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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

                                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 26, 2020

OR

                                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to                .

Commission file number: 001-34198

SUNOPTA INC.

(Exact name of registrant as specified in its charter)

CanadaNot Applicable
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
  
2233 Argentia Road, Suite 401
Mississauga, Ontario L5N 2X7, Canada
(905) 821-9669
(Address of principal executive offices)(Registrant's telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):   

Large accelerated filer ☐Accelerated filer
Non-accelerated filer ☐ Smaller reporting company
(Do not check if a smaller reporting company) Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.          ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).         

Yes ☐                   No


Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
STKL
The Nasdaq Stock Market
Common Shares
SOY
The Toronto Stock Exchange

 

The number of the registrant's common shares outstanding as of October 28, 2020 was 89,937,726.


SUNOPTA INC.
FORM 10-Q
For the Quarterly Period Ended September 26, 2020

 

TABLE OF CONTENTS

 

PART IFINANCIAL INFORMATION 
Item 1.Financial Statements (unaudited) 
 Consolidated Statements of Operations for the quarters and three quarters ended September 26, 2020 and September 28, 20197
 

Consolidated Statements of Comprehensive Earnings (Loss) for the quarters and three quarters ended September 26, 2020 and September 28, 2019

8
 

Consolidated Balance Sheets as at September 26, 2020 and December 28, 2019

9
 

Consolidated Statements of Shareholders' Equity as at and for the quarters and three quarters ended September 26, 2020 and September 28, 2019

10
 

Consolidated Statements of Cash Flows for the quarters and three quarters ended September 26, 2020 and September 28, 2019

12
 

Notes to Consolidated Financial Statements

13
   
Item 2Management's Discussion and Analysis of Financial Condition and Results of Operations30
Item 3Quantitative and Qualitative Disclosures about Market Risk56
Item 4Controls and Procedures56

 
  
PART IIOTHER INFORMATION 
Item 1Legal Proceedings58
Item 1ARisk Factors58
Item 6Exhibits58

 

Basis of Presentation

 

Except where the context otherwise requires, all references in this Quarterly Report on Form 10-Q ("Form 10-Q") to the "Company," "SunOpta," "we," "us," "our" or similar words and phrases are to SunOpta Inc. and its subsidiaries, taken together. 

 

In this report, all currency amounts presented are expressed in thousands of United States ("U.S.") dollars ("$"), except per share amounts, unless otherwise stated.  Other amounts may be presented in thousands of Canadian dollars ("C$"), euros ("€") and Mexican pesos ("M$").  As at September 26, 2020, the closing rates of exchange for the Canadian dollar, euro and Mexican peso, expressed in U.S. dollars, based on Bank of Canada exchange rates, were C$0.7465, €1.1627 and M$0.0445.  These rates are provided solely for convenience and do not necessarily reflect the rates used in the preparation of our financial statements.

 

Forward-Looking Statements

 

This Form 10-Q contains forward-looking statements which are based on management's current expectations and assumptions and involve a number of risks and uncertainties.  Generally, forward-looking statements do not relate strictly to historical or current facts and are typically accompanied by words such as "anticipate," "estimate," "target," "intend," "project," "potential," "predict," "continue," "believe," "expect," "can," "could," "would," "should," "may," "might," "plan," "will," "budget," "forecast," the negatives of such terms, and words and phrases of similar impact and include, but are not limited to, references to future financial and operating results, plans, objectives, expectations and intentions; changes in customer demand resulting from or related to the COVID-19 pandemic, as well as supply chain, logistics and other disruptions, the cancellation or delay of new product launches, the availability and pricing of our raw materials, fluctuations in foreign currency exchange rates and commodity pricing, and general economic and political conditions globally and in the markets in which we do business; our plans and ability to expand capacity in our plant-based food and beverage business, and timing to complete expansion projects in 2020; our expectations regarding profitability in our frozen fruit business in the fourth quarter of 2020; our expectations regarding the availability and commodity pricing for frozen strawberry supply, and potential impacts to our revenues and margins; our expectations regarding customer demand, consumer preferences, competition, sales pricing, and availability and pricing of raw material inputs; other expectations related to our businesses, including anticipated results of operations, operational growth and expansion plans, plans to reduce costs and improve profitability, and intent and ability to bring new products and processes to market through innovation; our plans and ability to enter into a new long-term asset-backed lending facility, and our expectations for timing of completion; our intentions related to potential sale of selected businesses or assets; liquidity constraints and the availability of alternative financing sources; and other statements that are not historical facts.  These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These forward-looking statements are based on certain assumptions, expectations and analyses we make in light of our experience and our interpretation of current conditions, historical trends and expected future developments, as well as other factors that we believe are appropriate in the circumstances.

 

SUNOPTA INC.3

September 26, 2020 10-Q


Whether actual results and developments will be consistent with and meet our expectations and predictions is subject to many risks and uncertainties.  Accordingly, there are important factors that could cause our actual results to differ materially from our expectations and predictions.  We believe these factors include, but are not limited to, the following:

 

  • failure or inability to implement our value creation strategies to achieve anticipated benefits;
  • conflicts of interest between our significant investors and our other stakeholders;
  • disruptions to our business caused by shareholder activism;
  • the impact of the COVID-19 pandemic on our business and financial results;
  • product liability suits, recalls and threatened market withdrawals that may arise or be brought against us;
  • food safety concerns and instances of food-borne illnesses that could harm our business;
  • litigation and regulatory enforcement concerning marketing and labeling of food products;
  • significant food and health regulations to which we are subject;
  • ability to obtain additional capital as required to maintain current growth rates;
  • the potential for impairment charges for goodwill or other intangible assets; 
  • the highly competitive industry in which we operate;
  • that our customers may choose not to buy products from us; 
  • the potential loss of one or more key customers; 
  • changes and difficulty in predicting consumer preferences for natural and organic food products; 
  • our ability to effectively manage our supply chain; 
  • volatility in the prices of raw materials, freight and energy; 
  • the availability of organic and non-genetically modified ingredients;
  • unfavorable growing and operating conditions due to adverse weather conditions; 
  • an interruption at one or more of our manufacturing facilities; 
  • technology failures that could disrupt our operations and negatively impact our business;
SUNOPTA INC.4

September 26, 2020 10-Q


  • the potential for data breaches and the need to comply with data privacy and protection laws and regulations;
  • the loss of service of our key management; 
  • labor shortages or increased labor costs; 
  • technological innovation by our competitors; 
  • ability to protect our intellectual property and proprietary rights; 
  • changes in laws or regulations governing foreign trade or taxation;
  • agricultural policies that influence our operations; 
  • substantial environmental regulation and policies to which we are subject;
  • changes in laws or regulations governing climate change;
  • the enactment of new climate change laws; 
  • fluctuations in exchange rates, interest rates and the prices of certain commodities; 
  • exposure to our international operations; 
  • increased vulnerability to economic downturns and adverse industry conditions due to our level of indebtedness;
  • restrictions under the terms of our debt and equity instruments on how we may operate our business;
  • our ability to renew our revolving asset-based credit facility (the "Global Credit Facility") when it becomes due on March 31, 2022, and/or refinance our senior secured second lien notes when they mature on October 9, 2022;
  • our ability to meet the financial covenants under the Global Credit Facility or to obtain necessary waivers from our lenders;
  • our ability to effectively manage our growth and integrate acquired companies;
  • our ability to achieve the estimated benefits or synergies to be realized from business acquisitions;
  • exposure to unknown liabilities arising from business acquisitions;
  • unexpected disruptions in our business, including disruptions resulting from business acquisitions;
  • our ability to successfully consummate possible future divestitures of businesses;
  • the volatility of our operating results and share price;
  • that we do not currently intend to, and are restricted in our ability to, pay any cash dividends on our common shares in the foreseeable future;
  • dilution in the value of our common shares through the exchange of convertible preferred stock, exercise of stock options, participation in our employee stock purchase plan and issuance of additional securities; and
  • impact of the publication of industry analyst research or reports about our business on the value of our common shares. 
SUNOPTA INC.5

September 26, 2020 10-Q


All forward-looking statements made herein are qualified by these cautionary statements, and our actual results or the developments we anticipate may not be realized.  Our forward-looking statements are based only on information currently available to us and speak only as of the date on which they are made. We do not undertake any obligation to publicly update our forward-looking statements, whether written or oral, after the date of this report for any reason, even if new information becomes available or other events occur in the future, except as may be required under applicable securities laws.  The foregoing factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and our Annual Report on Form 10-K for the fiscal year ended December 28, 2019.  Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found under Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 28, 2019, under Item 1A. "Risk Factors" of this report, and in our other filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators.

SUNOPTA INC.6

September 26, 2020 10-Q


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

SunOpta Inc.
Consolidated Statements of Operations
For the quarters and three quarters ended September 26, 2020 and September 28, 2019
(Unaudited)
(All dollar amounts expressed in thousands of U.S. dollars, except per share amounts)
 
   Quarter ended  Three quarters ended 
   September 26, 2020  September 28, 2019  September 26, 2020  September 28, 2019 
   $  $  $  $ 
              
Revenues (note 2) 314,981  295,941  961,874  894,220 
              
Cost of goods sold  273,102  269,616  836,583  812,362 
              
Gross profit 41,879  26,325  125,291  81,858 
              
Selling, general and administrative expenses 29,278  27,674  84,783  81,184 
Intangible asset amortization 2,543  2,768  7,869  8,202 
Other expense (income), net (note 10) 1,030  3,323  (601) (39,744)
Foreign exchange loss (gain) 679  (590) 2,969  (1,784)
              
Earnings (loss) before the following 8,349  (6,850) 30,271  34,000 
              
Interest expense, net 8,017  8,864  24,233  25,857 
              
Earnings (loss) before income taxes 332  (15,714) 6,038  8,143 
              
Provision for (recovery of) income taxes 41  (3,935) 1,623  3,239 
              
Net earnings (loss) 291  (11,779) 4,415  4,904 
              
Earnings (loss) attributable to non-controlling interests 202  (30) (42) 59 
              
Earnings (loss) attributable to SunOpta Inc. 89  (11,749) 4,457  4,845 
              
Dividends and accretion on preferred stock (note 8) (2,844) (2,009) (7,473) (6,005)
              
Loss attributable to common shareholders (2,755) (13,758) (3,016) (1,160)
              
Loss per share (note 11)            
 Basic (0.03) (0.16) (0.03) (0.01)
 Diluted (0.03) (0.16) (0.03) (0.01)
              
Weighted-average common shares outstanding (000s) (note 11)            
 Basic 89,635  87,928  88,962  87,695 
 Diluted 89,635  87,928  88,962  87,695 
 
(See accompanying notes to consolidated financial statements)
 
SUNOPTA INC.7September 26, 2020 10-Q

 
SunOpta Inc.
Consolidated Statements of Comprehensive Earnings (Loss)
For the quarters and three quarters ended September 26, 2020 and September 28, 2019
(Unaudited)
(All dollar amounts expressed in thousands of U.S. dollars)
 
  Quarter ended  Three quarters ended 
  September 26, 2020  September 28, 2019  September 26, 2020  September 28, 2019 
  $  $  $  $ 
             
Net earnings (loss) 291  (11,779) 4,415  4,904 
             
Currency translation adjustment 875  (1,265) 976  (2,104)
             
Comprehensive earnings (loss) 1,166  (13,044) 5,391  2,800 
             
Comprehensive earnings (loss) attributable to non-controlling interests 184  (20) (67) 71 
             
Comprehensive earnings (loss) attributable to SunOpta Inc. 982  (13,024) 5,458  2,729 
 
(See accompanying notes to consolidated financial statements)
 
SUNOPTA INC.8September 26, 2020 10-Q

 
SunOpta Inc.
Consolidated Balance Sheets
As at September 26, 2020 and December 28, 2019
(Unaudited)
(All dollar amounts expressed in thousands of U.S. dollars)
 
   September 26, 2020  December 28, 2019 
   $  $ 
        
ASSETS      
Current assets      
 Cash and cash equivalents 938  1,498 
 Accounts receivable, net of allowance for credit losses of $1,891 and $1,386, respectively 138,968  121,445 
 Inventories (note 6) 310,344  323,546 
 Prepaid expenses and other current assets 30,112  35,985 
 Income taxes recoverable 8,409  7,480 
Total current assets 488,771  489,954 
        
Property, plant and equipment 194,141  184,550 
Operating lease right-of-use assets  61,071  68,433 
Goodwill  28,799  28,422 
Intangible assets  142,136  150,009 
Deferred income taxes 3,650   
Other assets  2,794  1,991 
Total assets 921,362  923,359 
        
