expected life (in years) | 6 years |
PSUs [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant-date stock price | $ 5.54 |
Exercise price | |
Dividend yield | 0% |
Expected volatility | 58.40% |
Risk-free interest rate | 4.10% |
Expected life (in years) | 3 years |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate recognized | 6.70% | 44.90% |
Earnings (Loss) Per Share (Narr
Earnings (Loss) Per Share (Narrative) (Details) - shares | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Potential common shares excluded from the calculation of diluted loss per share | 3,092,596 | |
Stock options and RSUs [Member] | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Potential common shares excluded from the calculation of diluted loss per share | 2,399,822 | 2,243,349 |
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 | 6,089,333 | 6,089,333 |
Earnings (Loss) Per Share (Sche
Earnings (Loss) Per Share (Schedule of basic and diluted earnings (loss) per share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Numerator | ||
Earnings (loss) from continuing operations | $ 3,837 | $ (2,827) |
Less: dividends and accretion on preferred stock | (433) | (704) |
Earnings (loss) from continuing operations attributable to common shareholders | 3,404 | (3,531) |
Earnings (loss) from discontinued operations | (1,417) | 4,204 |
Earnings attributable to common shareholders | $ 1,987 | $ 673 |
Earnings Per Share, Diluted, Other Disclosure [Abstract] | ||
Basic weighted-average number of shares outstanding | 116,033 | 110,014 |
Diluted weighted-average number of shares outstanding | 117,558 | 110,014 |
Basic earnings (loss) per share: | ||
Earnings (loss) from continuing operations, Basic | $ 0.03 | $ (0.03) |
Earnings (loss) from discontinued operations, Basic | (0.01) | 0.04 |
Earnings attributable to common shareholders, Basic | 0.02 | 0.01 |
Diluted earnings (loss) per share | ||
Earnings (loss) from continuing operations, Diluted | 0.03 | (0.03) |
Earnings (loss) from discontinued operations, Diluted | (0.01) | 0.04 |
Earnings attributable to common shareholders, Diluted | $ 0.02 | $ 0.01 |
Stock options, restricted stock units and performance share units [Member] | ||
Earnings Per Share, Diluted, Other Disclosure [Abstract] | ||
Diluted weighted-average number of shares outstanding | 1,525 | 0 |
Series B-1 Preferred Stock [Member] | ||
Earnings Per Share, Diluted, Other Disclosure [Abstract] | ||
Diluted weighted-average number of shares outstanding | 0 | 0 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Schedule of supplemental cash flow information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Changes in Operating Assets and Liabilities, Net of Divestitures | ||
Accounts receivable | $ (188) | $ (3,961) |
Inventories | (12,020) | 2,714 |
Accounts payable and accrued liabilities | 4,119 | 3,251 |
Other operating assets and liabilities | (553) | 385 |
Changes in operating assets and liabilities, total | (8,642) | 2,389 |
Non-Cash Investing and Financing Activities | ||
Change in additions to property, plant and equipment included in accounts payable and accrued liabilities | (1,283) | (1,263) |
Change in accrued dividends on preferred stock | 0 | (305) |
Promissory note receivable from sale of smoothie bowls product line | (3,000) | 0 |
Change in short-term note receivable from divestiture of Frozen Fruit | 6,300 | 0 |
Paid in kind interest on Seller Promissory Notes | (361) | 0 |
Change in accrued withholding taxes on stock-based awards included in accounts payable and accrued liabilities | 0 | 8,477 |
Change in proceeds receivable from divestiture of sunflower business | $ 0 | $ 385 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - Sunrise Growers Inc [Member] - Frozen fruit product recall [Member] - USD ($) $ in Millions | Mar. 30, 2024 | Dec. 30, 2023 |
Commitments And Contingencies [Line Items] | ||
Estimated insurance recoveries | $ 4.4 | $ 4.8 |
Recall-related costs | $ 0.2 | $ 1.3 |
Disaggregation of Revenue (Sche
Disaggregation of Revenue (Schedule of disaggregation of revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 182,848 | $ 154,969 |
Beverages and broths [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 146,465 | 124,931 |
Fruit snacks [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 29,409 | 22,458 |
Ingredients [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 4,668 | 4,419 |
Smoothie bowls [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 2,306 | $ 3,161 |
Subsequent Event (Narrative) (D
Subsequent Event (Narrative) (Details) | 1 Months Ended |
Apr. 17, 2024 | |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Subsequent event description | On April 17, 2024, the Company, SunOpta Foods and Oaktree entered into an Amending Agreement related to the elimination of the dividend rights attached to the Series B-1 Preferred Stock effective from and after December 31, 2023. The Series B-1 Preferred Stock previously paid a cumulative dividend of 8.0% per year that could be paid in-kind or in cash at the Company's option, which dividend would have increased from 8.0% to 10.0% per year and become payable only in cash at the end of the Company's third quarter in 2029. All other rights and obligations of the Company, SunOpta Foods, and Oaktree in connection with the Series B-1 Preferred Stock remain unchanged. The Company will account for the elimination of the dividend rights on a prospective basis beginning in the second quarter of 2024. |