LIABILITIES      
Current liabilities      
 Bank indebtedness (note 7) 199,908  245,536 
 Accounts payable and accrued liabilities 144,477  133,529 
 Customer and other deposits 98  37 
 Income taxes payable 753  1,272 
 Other current liabilities 733  802 
 Current portion of long-term debt (note 7) 3,292  2,987 
 Current portion of operating lease liabilities 15,593  17,215 
 Current portion of long-term liabilities 600  4,286 
Total current liabilities 365,454  405,664 
        
Long-term debt (note 7) 240,582  242,204 
Operating lease liabilities  45,984  52,020 
Long-term liabilities  1,929  2,011 
Deferred income taxes 18,188  9,027 
Total liabilities 672,137  710,926 
        
Series A Preferred Stock (note 8) 86,956  82,524 
Series B Preferred Stock (note 8) 27,467   
        
EQUITY      
SunOpta Inc. shareholders' equity      
 Common shares, no par value, unlimited shares authorized, 89,893,515 shares issued (December 28, 2019 - 88,089,733) 325,471  318,456 
 Additional paid-in capital 35,726  35,767 
 Accumulated deficit (217,947) (214,931)
 Accumulated other comprehensive loss (10,270) (11,271)
   132,980  128,021 
Non-controlling interests 1,822  1,888 
Total equity 134,802  129,909 
Total equity and liabilities 921,362  923,359 
        
Commitments and contingencies (note 13)      
 
(See accompanying notes to consolidated financial statements)
 
SUNOPTA INC.9September 26, 2020 10-Q

 
 
SunOpta Inc.
Consolidated Statements of Shareholders' Equity
As at and for the quarters ended September 26, 2020 and September 28, 2019
(Unaudited)
(All dollar amounts expressed in thousands of U.S. dollars)
 
  Common shares  Additional paid-in capital  Accumulated deficit  Accumulated other com-prehensive loss  Non-controlling interests  Total 
  000s  $  $  $  $  $  $ 
                      
Balance at June 27, 2020 89,403  323,412  34,610  (215,192) (11,163) 1,637  133,304 
Employee stock purchase plan 26  149          149 
Stock incentive plan 465  1,910  (1,195)       715 
Withholding taxes on stock-based awards     (1,225)       (1,225)
Stock-based compensation     3,536        3,536 
Dividends on preferred stock       (2,378)     (2,378)
Accretion on preferred stock       (466)     (466)
Net earnings       89    202  291 
Currency translation adjustment         893  (18) 875 
Capital contribution to majority-owned subsidiary           67  67 
Dividend paid by subsidiary to non- controlling interest           (66) (66)
                      
Balance at September 26, 2020 89,894  325,471  35,726  (217,947) (10,270) 1,822  134,802 
  Common shares  Additional paid-in capital  Accumulated deficit  Accumulated other com-prehensive loss  Non-controlling interests  Total 
  000s  $  $  $  $  $  $ 
                      
Balance at June 29, 2019 87,857  317,735  31,518  (193,553) (10,508) 1,798  146,990 
Employee stock purchase plan 57  114          114 
Stock incentive plan 86  347  (295)       52 
Withholding taxes on stock-based awards     (2)       (2)
Stock-based compensation     2,558        2,558 
Dividends on preferred stock       (1,700)     (1,700)
Accretion on preferred stock       (309)     (309)
Net loss       (11,749)   (30) (11,779)
Currency translation adjustment         (1,275) 10  (1,265)
Capital contribution to majority-owned subsidiary           68  68 
Dividend paid by subsidiary to non- controlling interest           (31) (31)
                      
Balance at September 28, 2019 88,000  318,196  33,779  (207,311) (11,783) 1,815  134,696 

 

SUNOPTA INC.10September 26, 2020 10-Q

 
SunOpta Inc.
Consolidated Statements of Shareholders' Equity (continued)
As at and for the three quarters ended September 28, 2019 and September 26, 2020
(Unaudited)
(All dollar amounts expressed in thousands of U.S. dollars)
 
  Common shares  Additional paid-in capital  Accumulated deficit  Accumulated other com-prehensive loss  Non-controlling interests  Total 
  000s  $  $  $  $  $  $ 
                      
Balance at December 28, 2019 88,090  318,456  35,767  (214,931) (11,271) 1,888  129,909 
Employee stock purchase plan 99  344          344 
Stock incentive plan 1,705  6,671  (5,580)       1,091 
Withholding taxes on stock-based awards     (2,376)       (2,376)
Stock-based compensation     7,915        7,915 
Dividends on preferred stock       (6,259)     (6,259)
Accretion on preferred stock       (1,214)     (1,214)
Net earnings       4,457    (42) 4,415 
Currency translation adjustment         1,001  (25) 976 
Capital contribution to majority-owned subsidiary           67  67 
Dividend paid by subsidiary to non- controlling interest           (66) (66)
                      
Balance at September 26, 2020 89,894  325,471  35,726  (217,947) (10,270) 1,822  134,802 
  Common shares  Additional paid-in capital  Accumulated deficit  Accumulated other com-prehensive loss  Non-controlling interests  Total 
  000s  $  $  $  $  $  $ 
                      
Balance at December 29, 2018 87,423  314,357  31,796  (206,151) (9,667) 1,504  131,839 
Employee stock purchase plan 153  399          399 
Stock incentive plan 424  3,440  (3,026)       414 
Withholding taxes on stock-based awards     (384)       (384)
Stock-based compensation     5,393        5,393 
Dividends on preferred stock       (5,100)     (5,100)
Accretion on preferred stock       (905)     (905)
Net earnings       4,845    59  4,904 
Currency translation adjustment         (2,116) 12  (2,104)
Capital contribution to majority-owned subsidiary           271  271 
Dividend paid by subsidiary to non- controlling interest           (31) (31)
                      
Balance at September 28, 2019 88,000  318,196  33,779  (207,311) (11,783) 1,815  134,696 
 
(See accompanying notes to consolidated financial statements)
 
SUNOPTA INC.11September 26, 2020 10-Q

SunOpta Inc.
Consolidated Statements of Cash Flows
For the quarters and three quarters ended September 26, 2020 and September 28, 2019
(Unaudited)
(Expressed in thousands of U.S. dollars)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
  Quarter ended  Three quarters ended 
  September 26, 2020  September 28, 2019  September 26, 2020  September 28, 2019 
  $  $  $  $ 
             
CASH PROVIDED BY (USED IN)            
             
Operating activities            
Net earnings (loss) 291  (11,779) 4,415  4,904 
Items not affecting cash:            
Depreciation and amortization 8,669  8,517  26,342  25,005 
Amortization of debt issuance costs 1,019  683  3,023  2,022 
Deferred income taxes 2,293  (2,732) 5,511  2,239 
Stock-based compensation 3,536  2,558  7,915  5,393 
Unrealized loss on derivative contracts (note 5) 629  865  779  577 
Gain on settlement of contingent consideration            
obligation (note 10)     (2,286)  
Loss (gain) on sale of business (note 3)   1,109    (44,269)
Other 219  26  118  (108)
Changes in non-cash working capital, net of businesses            
acquired or sold (note 12) 3,505  5,042  11,758  (22,146)
Net cash flows from operating activities 20,161  4,289  57,575  (26,383)
             
Investing activities            
Purchases of property, plant and equipment (11,842) (7,592) (27,901) (24,907)
Net proceeds from sale of business (note 3)   (3)   64,672 
Acquisition of business, net of cash acquired       (3,341)
Other 67    108   
Net cash flows from investing activities (11,775) (7,595) (27,793) 36,424 
             
Financing activities            
Increase (decrease) under line of credit facilities (note 7) (7,549) 4,603  (48,560) (6,691)
Borrowings under long-term debt (note 7)   565  155  2,441 
Repayment of long-term debt (note 7) (809) (556) (2,150) (1,913)
Payment of debt issuance costs (3)   (2,491) (395)
Proceeds on issuance of preferred stock, net of issuance costs (note 8)     26,804   
Payment of cash dividends on preferred stock (note 8)   (1,700) (1,700) (5,100)
Proceeds from the exercise of stock options and employee share purchases 864  166  1,435  813 
Payment of withholding taxes on stock-based awards (1,225) (2) (2,376) (384)
Payment of contingent consideration (note 10) (300)   (1,400)  
Dividend paid by subsidiary to non-controlling interest (66) (31) (66) (31)
Other   (5) (4) 211 
Net cash flows from financing activities (9,088) 3,040  (30,353) (11,049)
             
Foreign exchange gain (loss) on cash held in a foreign currency 15  (55) 11  (63)
             
Decrease in cash and cash equivalents in the period (687) (321) (560) (1,071)
             
             
Cash and cash equivalents - beginning of the period 1,625  2,530  1,498  3,280 
             
Cash and cash equivalents - end of the period 938  2,209  938  2,209 
             
Non-cash investing and financing activities (note 12)            
      
(See accompanying notes to consolidated financial statements)
 
SUNOPTA INC.12September 26, 2020 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended September 26, 2020 and September 28, 2019

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

 

1. Significant Accounting Policies

Basis of Presentation

These interim consolidated financial statements of SunOpta Inc. (the "Company" or "SunOpta") have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended, and in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information. Accordingly, these condensed interim consolidated financial statements do not include all of the disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included and all such adjustments are of a normal, recurring nature. Operating results for the quarter and three quarters ended September 26, 2020 are not necessarily indicative of the results that may be expected for the full fiscal year ending January 2, 2021 or for any other period. The interim consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries, and have been prepared on a basis consistent with the annual consolidated financial statements for the year ended December 28, 2019. For further information, refer to the consolidated financial statements, and notes thereto, included in the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2019.

As described in note 14, in the fourth quarter of 2019, the Company changed its segment reporting to reflect changes to its operating structure. All segment information presented in these consolidated financial statements for the quarter and three quarters ended September 28, 2019 has been restated to reflect the new segment reporting structure.


Fiscal Year

The fiscal year of the Company consists of a 52- or 53-week period ending on the Saturday closest to December 31. Fiscal year 2020 is a 53-week period ending on January 2, 2021, with quarterly periods ending on March 28, June 27 and September 26, 2020. Fiscal year 2019 was a 52-week period ending on December 28, 2019, with quarterly periods ending on March 30, June 29 and September 28, 2019.

Recent Accounting Pronouncements

Effective the first quarter of 2020, the Company adopted Accounting Standards Update ("ASU") 2016-13, "Measurement of Credit Losses on Financial Instruments," which requires the immediate recognition of expected versus incurred credit losses for most financial assets.  The Company adopted ASU 2016-13 under the modified retrospective approach and applied the new guidance to its short-term accounts receivable. The adoption of this new guidance did not result in the recognition of additional allowances for credit losses. The Company closely monitors receivable balances and estimates the allowance for credit losses based on historical collection experience, and account aging analysis and trends. The Company evaluates the adequacy of the allowance each reporting period, considering individual customer account reviews, write-offs recorded in the period, sales forecasts and trends, and current and expected economic conditions.

2.  Revenue

The Company procures, processes and sells organic and non-GMO ingredients, and processes and packages plant-based and fruit-based foods and beverages.  The Company's customers include retailers, foodservice operators, branded food companies and food manufacturers. 

SUNOPTA INC.13September 26, 2020 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended September 26, 2020 and September 28, 2019

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

The following table presents a disaggregation of the Company's revenues based on categories used by the Company to evaluate sales performance: 

  Quarter ended  Three quarters ended 
  September 26, 2020  September 28, 2019  September 26, 2020  September 28, 2019 
  $  $  $  $ 
Global Ingredients            
Organic and non-GMO ingredients 101,889  95,320  311,805  303,142 
Premium juice 21,433  18,036  66,412  55,602 
Soy and corn (see note 3)       10,346 
Total Global Ingredients 123,322  113,356  378,217  369,090 
             
Plant-Based Foods and Beverages            
Beverages and broths 80,974  72,873  236,195  198,691 
Plant-based ingredients 6,828  6,403  19,024  16,920 
Sunflower and roasted snacks 11,236  12,535  41,766  39,416 
Total Plant-Based Foods and Beverages 99,038  91,811  296,985  255,027 
             
Fruit-Based Foods and Beverages            
Frozen fruit 68,692  67,384  218,978  198,528 
Fruit-based ingredients 11,015  12,189  30,853  36,445 
Fruit snacks 12,914  11,201  36,841  35,130 
Total Fruit-Based Foods and Beverages 92,621  90,774  286,672  270,103 
             
Total revenues 314,981  295,941  961,874  894,220 

3. Sale of Soy and Corn Business

On February 22, 2019, the Company's subsidiary, SunOpta Grains and Foods Inc., completed the sale of its specialty and organic soy and corn business to Pipeline Foods, LLC for $66.5 million, subject to certain post-closing adjustments. The soy and corn business engaged in seed and grain conditioning and corn milling and formed part of the Company's Global Ingredients segment. The business included five facilities located in Hope, Minnesota, Blooming Prairie, Minnesota, Ellendale, Minnesota, Moorhead, Minnesota, and Cresco, Iowa. For the three quarters ended September 28, 2019, the Company recognized a net gain on sale of the soy and corn business of $44.3 million, which was recognized in other income. For the period ended February 22, 2019, the soy and corn business generated revenues of $10.3 million and reported a loss before income taxes of $0.2 million (excluding management fees charged by Corporate Services).

4.  Value Creation Plan

The Value Creation Plan is a broad-based initiative focused on increasing shareholder value through structural investments in people and assets, together with restructuring activities to streamline operations.  In the first three quarters of 2020, measures taken under the Value Creation Plan included the consolidation of the Company's corporate office functions, the closure of an organic ingredient warehousing facility located in China, and other business development activities.  In the first three quarters of 2019, actions taken under the Value Creation Plan related to the sale of the soy and corn business, a workforce reduction affecting approximately 30 employees, and transitions of the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO").  The following table summarizes costs incurred by type under the Value Creation Plan for the three quarters ended September 26, 2020 and September 28, 2019:

SUNOPTA INC.14September 26, 2020 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended September 26, 2020 and September 28, 2019

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

 

     Employee       
  Asset  recruitment,       
  impairments  retention and       
  and facility  termination  Professional    
  closure costs  costs  fees  Total 
  $  $  $  $ 
September 26, 2020            
Balance payable, December 28, 2019(1) 201  4,026    4,227 
Costs incurred and charged to expense 365  1,524  1,574  3,463 
Cash payments, net (438) (5,690) (1,574) (7,702)
Non-cash adjustments (78) 894    816 
Balance payable, September 26, 2020(1) 50  754    804 
             
September 28, 2019            
Balance payable, December 29, 2018 477  436    913 
Costs incurred and charged to expense 308  7,098  964  8,370 
Cash payments, net (533) (6,220) (901) (7,654)
Non-cash adjustments   2,872    2,872 
Balance payable, September 28, 2019 252  4,186  63  4,501 

(1) Balance payable was included in accounts payable and accrued liabilities on the consolidated balance sheet.

The following table summarizes costs incurred since the inception of the Value Creation Plan in 2016 to September 26, 2020:

     Employee       
  Asset  recruitment,  Professional    
  impairments  retention and  fees and    
  and facility  termination  temporary    
  closure costs  costs  labor costs  Total 
  $  $  $  $ 
Costs incurred and charged to expense 35,325  24,493  23,906  83,724 
Cash payments, net (10,700) (29,187) (23,906) (63,793)
Non-cash adjustments (24,575) 5,448    (19,127)
Balance payable, September 26, 2020 50  754    804 

For the quarters and three quarters ended September 26, 2020 and September 28, 2019, costs incurred and charged to expense were recorded in the consolidated statement of operations as follows:

  Quarter ended  Three quarters ended 
  September 26, 2020  September 28, 2019  September 26, 2020  September 28, 2019 
  $  $  $  $ 
Selling, general and administrative expenses(1) 935  1,615  2,434  2,772 
Other expense(2) 54  3,222  1,029  5,598 
  989  4,837  3,463  8,370 

(1)  Professional fees and employee retention, recruitment and relocation costs recorded in selling general and administrative expenses were allocated to Corporate Services.

(2) For the quarter ended September 26, 2020, costs recorded in other expense were allocated as follows:  Global Ingredients - $nil (September 28, 2019 - $nil); Plant-Based Foods and Beverages - $nil (September 28, 2019 - $nil); Fruit-Based Foods and Beverages - $(0.0) million (September 28, 2019 - $0.2 million); and Corporate Services - $0.1 million (September 28, 2019 - $3.0 million). For the three quarters ended September 26, 2020, costs recorded in other expense were allocated as follows:  Global Ingredients - $0.8 million (September 28, 2019 - $0.0 million); Plant-Based Foods and Beverages - $0.0 million (September 28, 2019 - $0.5 million); Fruit-Based Foods and Beverages - $0.8 million (September 28, 2019 - $1.0 million); and Corporate Services - $(0.5) million (September 28, 2019 - $4.1 million).

SUNOPTA INC.15September 26, 2020 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended September 26, 2020 and September 28, 2019

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

5.  Derivative Financial Instruments and Fair Value Measurements

The following table presents for each of the fair value hierarchies, the assets and liabilities that are measured at fair value on a recurring basis as of September 26, 2020 and December 28, 2019:

  September 26, 2020 
  Fair value          
  asset (liability)  Level 1  Level 2  Level 3 
  $  $  $  $ 
Commodity futures contracts(1)            
Unrealized short-term derivative liability (495) (495)    
Forward foreign currency contracts(2)            
Not designated as hedging instruments (670)   (670)  
             
  December 28, 2019 
  Fair value          
  asset (liability)  Level 1  Level 2  Level 3 
  $  $  $  $ 
Commodity futures contracts(1)            
Unrealized short-term derivative asset 284  284     
Forward foreign currency contracts(2)            
Not designated as hedging instruments (73)   (73)  

 

(1) Commodity futures contracts

As part of its risk management strategy, the Company enters into exchange-traded commodity futures to limit the risk related to fluctuations in the price for certain commodities. These contracts are not designated as hedges for accounting purposes. Exchange-traded futures are fair valued based on unadjusted quotes for identical assets priced in active markets and are classified as level 1. Gains and losses on changes in the fair value of these contracts are included in cost of goods sold on the consolidated statement of operations. For the quarter ended September 26, 2020, the Company recognized an unrealized loss of $0.6 million (September 28, 2019 - unrealized loss of $0.9 million), and for the three quarters ended September 26, 2020, the Company recognized an unrealized loss of $0.8 million (September 28, 2019 - unrealized loss of $0.6 million), related to changes in the fair value of these contracts. On the consolidated balance sheets, unrealized gains and losses on these contracts are included in other current assets and other current liabilities, respectively.

As at September 26, 2020, the Company had net open futures contracts to sell 5,810 metric tons ("MT") of cocoa (December 28, 2019 - to sell 3,210 MT of cocoa), and no open contracts to buy or sell coffee (December 28, 2019 - to sell 306 MT of coffee).

(2) Foreign forward currency contracts

As part of its risk management strategy, the Company enters into forward foreign exchange contracts to reduce its exposure to fluctuations in foreign currency exchange rates. For any open forward foreign exchange contracts at period end, the contract rate is compared to the forward rate, and a gain or loss is recorded. These contracts are included in level 2 of the fair value hierarchy, as the inputs used in making the fair value determination are derived from and are corroborated by observable market data. These contracts typically represent economic hedges that are not designated as hedging instruments; however, certain of these contracts may be designated as cash flow hedges for accounting purposes.

SUNOPTA INC.16September 26, 2020 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended September 26, 2020 and September 28, 2019

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

 

As at September 26, 2020, the Company had open forward foreign exchange contracts to sell euros to buy U.S. dollars with a notional value of €22.3 million ($25.4 million), to sell British pounds to buy euros with a notional value of £0.2 million (€0.2 million), and to sell Swiss francs to buy U.S. dollars with a notional value of CHF 3.0 million ($3.1 million).  As these contracts were not designated as hedging instruments, gains and losses on changes in the fair value of the derivative instruments are included in foreign exchange loss or gain on the consolidated statement of operations.  For the quarter ended September 26, 2020, the Company recognized an unrealized loss of $0.6 million (September 28, 2019 - unrealized gain of $0.1 million), and for the three quarters ended September 26, 2020, the Company recognized an unrealized loss of $0.6 million (September 28, 2019 - unrealized loss of $0.3 million), related to changes in the fair value of these open contracts.  Unrealized gains and losses on these contracts are included in accounts receivable and accounts payable, respectively, on the consolidated balance sheets.

In April 2020, the Company entered into a combination of foreign currency put and call option contracts (a zero-cost collar) to hedge its exposure to fluctuations in the Mexican peso related to purchases of fruit inventory from Mexico.  The aggregate notional amount of these contracts was $21.5 million at inception, which reduces to zero through December 2020, with contracts in the notional amount of $5.8 million remaining open as at September 26, 2020.  This collar has a ceiling rate of 25.23 Mexican pesos to the U.S. dollar and a floor rate of 23.50 Mexican pesos to the U.S. dollar.  In September 2020, the Company entered into additional put and call option contracts with an aggregate notional amount of $11.8 million at inception, which reduces to zero between January 2021 and July 2021.  This collar has a ceiling rate of 24.00 Mexican pesos to the U.S. dollar and a floor rate of 21.14 Mexican pesos to the U.S. dollar.  If the spot rate is between the ceiling and floor rates on the date of maturity of each of the contracts, then the Company does not recognize any gain or loss under these contracts.  If the spot rate goes below the floor rate of the collar, the Company will recognize a foreign exchange gain, and if the spot rate goes above the ceiling rate of the collar, the Company will recognize a foreign exchange loss.  For the quarter and three quarters ended September 26, 2020, the Company did not recognize any amount of unrealized gain or loss on the open contracts.

6.  Inventories 

  September 26,
2020
  December 28,
2019
 
  $  $ 
Raw materials and work-in-process 238,198  259,658 
Finished goods 82,940  75,112 
Inventory reserves (10,794) (11,224)
  310,344  323,546 

 

SUNOPTA INC.17September 26, 2020 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended September 26, 2020 and September 28, 2019

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

7.  Bank Indebtedness and Long-Term Debt

  

September 26,

  

December 28,

 
  

2020

  

2019

 
  

$

  

$

 
Bank Indebtedness      
Global Credit Facility(1) 199,654  241,666 
Bulgarian credit facility(2) 254  3,870 
  199,908  245,536 
       
Long-Term Debt      
Senior Secured Second Lien Notes, net of unamortized debt issuance costs of $3,964 (December 28, 2019 - $5,094)(3) 219,534  218,404 
Finance lease liabilities(4) 14,518  16,223 
Asset-backed term loan 4,173  4,386 
Other 5,649  6,178 
  243,874  245,191 
Less: current portion 3,292  2,987 
  240,582  242,204 

 

(1) Global Credit Facility

On February 11, 2016, the Company entered into a five-year credit agreement for a senior secured asset-based revolving credit facility with a syndicate of banks in the maximum aggregate principal amount of $350.0 million, subject to borrowing base capacity (the "Global Credit Facility"). The Global Credit Facility is used to support the working capital and general corporate needs of the Company's global operations, in addition to funding future strategic initiatives.  The Global Credit Facility also includes borrowing capacity available for letters of credit and provides for borrowings on same-day notice, including in the form of swingline loans. On January 28, 2020, the credit agreement was amended to, among other things, extend the maturity date of the Global Credit Facility to March 31, 2022.

Individual borrowings under the Global Credit Facility have terms of six months or less and bear interest based on various reference rates plus an applicable margin. The margin ranges from 0.25% to 0.75% with respect to base rate and prime rate borrowings and from 1.25% to 1.75% for eurocurrency rate and bankers' acceptance rate borrowings. In connection with the amendment of the credit agreement on January 28, 2020, the applicable margin rate on any loans under the Global Credit Facility (including the U.S. Subfacility, as described below) is increased by an additional 0.50% while the Company's total leverage ratio exceeds a specific threshold.

In September 2017 and October 2018, the Global Credit Facility was amended to add an additional U.S. asset-based credit subfacility (the "U.S. Subfacility") in the aggregate principal amount of $20.0 million, which was fully repaid through quarterly amortization payments of $3.33 million commencing on March 31, 2019 and ending on June 30, 2020. Amounts repaid under the U.S. Subfacility may not be borrowed again. Interest on the U.S. Subfacility was based on various reference rates plus an applicable margin ranging from 2.00% to 2.50% with respect to base rate and prime rate borrowings and from 3.00% to 3.50% for eurocurrency rate and bankers' acceptance rate borrowings.

As at September 26, 2020, the weighted-average interest rate on all borrowings under the Global Credit Facility was 2.84%.

Obligations under the Global Credit Facility are guaranteed by substantially all of the Company's subsidiaries and, subject to certain exceptions, such obligations are secured by first priority liens on substantially all of the assets of the Company.

The Global Credit Facility contains a number of covenants that, among other things, restrict, subject to certain exceptions, the Company's ability to create liens on assets; sell assets and enter into sale and leaseback transactions; pay dividends, prepay junior lien and unsecured indebtedness and make other restricted payments; incur additional indebtedness and make guarantees; make investments, loans or advances, including acquisitions; and engage in mergers or consolidations. The foregoing covenants are subject to certain threshold amounts and exceptions as set forth in the credit agreement.

SUNOPTA INC.18September 26, 2020 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended September 26, 2020 and September 28, 2019

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

 

(2)  Bulgarian credit facility

Borrowings under this €6.0 million revolving credit facility are used to cover the working capital needs of the Bulgarian operations of The Organic Corporation B.V. ("TOC"), a wholly-owned subsidiary of the Company, and are secured by the accounts receivable and inventories of the Bulgarian operations and fully guaranteed by TOC. Interest accrues under the facility based on EURIBOR plus a margin of 2.75%. The maturity date for this annual facility is April 30, 2021.

(3) Senior Secured Second Lien Notes

On October 20, 2016, the Company's subsidiary, SunOpta Foods Inc. ("SunOpta Foods"), issued $231.0 million of 9.5% Senior Secured Second Lien Notes due 2022 (the "Notes").  As at September 26, 2020, the outstanding principal amount of the Notes was $223.5 million, reflecting the redemption of $7.5 million principal amount by SunOpta Foods in October 2017.  Debt issuance costs are recorded as a reduction against the principal amount of the Notes and are being amortized over the six-year term of the Notes.  Interest on the Notes is payable semi-annually in arrears on April 15 and October 15 at a rate of 9.5% per annum.  The Notes will mature on October 9, 2022.  Giving effect to the amortization of debt issuance costs, the effective interest rate on the Notes is approximately 10.4% per annum.

At any time between October 9, 2020 and October 8, 2021, SunOpta Foods may redeem the Notes, in whole or in part, at a redemption price equal to 102.375%, and at par thereafter, plus accrued and unpaid interest, if any, to but excluding the date of redemption.  Certain additional redemption rights were applicable prior to October 9, 2020.  In the event of a change of control, SunOpta Foods will be required to make an offer to repurchase the Notes at 101.000% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

The Notes are secured by second-priority liens on substantially all of the assets that secure the credit facilities provided under the Global Credit Facility, subject to certain exceptions and permitted liens.  The Notes are senior secured obligations and rank equally in right of payment with SunOpta Foods' existing and future senior debt and senior in right of payment to any future subordinated debt. The Notes are effectively subordinated to debt under the Global Credit Facility and any future indebtedness secured on a first-priority basis.  The Notes are initially guaranteed on a senior secured second-priority basis by the Company and each of its subsidiaries (other than SunOpta Foods) that guarantees indebtedness under the Global Credit Facility, subject to certain exceptions.

The Notes are subject to covenants that, among other things, limit the Company's ability to (i) incur additional debt or issue preferred stock; (ii) pay dividends and make certain types of investments and other restricted payments; (iii) create liens; (iv) enter into transactions with affiliates; (v) sell assets; and (vi) create restrictions on the ability of restricted subsidiaries to pay dividends, make loans or advances or transfer assets to the Company, SunOpta Foods or any guarantor of the Notes.  The foregoing covenants are subject to certain threshold amounts and exceptions as set forth in the indenture governing the Notes.  In addition, the indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the indenture, certain payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency.  If an event of default occurs and is continuing, the trustee or holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued and unpaid interest on, if any, all the Notes to be due and payable.

As at September 26, 2020, the estimated fair value of the outstanding Notes was approximately $228 million, based on quoted prices of the most recent over-the-counter transactions (level 2).

SUNOPTA INC.19September 26, 2020 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended September 26, 2020 and September 28, 2019

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

 

(4)  Finance lease obligations

The Company has commitments under certain master lease agreements that provide for up to approximately $35 million of financing in the aggregate related to the addition of new plant-based beverage and ingredient extraction processing and packaging equipment.  As at September 26, 2020, the related finance leases had not commenced, and no amount of right-of-use assets, or lease liabilities, were recognized on the consolidated balance sheet as of that date.

8.   Preferred Stock

Series A Preferred Stock

On October 7, 2016, the Company and SunOpta Foods entered into a subscription agreement (the "Series A Subscription Agreement") with Oaktree Organics, L.P. and Oaktree Huntington Investment Fund II, L.P. (collectively, "Oaktree").  Pursuant to the Series A Subscription Agreement, SunOpta Foods issued an aggregate of 85,000 shares of Series A Preferred Stock to Oaktree for consideration in the amount of $85.0 million.  In connection with the issuance of the Series A Preferred Stock, the Company incurred direct and incremental expenses of $6.0 million, which reduced the carrying value of the Series A Preferred Stock.  The carrying value of the Series A Preferred Stock is being accreted through charges to accumulated deficit over the period preceding October 7, 2021.  For the quarter and three quarters ended September 26, 2020, these accretion charges amounted to $0.3 million (September 28, 2019 - $0.3 million) and $1.0 million (September 28, 2019 - $0.9 million), respectively.

In connection with the Series A Subscription Agreement, the Company agreed to, among other things (i) ensure SunOpta Foods has sufficient funds to pay its obligations under the terms of the Series A Preferred Stock and (ii) grant each holder of Series A Preferred Stock the right to exchange the Series A Preferred Stock for shares of common stock of the Company (the "Common Shares").  The Series A Preferred Stock is non-participating with the Common Shares in dividends and undistributed earnings of the Company.

The Series A Preferred Stock had an initial stated value and liquidation preference of $1,000 per share, as adjusted for non-cash dividends declared on the Series A Preferred Stock (the "Series A Liquidation Preference").  Cumulative preferred dividends accrue daily on the Series A Preferred Stock at an annualized rate of 8.0% of the Series A Liquidation Preference prior to October 5, 2025, and 12.5% of the liquidation preference thereafter (subject to an increase of 1.0% per quarter, up to a maximum rate of 5.0% per quarter on the occurrence of certain events of non-compliance).  Prior to October 5, 2025, SunOpta Foods may pay dividends in cash or elect, in lieu of paying cash, to add the amount that would have been paid to the Series A Liquidation Preference.  After October 5, 2025, the failure to pay dividends in cash will be an event of non-compliance.  For quarterly periods prior to the first quarter of 2020, dividends declared on the Series A Preferred Stock were paid in cash by SunOpta Foods.  For the first and second quarters of 2020, SunOpta Foods elected to declare dividends on the Series A Preferred Stock to be paid in kind and, as a result, the aggregate Series A Liquidation Preference increased by $3.4 million to $88.4 million.  For the third quarter of 2020, the Company accrued unpaid dividends of $1.8 million on the Series A Preferred Stock, which were recorded in accounts payable and accrued liabilities on the consolidated balance sheet as at September 26, 2020.
 

At any time, the holders of Series A Preferred Stock may exchange their shares of Series A Preferred Stock, in whole or in part, into the number of Common Shares equal to, per share of Series A Preferred Stock, the quotient of the Series A Liquidation Preference divided by the Series A exchange price (such price, the "Series A Exchange Price" and such quotients, the "Series A Exchange Rate").  The Series A Exchange Price is subject to certain anti-dilution adjustments, including a weighted-average adjustment for issuances of Common Shares below the Series A Exchange Price, provided that the Series A Exchange Price may not be lower than $7.00 (subject to adjustment in certain circumstances).  On April 24, 2020, in connection with the issuance of Series B-1 Preferred Stock pursuant to the Series B Subscription Agreement (see below), the Series A Exchange Price was reduced from $7.50 to $7.00.  As at September 26, 2020 and December 28, 2019, the aggregate shares of Series A Preferred Stock outstanding were exchangeable into 12,633,429 and 11,333,333 Common Shares, respectively. 

 

SunOpta Foods may cause the holders of Series A Preferred Stock to exchange all of their shares of Series A Preferred Stock into a number of Common Shares equal to the number of shares of Series A Preferred Stock outstanding multiplied by the Series A Exchange Rate if (i) fewer than 10% of the shares of Series A Preferred Stock issued on October 7, 2016 remain outstanding, or (ii) on or after October 7, 2019, the average volume-weighted average price of the Common Shares during the then preceding 20 trading day period is greater than 200% of the Series A Exchange Price then in effect.  At any time on or after October 7, 2021, SunOpta Foods may redeem all of the Series A Preferred Stock for an amount per share equal to the value of the Series A Liquidation Preference at such time, plus accrued and unpaid dividends.

 

SUNOPTA INC.20September 26, 2020 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended September 26, 2020 and September 28, 2019

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

In connection with the Series A Subscription Agreement, the Company issued 11,333,333 Special Shares, Series 1 to Oaktree, which entitles Oaktree to one vote per Special Share, Series 1 on all matters submitted to a vote of the holders of Common Shares, together as a single class, subject to certain exceptions. Additional Special Shares, Series 1 will be issued, or existing Special Shares, Series 1 will be redeemed, as necessary to ensure that the aggregate number of Special Shares, Series 1 outstanding is equal to the number of shares of Series A Preferred Stock outstanding from time to time multiplied by the Series A Exchange Rate in effect at such time.  As at September 26, 2020 and December 28, 2019, 12,633,429 and 11,333,333 Special Shares, Series 1 were issued and outstanding.

The Special Shares, Series 1 are not transferable, and the voting rights associated with the Special Shares, Series 1 will terminate upon the transfer of the Series A Preferred Stock to a third party, other than a controlled affiliate of Oaktree.  Oaktree is entitled to designate up to two nominees for election to the Board of Directors of the Company (the "Board") and have the right to designate one individual to attend meetings of the Board as a non-voting observer, subject to Oaktree maintaining certain levels of beneficial ownership of Common Shares on an as-exchanged basis. For so long as Oaktree beneficially owns or controls at least 50% of the Series A Preferred Stock issued on October 7, 2016, including any corresponding Common Shares into which such Series A Preferred Stock are exchanged, Oaktree will be entitled to (i) participation rights with respect to future equity offerings of the Company, and (ii) governance rights, including the right to approve certain actions proposed to be taken by the Company and its subsidiaries.

Series B Preferred Stock

On April 15, 2020, the Company and SunOpta Foods entered into a subscription agreement (the "Series B Subscription Agreement") with Oaktree and Engaged Capital, LLC, Engaged Capital Flagship Master Fund, LP and Engaged Capital Co-Invest IV-A, LP (collectively, "Engaged"), which contemplated the issuance by SunOpta Foods of shares of exchangeable, voting Series B-1 Preferred Stock and exchangeable, voting Series B-2 Preferred Stock (together with the Series B-1 Preferred Stock, the "Series B Preferred Stock").  The Series B Preferred Stock ranks on par with the Series A Preferred Stock.

 

On April 24, 2020, pursuant to the Series B Subscription Agreement, SunOpta Foods issued 15,000 shares of Series B-1 Preferred Stock to each of Oaktree and Engaged for aggregate consideration of $30.0 million and 30,000 shares total.  In connection with the issuance of the Series B-1 Preferred Stock, the Company incurred direct and incremental expenses of $3.2 million, which reduced the carrying value of the Series B-1 Preferred Stock.  The carrying value of the Series B-1 Preferred Stock is being accreted through charges to accumulated deficit over the period preceding April 24, 2025. For the quarter and three quarters ended September 26, 2020, this accretion charge amounted to $0.1 million and $0.2 million, respectively.

 

The Series B-1 Preferred Stock has an initial stated value and liquidation preference of $1,000 per share, as adjusted for non-cash dividends declared on the Series B-1 Preferred Stock (the "Series B-1 Liquidation Preference").  Cumulative preferred dividends accrue daily on the Series B-1 Preferred Stock at an annualized rate of 8.0% of the Series B-1 Liquidation Preference prior to September 30, 2029, and 10.0% of the liquidation preference thereafter (subject to an increase of 1.0% per quarter, up to a maximum rate of 5.0% per quarter on the occurrence of certain events of non-compliance).  Prior to September 30, 2029, SunOpta Foods may pay dividends in cash or elect, in lieu of paying cash, to add the amount that would have been paid to the Series B-1 Liquidation Preference. The failure to pay dividends in cash for any quarter ending after September 30, 2029 will be an event of non-compliance. For the second quarter of 2020, SunOpta Foods elected to declare dividends on the Series B-1 Preferred Stock to be paid in kind and, as a result, the aggregate Series B-1 Liquidation Preference increased by $0.4 million to $30.4 million.  For the third quarter of 2020, the Company accrued unpaid dividends of $0.6 million on the Series B-1 Preferred Stock, which were recorded in accounts payable and accrued liabilities on the consolidated balance sheet as at September 26, 2020.

 

At any time, the Series B-1 Preferred Stock may be exchanged, in whole or in part, into the number of Common Shares equal to, per share of Series B-1 Preferred Stock, the quotient of the Series B Liquidation Preference divided by $2.50 (such price, the "Series B-1 Exchange Price" and such quotient, the "Series B-1 Exchange Rate").  As at September 26, 2020, the aggregate shares of Series B-1 Preferred Stock outstanding were exchangeable into 12,178,667 Common Shares.  The Series B-1 Exchange Price is subject to certain anti-dilution adjustments, including a weighted-average adjustment for issuances of Common Shares below the Series B-1 Exchange Price, provided that the Series B-1 Exchange Price may not be lower than $2.00 (subject to adjustment in certain circumstances). 

SUNOPTA INC.21September 26, 2020 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended September 26, 2020 and September 28, 2019

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

SunOpta Foods may cause the holders of the Series B-1 Preferred Stock to exchange all of their shares of Series B-1 Preferred Stock into a number of Common Shares equal to the number of shares of Series B-1 Preferred Stock outstanding multiplied by the Series B-1 Exchange Rate if (i) fewer than 10% of the shares of Series B-1 Preferred Stock issued on April 24, 2020 remain outstanding, or (ii) on or after April 24, 2023, the average volume-weighted average price of the Common Shares during the then preceding 20 trading day period is greater than 200% of the Series B-1 Exchange Price then in effect. 

At any time, if a holder of Series B Preferred Stock elects to exchange, or SunOpta Foods causes an exchange of Series B Preferred Stock, the number of Common Shares delivered to each applicable holder may not cause such holder's beneficial ownership to exceed 19.99% of the Common Shares that would be outstanding immediately following such exchange (the "Series B Exchange Cap").

At any time on or after April 24, 2025, SunOpta Foods may redeem all of the Series B-1 Preferred Stock for an amount per share equal to the value of the Series B-1 Liquidation Preference at such time, plus accrued and unpaid dividends. 

Oaktree and Engaged will be entitled to vote the Series B Preferred Stock with the Common Shares on an as-exchanged basis, subject to a permanent 19.99% voting cap. As a result of the voting cap, each of Oaktree and Engaged will only be able to vote its Series B Preferred Stock to the extent that, when taken together with any other voting securities each investor controls, such votes do not exceed 19.99% of the votes eligible to be cast by all security holders of the Company.  On April 24, 2020, the Company designated Special Shares, Series 2 to serve as the mechanism for attaching exchanged voting to the Series B Preferred Stock.  The Special Shares, Series 2 entitle the holder thereof to one vote per Special Share, Series 2 on all matters submitted to a vote of the holders of Common Shares, voting together as a single class, subject to certain exceptions.  The Special Shares, Series 2 are not transferrable and the voting rights associated with the Special Shares, Series 2 will terminate upon the transfer of the shares of Series B Preferred Stock to a third party, other than an affiliate of Oaktree or Engaged, as applicable. As at September 26, 2020, 6,089,333 Special Shares, Series 2 were issued to Engaged, equal to the number of Common Shares issuable to Engaged on the exchange of all of the shares of Series B-1 Preferred Stock held by it, and no Special Shares, Series 2 were issued to Oaktree, as Oaktree was subject to the Series B Exchange Cap.

Prior to July 15, 2020, the Company had the right to require each of Oaktree and Engaged to purchase its proportionate share of up to 15,000 shares of Series B-2 Preferred Stock for aggregate consideration of up to $30.0 million, and up to 30,000 shares total.  The Company elected not to exercise this option, and no shares of Series B-2 Preferred Stock have been issued.

9. Stock-Based Compensation

Short-Term Incentive Plan

On April 12, 2020, the Company issued 773,875 Common Shares, net of 368,938 Common Shares withheld for taxes, in connection with the vesting of outstanding performance share units ("PSUs") previously granted to certain employees under the Company's 2019 Short-Term Incentive Plan.   

On April 22, 2020, the Company granted a total of 1,827,435 PSUs to certain employees of the Company under its 2020 Short-Term Incentive Plan. The vesting of these PSUs is subject to the Company achieving a predetermined measure of adjusted EBITDA for fiscal 2020 and subject to each employee's continued employment with the Company through April 22, 2021 (the requisite service period).  The aggregate grant-date fair value of these PSUs was estimated to be $4.6 million based on a closing price of $2.52 for the Common Shares on the date of grant.  Each reporting period, the number of PSUs that are expected to vest is redetermined and the aggregate grant-date fair value of the redetermined number of PSUs is amortized on a straight-line basis over the remaining requisite service period less amounts previously recognized.  For the quarter and three quarters ended September 26, 2020, the Company recognized compensation expense of $1.1 million and $1.9 million, respectively, related to the number of these PSUs expected to vest, and the remaining compensation cost related to these PSUs not yet recognized as an expense was determined to be $2.5 million as at September 26, 2020.

SUNOPTA INC.22September 26, 2020 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended September 26, 2020 and September 28, 2019

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

On June 30, 2020, the Company granted an additional total of 876,181 PSUs to certain other employees of the Company under the 2020 Short-Term Incentive Plan.  The vesting date and conditions of these PSUs are the same as the PSUs above granted on April 22, 2020.  The aggregate grant-date fair value of these PSUs was estimated to be $4.1 million based on a closing price of $4.70 for the Common Shares on the date of grant.  The compensation cost related to these PSUs will be recognized over the requisite service period through April 22, 2021, based on the number of PSUs that are expected to vest. For the quarter ended September 26, 2020, the Company recognized compensation expense of $1.2 million related to the number of these PSUs expected to vest, and the remaining compensation cost related to these PSUs not yet recognized as an expense was determined to be $2.9 million as at September 26, 2020.

Long-Term Incentive Plan

On July 10, 2020, the Company granted 486,919 stock options to selected employees.  These stock options vest ratably on each of the first through third anniversaries of the grant date and expire on the tenth anniversary of the grant date. The weighted-average grant-date fair value of the stock options was estimated to be $2.56. The following table summarizes the weighted-average assumptions used in the Black-Scholes option-pricing model to determine the fair value of the stock options granted:

Grant-date stock price$4.73 
Exercise price$4.73 
Dividend yield 0% 
Expected volatility(1) 59.9% 
Risk-free interest rate(2) 0.4% 
Expected life of options (in years)(3) 6.0 

(1) Determined based on the historical volatility of the Common Shares over the expected life of the stock options.

(2)  Determined based on U.S. Treasury yields with a remaining term equal to the expected life of the stock options.

(3)  Determined based on the mid-point of vesting (one through three years) and expiration (ten years).

The aggregate grant-date fair value of stock options awarded to these employees was $1.2 million, which will be recognized on a straight-line basis over the three-year vesting period.

On July 10, 2020, the Company also granted 254,487 PSUs and 130,080 restricted stock units ("RSUs") to these employees.  The vesting of the PSUs is subject to the Company achieving predetermined measures of adjusted earnings before interest, taxes, depreciation and amortization for fiscal years ending 2020 through 2022.  The RSUs vest ratably on each of the first through third anniversaries of the grant date.  Each vested PSU and RSU will entitle the employee to receive one common share of the Company without payment of additional consideration.

The grant-date fair value of each of the PSUs and RSUs was estimated to be $4.91 based on the closing price of the Common Shares on the date of grant.  The aggregate grant-date fair values of the PSUs and RSUs were $1.2 million and $0.6 million, respectively.  The compensation cost related to the PSUs will be recognized on a straight-line basis over the performance period ending December 31, 2022, based on the number of PSUs that are expected to vest.  The compensation cost related to the RSUs will be recognized on a straight-line basis over the three-year vesting period.

SUNOPTA INC.23September 26, 2020 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended September 26, 2020 and September 28, 2019

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

10.  Other Expense (Income), Net

The components of other expense (income) were as follows:

  Quarter ended  Three quarters ended 
  September 26, 2020  September 28, 2019  September 26, 2020  September 28, 2019 
  $  $  $  $ 
Contingent consideration(1)     (2,286)  
Product withdrawal and recall costs(2)     (322) 260 
Settlement loss (gain), net(3) 721  (1,332) 721  (1,839)
Employee termination and recruitment costs(4) 54  3,222  664  5,290 
Facility closure costs(5)     365  308 
Loss (gain) on sale of soy and corn business (see note 3)   1,109    (44,269)
Other 255  324  257  506 
  1,030  3,323  (601) (39,744)

 

(1) Contingent consideration

For the three quarters ended September 26, 2020, income represents a gain on the settlement of the final contingent consideration obligation payable under an earn-out arrangement with the former unitholders of Citrusource, LLC, which was acquired by the Company in March 2015.  On May 5, 2020, the parties agreed to settle the obligation for $2.0 million, of which $1.0 million was paid at the time of settlement and the remainder is being paid over the subsequent 10 months. As at September 26, 2020, the remaining $0.6 million obligation (December 28, 2019 - $4.3 million) was recorded in the current portion of long-term liabilities on the consolidated balance sheets.

(2) Product withdrawal and recall costs

 For the three quarters ended September 26, 2020, income represents the reversal of previously accrued costs related to a withdrawal of certain consumer-packaged products.  These costs were recognized in other expense in 2016.

For the three quarters ended September 28, 2019, expense represents product withdrawal and recall costs that were not eligible for reimbursement under the Company's insurance policies or exceeded the limits of those policies, including certain costs related to the recall of certain sunflower products in 2016.

(3) Settlement loss (gain)

For the quarter and three quarters ended September 26, 2020, the Company recognized a $2.4 million loss on the settlement of a customer claim related to the 2016 sunflower product recall (see note 13), which included a cash settlement payment of $4.4 million, partially offset by the receipt of related insurance proceeds.  In addition, the Company recognized a $1.7 million gain on the settlement of an unrelated legal matter.

For the quarter and three quarters ended September 28, 2019, the Company recognized gains resulting from settlements related to a legal matter and a project cancellation.

(4) Employee termination and recruitment costs

For the quarter and three quarters ended September 26, 2020, expense represents severance benefits of $0.1 million and $1.6 million, respectively, for employees terminated in connection with the consolidation of the Company's corporate office functions and other headcount reductions under the Value Creation Plan.  For the three quarters ended, severance benefits were offset by the reversal of $0.9 million of previously recognized stock-based compensation expense related to forfeited awards previously granted to terminated employees.

SUNOPTA INC.24September 26, 2020 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended September 26, 2020 and September 28, 2019

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

 

For the quarter and three quarters ended September 28, 2019, expense represents severance benefits of $3.4 million and $6.9 million, respectively, for employees terminated in connection with the Value Creation Plan, including the Company's former CEO and CFO, partially offset by the reversal of $0.8 million and $2.9 million, respectively, of previously recognized stock-based compensation expense related to forfeited awards previously granted to those employees.  In addition, expenses include recruitment and relocation costs related to the Company's CEO and CFO transitions.

(5) Facility closure costs

For the three quarters ended September 26, 2020, expense relates to the costs to close an organic ingredient warehousing facility located in China.

For the three quarters ended September 28, 2019, expense includes the costs to dismantle and move equipment from a former soy extraction facility located in Heuvelton, New York, which was sold in April 2019.

SUNOPTA INC.25September 26, 2020 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended September 26, 2020 and September 28, 2019

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

11.  Loss Per Share

Basic and diluted loss per share were calculated as follows (shares in thousands):

 

  Quarter ended  Three quarters ended 
  September 26, 2020  September 28, 2019  September 26, 2020  September 28, 2019 
Basic Loss Per Share            
Numerator for basic earnings (loss) per share            
Earnings (loss) attributable to SunOpta Inc. $89  $(11,749)  $4,457  $4,845 
Less: dividends and accretion on Series A Preferred Stock (2,110)  (2,009)  (6,201)  (6,005) 
Less: dividends and accretion on Series B Preferred Stock (734)    (1,272)   
Loss attributable to common shareholders $(2,755)  $(13,758)  $(3,016)  $(1,160) 
             
Denominator for basic earnings (loss) per share            
Basic weighted-average number of shares outstanding 89,635  87,928  88,962  87,695 
             
Basic loss per share $(0.03)  $(0.16)  $(0.03)  $(0.01) 
             
Diluted Loss Per Share            
Numerator for diluted earnings (loss) per share            
Earnings (loss) attributable to SunOpta Inc.$89 $(11,749)$4,457 $4,845 
Less: dividends and accretion on Series A Preferred Stock (2,110) (2,009) (6,201) (6,005)
Less: dividends and accretion on Series B Preferred Stock (734)   (1,272)  
Loss attributable to common shareholders$(2,755)$(13,758)$(3,016)$(1,160)
             
Denominator for diluted loss per share            
Basic weighted-average number of shares outstanding 89,635  87,928  88,962  87,695 
Dilutive effect of the following:            
Stock options and restricted stock units(1)        
Series B Preferred Stock(2)        
Series A Preferred Stock(3)        
Diluted weighted-average number of shares outstanding 89,635  87,928  88,962  87,695 
             
Diluted loss per share$(0.03)$(0.16)$(0.03)$(0.01)

 

(1) For the quarter and three quarters ended September 26, 2020, stock options and restricted stock units to purchase or receive 1,360,975 (September 28, 2019 - 59,981) and 975,742 (September 28, 2019 - 105,486) Common Shares, respectively, were excluded from the calculation of diluted loss per share due to their anti-dilutive effect of reducing the loss per share.  In addition, for the quarter and three quarters ended September 26, 2020, stock options to purchase 1,767,856 (September 28, 2019 - 4,248,761) and 3,286,487 (September 28, 2019 - 3,318,583) Common Shares, respectively, were anti-dilutive because the exercise prices of these options were greater than the average market price.

(2) For the quarter and three quarters ended September 26, 2020, it was more dilutive to assume the Series B Preferred Stock was not converted into Common Shares and, therefore, the numerator of the diluted earnings per share calculation was not adjusted to add back the dividends and accretion on the Series B Preferred Stock and the denominator was not adjusted to include 12,178,667 Common Shares issuable on an if-converted basis as at September 26, 2020.

 

SUNOPTA INC.26September 26, 2020 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended September 26, 2020 and September 28, 2019

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

 

(3) For the quarters and three quarters ended September 26, 2020 and September 28, 2019, it was more dilutive to assume the Series A Preferred Stock was not converted into Common Shares and, therefore, the numerator of the diluted earnings per share calculation was not adjusted to add back the dividends and accretion on the Series A Preferred Stock and the denominator was not adjusted to include 12,633,429 and 11,333,333 Common Shares issuable on an if-converted basis as at September 26, 2020 and September 28, 2019, respectively.

12.  Supplemental Cash Flow Information

  Quarter ended  Three quarters ended 
  September 26, 2020  September 28, 2019  September 26, 2020  September 28, 2019 
  $  $  $  $ 
             
Changes in Non-Cash Working Capital, Net of
Businesses Acquired or Sold
            
Accounts receivable (13,822) (7,822) (16,799) (2,086)
Inventories 10,187  28,722  15,433  (1,499)
Income tax recoverable/payable (3,606) (963) (1,448) (1,811)
Prepaid expenses and other current assets (2,451) (1,856) 4,726  (9,827)
Accounts payable and accrued liabilities 13,265  (12,556) 9,785  (5,715)
Customer and other deposits (68) (483) 61  (1,208)
  3,505  5,042  11,758  (22,146)
             
Non-Cash Investing and Financing Activities            
Operating lease right-of-use assets obtained in exchange for            
operating lease liabilities 1,782    1,975   
Accrued dividends on preferred stock 2,378  1,700  2,378  1,700 
Dividend paid in kind on preferred stock 2,181    3,881   

13. Commitments and Contingencies

Product Recall

On November 20, 2017, Treehouse Foods, Inc., several of its related entities, and its insurer filed a lawsuit against the Company in the Circuit Court of Cook County, Illinois, titled TreeHouse Foods, Inc. et al. ("TreeHouse") v. SunOpta Grains and Food, Inc.  The Company was served with the Summons and Complaint on January 24, 2018.  After the Company removed the case to the United States District Court for the Northern District of Illinois, the plaintiffs filed an Amended Complaint on April 23, 2018, and a second Amended Complaint on October 12, 2018.  The plaintiffs alleged economic damages resulting from the Company's 2016 voluntary recall of certain roasted sunflower kernel products due to the potential for listeria monocytogenes contamination.  The plaintiffs brought claims for breach of contract, express and implied warranties and product guarantees, negligence, strict liability, negligent misrepresentation, and indemnity seeking $16.2 million in damages.  There were no allegations of personal injury.  On March 29, 2019, the court dismissed the plaintiffs' claims for negligence, strict liability, negligent misrepresentation, and common law indemnity.  On May 31, 2020, the court granted summary judgment to the Company on TreeHouse's claims for breach of contract and breach of product guarantees, but denied summary judgment on TreeHouse's claims for breach of express and implied warranties.  On the remaining claims, the court limited TreeHouse's damages to the purchase price of the product the Company sold to TreeHouse.  On September 14, 2020, the Company entered into a Confidential Settlement Agreement and Mutual Release (the "Settlement Agreement") with TreeHouse.  The Settlement Agreement resolved the disputed issues among the parties in connection with the litigation filed by TreeHouse against the Company, as described above.  Pursuant to the terms of the Settlement Agreement, the Company paid TreeHouse $4.4 million.  On September 18, 2020, the parties filed a Stipulation of Dismissal with prejudice and the court entered a corresponding order dismissing the litigation with prejudice.

 

SUNOPTA INC.27September 26, 2020 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended September 26, 2020 and September 28, 2019

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

Other Claims

In addition, various claims and potential claims arising in the normal course of business are pending against the Company. It is the opinion of management that these claims or potential claims are without merit and the amount of potential liability, if any, to the Company is not determinable. Management believes the final determination of these claims or potential claims will not materially affect the financial position or results of the Company.

14.  Segmented Information

Effective the fourth quarter of 2019, the Company implemented changes to its organization and leadership structure to align with the operational and strategic objectives established by the Company's CEO.  As a result, the Company established two new segments - a Plant-Based Foods and Beverages segment and a Fruit-Based Foods and Beverages segment - based on the synergistic nature of the underlying principal product ingredients.  In addition, the Company realigned the Global Ingredients segment to combine its international organic ingredients operations and its co-manufactured premium juice program, based on shared raw material sourcing.  Each segment has dedicated management, sales, marketing, plant operations, product development and business support teams, with full accountability to the CEO. 

With these changes, the composition of the Company's three operating segments is as follows:

  • Global Ingredients includes the sourcing and sale of organic and non-GMO ingredients, including fruits, vegetables, oils, fats, coffee, nuts, dried fruits, sugars, liquid sweeteners, seeds, grains, rice and pulses, and the processing of value-added ingredients including cocoa liquor, butter and powder, sunflower kernel, oil and cakes, sesame seeds, and avocado oil.  In addition, it includes third-party co-manufacturing arrangements to produce consumer-packaged premium juice products (including private label orange juices, lemonades, and functional waters), utilizing internally-sourced raw materials.  It also included the operations of the soy and corn business that was sold in 2019.
  • Plant-Based Foods and Beverages includes plant-based beverages and liquid and dry ingredients (utilizing almond, soy, coconut, oat, hemp, and other bases), as well as broths, teas and nutritional beverages.  In addition, it includes packaged dry- and oil-roasted inshell sunflower and sunflower kernels, as well as corn-, soy- and legume-based roasted snacks, and the processing and sale of raw sunflower inshell and kernel for food and feed applications.
  • Fruit-Based Foods and Beverages includes individually quick frozen ("IQF") fruit for retail (including strawberries, blueberries, mango, pineapple, blends, and other berries), IQF and bulk frozen fruit for foodservice (including purées, fruit cups and smoothies), and custom fruit preparations for industrial use.  In addition, it includes fruit snacks, including bars, twists, ropes and bite-sized varieties. 

Corporate Services provides a variety of management, financial, information technology, treasury and administration services to each of the Company's operating segments.

When reviewing the operating results of the Company's operating segments, management uses segment revenues from external customers and segment operating income/loss to assess performance and allocate resources.  Segment operating income/loss excludes other income/expense items.  In addition, interest expense and income taxes are not allocated to the operating segments.

SUNOPTA INC.28

September 26, 2020 10-Q


SunOpta Inc.
Notes to Consolidated Financial Statements
For the quarters and three quarters ended September 26, 2020 and September 28, 2019
(Unaudited)
(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

Segment Revenues and Operating Income

Reportable segment operating results for the quarters and three quarters ended September 26, 2020 and September 28, 2019 were as follows:

  Quarter ended 
  September 26, 2020 
     Plant-Based  Fruit-Based    
  Global  Foods and  Foods and    
  Ingredients  Beverages  Beverages  Consolidated 
  $  $  $  $ 
Segment revenues from external customers 123,322  99,038  92,621  314,981 
Segment operating income (loss) 5,851  13,119  (1,788) 17,182 
Corporate Services          (7,803)
Other expense, net (see note 10)          (1,030)
Interest expense, net          (8,017)
Earnings before income taxes          332 

 

            
  Quarter ended 
  September 28, 2019 
     Plant-Based  Fruit-Based    
  Global  Foods and  Foods and    
  Ingredients  Beverages  Beverages  Consolidated 
  $  $  $  $ 
Segment revenues from external customers 113,356  91,811  90,774  295,941 
Segment operating income (loss) 3,400  8,707  (10,639) 1,468 
Corporate Services          (4,995)
Other expense, net (see note 10)          (3,323)
Interest expense, net          (8,864)
Loss before income taxes          (15,714)

 

  Three quarters ended 
  September 26, 2020 
     Plant-Based  Fruit-Based    
  Global  Foods and  Foods and    
  Ingredients  Beverages  Beverages  Consolidated 
  $  $  $  $ 
Segment revenues from external customers 378,217  296,985  286,672  961,874 
Segment operating income (loss) 22,003  37,456  (8,506) 50,953 
Corporate Services          (21,283)
Other income, net (see note 10)          601 
Interest expense, net          (24,233)
Earnings before income taxes          6,038 

 

SUNOPTA INC.29September 26, 2020 10-Q

SunOpta Inc.

Notes to Consolidated Financial Statements

For the quarters and three quarters ended September 26, 2020 and September 28, 2019

(Unaudited)

(All tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

  Three quarters ended 
  September 28, 2019 
     Plant-Based  Fruit-Based    
  Global  Foods and  Foods and    
  Ingredients  Beverages  Beverages  Consolidated 
  $  $  $  $ 
Segment revenues from external customers 369,090  255,027  270,103  894,220 
Segment operating income (loss) 13,610  15,731  (22,204) 7,137 
Corporate Services          (12,881)
Other income, net (see note 10)          39,744 
Interest expense, net          (25,857)
Earnings before income taxes          8,143 

 

Segment Depreciation and Amortization

Depreciation and amortization by reportable segment for the quarters and three quarters ended September 26, 2020 and September 28, 2019 was as follows:

 

  Quarter ended  Three quarters ended 
  

September 26, 2020

  

September 28, 2019

  

September 26, 2020

  

September 28, 2019

 
  $  $  $  $ 
Global Ingredients 1,156  1,339  3,449  4,145 
Plant-Based Foods and Beverages 2,371  1,928  7,119  4,931 
Fruit-Based Foods and Beverages 4,047  4,080  12,293  12,474 
Total segment depreciation and amortization 7,574  7,347  22,861  21,550 
Corporate Services 1,095  1,170  3,481  3,455 
Total depreciation and amortization 8,669  8,517  26,342  25,005 

 

SUNOPTA INC.30

September 26, 2020 10-Q


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Financial Information

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the interim consolidated financial statements, and notes thereto, for the quarter ended September 26, 2020 contained under Item 1 of this Quarterly Report on Form 10-Q and in conjunction with the annual consolidated financial statements, and notes thereto, contained in the Annual Report on Form 10-K for the fiscal year ended December 28, 2019 ("Form 10-K"). Unless otherwise indicated herein, the discussion and analysis contained in this MD&A includes information available to October 30, 2020.

Certain statements contained in this MD&A may constitute forward-looking statements as defined under securities laws. Forward-looking statements may relate to our future outlook and anticipated events or results and may include statements regarding our future financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes, plans and objectives. In some cases, forward-looking statements can be identified by terms such as "anticipate," "estimate," "target," "intend," "project," "potential," "predict," "continue," "believe," "expect," "can," "could," "would," "should," "may," "might," "plan," "will," "budget," "forecast," or other similar expressions concerning matters that are not historical facts, or the negative of such terms are intended to identify forward-looking statements; however, the absence of these words does not necessarily mean that a statement is not forward-looking. To the extent any forward-looking statements contain future-oriented financial information or financial outlooks, such information is being provided to enable a reader to assess our financial condition, material changes in our financial condition, our results of operations, and our liquidity and capital resources. Readers are cautioned that this information may not be appropriate for any other purpose, including investment decisions.

Forward-looking statements contained in this MD&A are based on certain factors and assumptions regarding expected growth, results of operations, performance, and business prospects and opportunities. While we consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. These factors are more fully described in the "Risk Factors" section at Item 1A of the Form 10-K and Item 1A of Part II of this report.

Forward-looking statements contained in this commentary are based on our current estimates, expectations and projections, which we believe are reasonable as of the date of this report. Forward-looking statements are not guarantees of future performance or events. You should not place undue importance on forward-looking statements and should not rely upon this information as of any other date. Other than as required under securities laws, we do not undertake to update any forward-looking information at any particular time. Neither we nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements, and we hereby qualify all our forward-looking statements by these cautionary statements.

Unless otherwise noted herein, all currency amounts in this MD&A are expressed in U.S. dollars. All tabular dollar amounts are expressed in thousands of U.S. dollars, except per share amounts.

Overview

We are a leading global company focused on the manufacture of plant-based and fruit-based foods and beverage products for sale to retail, foodservice and branded food customers. In addition, our global ingredient sourcing and production platform makes us one of the leading suppliers of organic and non-GMO ingredients to the food industry.

Effective the fourth quarter of 2019, we changed our segment reporting to reflect changes to our operating structure. As a result, we established two new segments - a Plant-Based Foods and Beverages segment and a Fruit-Based Foods and Beverages segment - based on the synergistic nature of the underlying principal product ingredients. In addition, we realigned the Global Ingredients segment to combine our international organic ingredients operations and our co-manufactured premium juice program, based on shared raw material sourcing. With these changes, the following is a summary of the principal activities and products that comprise each of our three operating segments:

  • Global Ingredients - We sell organic and non-GMO ingredients sourced from over 60 origins around the world. Our portfolio includes fruits, vegetables, oils, fats, coffee, nuts, dried fruits, sugars, liquid sweeteners, seeds, grains, rice and pulses. In addition, utilizing our own production facilities, we process value-added ingredients including cocoa liquor, butter and powder, sunflower kernel, oil and cakes, sesame seeds, and avocado oil. We also engage with third-party co-manufacturers to produce consumer-packaged premium juice products (including private label orange juices, lemonades, and functional waters), utilizing internally-sourced raw materials.
SUNOPTA INC.31September 26, 2020 10-Q

  • Plant-Based Foods and Beverages - We offer a full line of plant-based beverages and liquid and dry ingredients (utilizing almond, soy, coconut, oat, hemp, and other bases), as well as broths, teas and nutritional beverages. In addition, we package dry- and oil-roasted inshell sunflower and sunflower kernels, as well as corn-, soy- and legume-based roasted snacks, and we process and sell raw sunflower inshell and kernel for food and feed applications.

     

  • Fruit-Based Foods and Beverages - We offer individually quick frozen ("IQF") fruit for retail (including strawberries, blueberries, mango, pineapple, blends, and other berries), IQF and bulk frozen fruit for foodservice (including purées, fruit cups and smoothies), and custom fruit preparations for industrial use. In addition, we offer fruit snacks, including bars, twists, ropes and bite-sized varieties.

The segment information presented in this MD&A for the quarter and three quarters ended September 28, 2019 has been restated to conform with the preceding changes to our operating structure.

Update on Impact of COVID-19

We continue to actively address the impacts of the COVID-19 pandemic on our global operations. We began to experience impacts to our business and results of operations late in the first quarter of 2020, and these impacts continued through the second and third quarters of 2020. As a result, we saw significant shifts in the mix of our business, resulting in lower demand for our food and beverage products from the foodservice channel due to the full or partial closure of many foodservice outlets, and an increase in demand from retail customers as consumers increased their at-home food and beverage consumption. We saw a return towards normalized levels beginning at the end of the second quarter of 2020, as more foodservice outlets reopened and consumers adapted to the evolving environment, and this trend continued through the third quarter of 2020. However, overall foodservice demand for our products remains below 2019 volume levels and short of our expectations for 2020. In addition, we cannot be certain that the positive trend we have seen since the end of the second quarter of 2020 will continue due to uncertain scope and duration of the pandemic.

To date, we have not experienced any material interruptions in our plant operations due to employee absences, or to our supply chains as a result of the pandemic. Our facilities have largely been exempt from government closure orders where applicable. For the quarter and three quarters ended September 26, 2020, we incurred incremental costs of approximately $0.3 million and $1.7 million, respectively, to provide wage premiums and personal protective equipment for our plant employees, and to implement additional cleaning and disinfecting protocols at our facilities.

In March 2020, we experienced a significant foreign exchange impact from a more than 20% depreciation of the Mexican peso against the U.S. dollar. Subsequently, we entered into a combination of foreign currency put and call option contracts (a zero-cost collar) to hedge our exposure to fluctuations in the Mexican peso on fruit inventory purchases and operating costs in Mexico.

To date, COVID-19 has not had a significant impact on our liquidity, cash flows or capital resources.

Overall, based on information available to us as of the date of this report, we believe that we will continue to be able to deliver our products to our customers on a timely basis, while meeting our financial obligations. However, we cannot reasonably estimate the duration and severity of the COVID-19 pandemic or its ultimate impact on the global economy and our business.

Value Creation Plan

The following table summarizes costs incurred by type under the Value Creation Plan that were charged to expense for the quarters and three quarters ended September 26, 2020 and September 28, 2019:

SUNOPTA INC.32September 26, 2020 10-Q

 

     Employee       
  Asset  recruitment,       
  impairments  retention and       
  and facility  termination  Professional    
  closure costs  costs  fees  Total 
For the quarter ended $  $  $  $ 
September 26, 2020            
Selling, general and administrative expenses   150  785  935 
Other expense   54    54 
Total   204  785  989 
             
September 28, 2019            
Selling, general and administrative expenses   929  686  1,615 
Other expense   3,222    3,222 
Total   4,151  686  4,837 

 

     Employee       
  Asset  recruitment,       
  impairments  retention and       
  and facility  termination  Professional    
  closure costs  costs  fees  Total 
For the three quarters ended $  $  $  $ 
September 26, 2020            
Selling, general and administrative expenses   860  1,574  2,434 
Other expense 365  664    1,029 
Total 365  1,524  1,574  3,463 
             
September 28, 2019            
Selling, general and administrative expenses   1,808  964  2,772 
Other expense 308  5,290    5,598 
Total 308  7,098  964  8,370 

 

For more information regarding the Value Creation Plan, see note 4 to the unaudited consolidated financial statements included in this report.

Acquisition of Sanmark B.V.

On April 1, 2019, we acquired 100% of the outstanding shares of Sanmark B.V. ("Sanmark") for $3.3 million, net of cash acquired, which was financed through existing credit facilities. Sanmark is a sourcing and trading business focused on organic oils for the food, pharmacy, and cosmetic industries, generating most of its sales in the European and Asia-Pacific markets. The operations of Sanmark have been integrated into our organic ingredients operations based in the Netherlands, and the results of operations of Sanmark have been included in Global Ingredients since the date of acquisition.

Sale of Soy and Corn Business

On February 22, 2019, our subsidiary, SunOpta Grains and Foods Inc., completed the sale of our specialty and organic soy and corn business to Pipeline Foods, LLC for $66.5 million, subject to certain post-closing adjustments, which resulted in a pre-tax gain on sale of $44.3 million recognized in the first three quarters of 2019. The soy and corn business engaged in seed and grain conditioning and corn milling and formed part of the Global Ingredients segment. For the period ended February 22, 2019, the soy and corn business generated revenues and gross profit of $10.3 million and $0.2 million, respectively, and reported an operating loss of $0.2 million (excluding management fees charged by Corporate Services). The net proceeds from this transaction were used to repay borrowings and increase availability under our Global Credit Facility (as described below under the heading "Liquidity and Capital Resources").

SUNOPTA INC.33September 26, 2020 10-Q

Consolidated Results of Operations for the Quarters Ended September 26, 2020 and September 28, 2019

   September 26, 2020  September 28, 2019  Change  Change 
For the quarter ended $  $  $  % 
              
Revenues            
 Global Ingredients 123,322  113,356  9,966  8.8% 
 Plant-Based Foods and Beverages 99,038  91,811  7,227  7.9% 
 Fruit-Based Foods and Beverages 92,621  90,774  1,847  2.0% 
Total revenues 314,981  295,941  19,040  6.4% 
              
Gross Profit            
 Global Ingredients 15,041  11,975  3,066  25.6% 
 Plant-Based Foods and Beverages 19,715  16,321  3,394  20.8% 
 Fruit-Based Foods and Beverages 7,123  (1,971) 9,094  461.4% 
Total gross profit 41,879  26,325  15,554  59.1% 
              
Segment operating income (loss)(1)            
 Global Ingredients 5,851  3,400  2,451  72.1% 
 Plant-Based Foods and Beverages 13,119  8,707  4,412  50.7% 
 Fruit-Based Foods and Beverages (1,788) (10,639) 8,851  83.2% 
 Corporate Services (7,803) (4,995) (2,808) -56.2% 
Total segment operating income (loss) 9,379  (3,527) 12,906  365.9% 
              
Other expense, net 1,030  3,323  (2,293) -69.0% 
Earnings (loss) before the following 8,349  (6,850) 15,199  221.9% 
Interest expense, net 8,017  8,864  (847) -9.6% 
Provision for (recovery of) income taxes 41  (3,935) 3,976  101.0% 
Net earnings (loss)(2),(3) 291  (11,779) 12,070  102.5% 
Earnings (loss) attributable to non-controlling interests 202  (30) 232  773.3% 
Earnings (loss) attributable to SunOpta Inc. 89  (11,749) 11,838  100.8% 
Dividends and accretion on preferred stock (2,844) (2,009) (835) -41.6% 
              
Loss attributable to common shareholders(4) (2,755) (13,758) 11,003  80.0% 

(1) When assessing the financial performance of our operating segments, we use an internal measure of operating income/loss that excludes other income/expense items and goodwill impairments determined in accordance with U.S. GAAP. This measure is the basis on which management, including the CEO, assesses the underlying performance of our operating segments.

We believe that disclosing this non-GAAP measure assists investors in comparing financial performance across reporting periods on a consistent basis by excluding items that are not indicative of our operating performance. However, the non-GAAP measure of operating income should not be considered in isolation or as a substitute for performance measures calculated in accordance with U.S. GAAP. The following table presents a reconciliation of segment operating income/loss to earnings/loss before the following, which we consider to be the most directly comparable U.S. GAAP financial measure.

SUNOPTA INC.34September 26, 2020 10-Q

     Plant-Based  Fruit-Based       
  Global  Foods and  Foods and  Corporate    
  Ingredients  Beverages  Beverages  Services  Consolidated 
For the quarter ended $  $  $  $  $ 
                
September 26, 2020               
Segment operating income (loss) 5,851  13,119  (1,788) (7,803) 9,379 
Other income (expense), net 39  (1,270) 13  188  (1,030)
Earnings (loss) before the following 5,890  11,849  (1,775) (7,615) 8,349 
                
September 28, 2019               
Segment operating income (loss) 3,400  8,707  (10,639) (4,995) (3,527)
Other expense, net (1,335) (9) (212) (1,767) (3,323)
Earnings (loss) before the following 2,065  8,698  (10,851) (6,762) (6,850)

We believe that investors' understanding of our financial performance is enhanced by disclosing the specific items that we exclude from segment operating income/loss. However, any measure of operating income/loss excluding any or all of these items is not, and should not be viewed as, a substitute for operating income/loss prepared under U.S. GAAP. These items are presented solely to allow investors to more fully understand how we assess financial performance.

(2) When assessing our financial performance, we use an internal measure of earnings/loss attributable to common shareholders determined in accordance with U.S. GAAP that excludes specific items recognized in other income/expense, impairment losses on goodwill and long-lived assets, and other unusual items that are identified and evaluated on an individual basis, which due to their nature or size, we would not expect to occur as part of our normal business on a regular basis. We believe that the identification of these excluded items enhances the analysis of our financial performance of our business when comparing those operating results between periods, as we do not consider these items to be reflective of normal business operations.

The following table presents a reconciliation of adjusted loss from net earnings/loss, which we consider to be the most directly comparable U.S. GAAP financial measure. In addition, in recognition of the sale of the soy and corn business (as described above under the heading "Sale of Soy and Corn Business"), we have prepared this table in a columnar format to present the effect of the disposal of this business on our consolidated results for the quarter ended September 28, 2019. We believe this presentation assists investors in assessing the results of the operations we have disposed of and the effect of those operations on our financial performance.

SUNOPTA INC.35September 26, 2020 10-Q

   Excluding          
   disposed operations  Disposed operations  Consolidated 
      Per Diluted
Share
     Per Diluted
Share
     Per Diluted
Share
 
For the quarter ended $  $  $  $  $  $ 
                    
September 26, 2020                  
Net earnings 291          291    
Earnings attributable to non-controlling interests (202)         (202)   
Dividends and accretion on preferred stock (2,844)         (2,844)   
Loss attributable to common shareholders (2,755) (0.03)     (2,755) (0.03)
                    
Adjusted for:                  
 Costs related to the Value Creation Plan(a) 989          989    
 Legal settlements(b) 721          721    
 Plant expansion costs(c) 245          245    
 Other(d) 255          255    
 Net income tax effect(e) (721)         (721)   
Adjusted loss (1,266) (0.01)     (1,266) (0.01)
                    
September 28, 2019                  
Net loss (10,974)    (805)    (11,779)   
Loss attributable to non-controlling interests 30          30    
Dividends and accretion on preferred stock (2,009)         (2,009)   
Loss attributable to common shareholders (12,953) (0.15) (805) (0.01) (13,758) (0.16)
                    
Adjusted for:                  
 Costs related to Value Creation Plan(f) 4,837          4,837    
 Post-closing adjustments and other costs related to sale of soy and corn business(g)      1,109     1,109    
 Contract manufacturer transition costs(h) 159          159    
 Other(i) (1,166)         (1,166)   
 Net income tax effect(e) (764)    (304)    (1,068)   
Adjusted loss (9,887) (0.11)     (9,887) (0.11)

(a) Reflects professional fees of $0.8 million and employee retention costs of $0.1 million recorded in SG&A expenses, and employee termination costs of $0.1 million recorded in other expense.

(b) Reflects a loss of $2.4 million on the settlement of a customer claim related to the recall of certain sunflower products in 2016, net of a $1.7 million gain on the settlement of an unrelated legal matter, which were recorded in other expense/income.

(c) Reflects costs related to the expansion of our plant-based extraction capabilities at our Alexandria, Minnesota, facility, which were recorded in cost of goods sold.

(d) Other includes a loss on the disposal of assets, which was recorded in other expense.

(e) Reflects the tax effect of the preceding adjustments to earnings and reflects an overall estimated annual effective tax rate of approximately 30% for the quarter ended September 26, 2020 (September 28, 2019 - 27%) on adjusted loss before tax.

(f) Reflects employee retention and relocation costs of $0.9 million, and professional fees of $0.7 million recorded in SG&A expenses; and employee termination costs of $3.4 million (offset by a reversal of $0.8 million of previously recognized stock-based compensation related to forfeited awards previously granted to terminated employees), and CFO recruitment costs of $0.6 million recorded in other expense.

(g) Reflects post-closing adjustments and transaction costs incurred in connection with the sale of the soy and corn business, which reduced the gain on sale recorded in other income.

(h) Reflects the write-down of assets related to the transition of premium juice production activities to new contract manufacturers, which was recorded in other expense.

(i) Other includes a legal settlement gain of $1.3 million, offset by losses on disposal of assets, which were recorded in other income/expense.

We believe that investors' understanding of our financial performance is enhanced by disclosing the specific items that we exclude to compute adjusted earnings/loss. However, adjusted earnings/loss is not, and should not be viewed as, a substitute for earnings prepared under U.S. GAAP. Adjusted earnings/loss is presented solely to allow investors to more fully understand how we assess our financial performance.

(3) We use a measure of adjusted EBITDA when assessing the performance of our operations, which we believe is useful to investors' understanding of our operating profitability because it excludes non-operating expenses, such as interest and income taxes, and non-cash expenses, such as depreciation, amortization, stock-based compensation and asset impairment charges, as well as other unusual items that affect the comparability of operating performance. We also use this measure to review and assess our progress under the Value Creation Plan and to assess operating performance in connection with our employee incentive programs. In addition, we are subject to certain restrictions on incurring additional indebtedness based on availability and metrics that include in their calculation a measure of EBITDA. We define adjusted EBITDA as segment operating income/loss plus depreciation, amortization and non-cash stock-based compensation, and excluding other unusual items as identified in the determination of adjusted earnings/loss (refer above to footnote (2)). The following table presents a reconciliation of segment operating income/loss and adjusted EBITDA from net earnings/loss, which we consider to be the most directly comparable U.S. GAAP financial measure. In addition, as described above under footnote (2), we have prepared this table in a columnar format to present the effect of the disposal of the soy and corn business on our consolidated results for the quarter ended September 28, 2019. We believe this presentation assists investors in assessing the results of the operations we have disposed of and the effect of those operations on our financial performance.

SUNOPTA INC.36September 26, 2020 10-Q

   Excluding       
   disposed
operations
  Disposed
operations
  Consolidated 
For the quarter ended $  $  $ 
           
September 26, 2020         
Net earnings 291    291 
Provision for income taxes 41    41 
Interest expense, net 8,017    8,017 
Other expense, net 1,030    1,030 
Total segment operating income 9,379    9,379 
 Depreciation and amortization 8,669    8,669 
 Stock-based compensation 3,536    3,536 
 Costs related to Value Creation Plan(a) 935    935 
 Plant expansion costs(b) 245    245 
Adjusted EBITDA 22,764    22,764 
           
September 28, 2019         
Net loss (10,974) (805) (11,779)
Recovery of income taxes (3,631) (304) (3,935)
Interest expense, net 8,864    8,864 
Other expense, net 2,214  1,109  3,323 
Total segment operating loss (3,527)   (3,527)
 Depreciation and amortization 8,517    8,517 
 Stock-based compensation 3,327    3,327 
 Costs related to Value Creation Plan(a) 1,615    1,615 
Adjusted EBITDA 9,932    9,932 

(a) For the third quarters of 2020 and 2019, reflects professional fees and employee retention costs of $0.9 million and $1.6 million, respectively, recorded in SG&A expenses.

(b) For the third quarter of 2020, reflects costs related to the expansion of our plant-based extraction capabilities at our Alexandria, Minnesota, facility, which were recorded in cost of goods sold.

Although we use adjusted EBITDA as a measure to assess the performance of our business and for the other purposes set forth above, this measure has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for an analysis of our results of operations as reported in accordance with U.S. GAAP. Some of these limitations are:

  • adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest payments on our indebtedness;
  • adjusted EBITDA does not include the recovery/payment of taxes, which is a necessary element of our operations;
  • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for such replacements; and
  • adjusted EBITDA does not include non-cash stock-based compensation, which is an important component of our total compensation program for employees and directors.

Because of these limitations, adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by not viewing adjusted EBITDA in isolation, and specifically by using other U.S. GAAP and non-GAAP measures, such as revenues, gross profit, segment operating income/loss, earnings and adjusted earnings/loss to measure our operating performance. Adjusted EBITDA is not a measurement of financial performance under U.S. GAAP and should not be considered as an alternative to our results of operations or cash flows from operations determined in accordance with U.S. GAAP, and our calculation of adjusted EBITDA may not be comparable to the calculation of a similarly titled measure reported by other companies.

(4) In order to evaluate our results of operations, we use certain non-GAAP measures that we believe enhance an investor's ability to derive meaningful period-over-period comparisons and trends from our results of operations. In particular, we evaluate our revenues on a basis that excludes the effects of fluctuations in commodity pricing and foreign exchange rates. In addition, we exclude specific items from our reported results that due to their nature or size, we do not expect to occur as part of our normal business on a regular basis. These items are identified above under footnote (2), and in the discussion of our results of operations below. These non-GAAP measures are presented solely to allow investors to more fully assess our results of operations and should not be considered in isolation of, or as substitutes for, an analysis of our results as reported under U.S. GAAP.

SUNOPTA INC.37September 26, 2020 10-Q

 

Revenues for the quarter ended September 26, 2020 increased by 6.4% to $315.0 million from $295.9 million for the quarter ended September 28, 2019.  Excluding the impact on revenues of changes in commodity-related pricing (an increase in revenues of $1.2 million) and foreign exchange rates (an increase in revenues of $1.8 million), revenues increased by 5.4% in the third quarter of 2020, compared with the third quarter of 2019.  Revenues increased on an adjusted basis across all segments of the business, reflecting the expansion of plant-based beverage and broth offerings for retail customers, growth in plant-based ingredient extraction volumes, higher volumes of organic ingredients and premium juice products, and increased retail volumes of frozen fruit, partially offset by lower volumes of plant-based beverage, frozen fruit and fruit ingredient products sold into the foodservice channel. 
 
Gross profit increased $15.6 million, or 59.1%, to $41.9 million for the quarter ended September 26, 2020, compared with $26.3 million for the quarter ended September 28, 2019.  As a percentage of revenues, gross profit for the quarter ended September 26, 2020 was 13.3% compared to 8.9% for the quarter ended September 28, 2019, an increase of 440 basis points.  Gross profit and gross profit percentage increased across all segments of the business.  In the Global Ingredients segment, the $3.1 million increase in gross profit and 160-basis point increase in gross profit percentage reflected higher sales volumes, pricing spreads and productivity improvements for certain organic ingredients, together with higher sales volumes and pricing, and lower production costs for premium juice products, partially offset by an unfavorable cocoa commodity hedging result, lower-margin sales to reduce certain inventory positions in certain organic ingredients, and manufacturing inefficiencies related to organic avocado oil production.  In the Plant-Based Foods and Beverages segment, gross profit increased $3.4 million and gross profit percentage increased 210 basis points, reflecting higher sales and production volumes of plant-based beverages, broths and plant-based ingredients, and improved plant utilization and productivity-driven cost savings, partially offset by lower sales volumes and plant utilization within the sunflower and roasting operations.  Finally, in the Fruit-Based Foods and Beverages segment, the $9.1 million increase in gross profit and 990-basis point increase in gross profit percentage reflected increased sales pricing and a favorable mix of higher-margin retail sales of frozen fruit, and lower processing costs and productivity improvements for frozen fruit, together with higher sales volumes and favorable product mix for fruit snacks.
 
For the quarter ended September 26, 2020, we realized total segment operating income of $9.4 million, compared with a total segment operating loss of $3.5 million for the quarter ended September 28, 2019.  The $12.9 million increase in total segment operating income reflected higher gross profit, as described above, partially offset by a $1.6 million increase in SG&A expenses mainly due to higher employee-related variable compensation and benefit costs, and increased reserves for credit losses due to weaker economic conditions, partially offset by the benefit from headcount reductions and other cost savings measures taken in 2019, together with lower travel and marketing costs.  In addition, we recognized a period-over-period unfavorable foreign exchange impact of $1.3 million, mainly within our European organic ingredients operations. 
 
Further details on revenue, gross profit and segment operating income/loss variances are provided below under "Segmented Operations Information."
 
Other expense for the quarter ended September 26, 2020, of $1.0 million, mainly reflected a loss of $2.4 million on the settlement of a customer claim related to the recall of certain sunflower products in 2016, partially offset by a legal settlement gain of $1.7 million.  Other expense for the quarter ended September 28, 2019, of $3.3 million, mainly reflected employee termination and recruitment costs of $3.2 million associated with the Value Creation Plan, including costs related to our Chief Financial Officer ("CFO") transition in the third quarter of 2019, and post-closing adjustments of $1.1 million related to the sale of the soy and corn business, partially offset by a legal settlement gain of $1.3 million. 
 
Net interest expense decreased by $0.9 million to $8.0 million for the quarter ended September 26, 2020, compared with $8.9 million for the quarter ended September 28, 2019.  Interest expense included the amortization of debt issuance costs of $1.0 million and $0.7 million in the third quarters of 2020 and 2019, respectively.  The period-over-period decrease in net interest expense reflected lower average borrowings and weighted-average interest rates under our line of credit facilities.
 
We recognized a provision of income tax of $0.0 million for the quarter ended September 26, 2020, compared with a recovery of income taxes of $3.9 million for the quarter ended September 28, 2019. 
 
On a consolidated basis, we realized a loss attributable to common shareholders of $2.8 million (diluted loss per share of $0.03) for the quarter ended September 26, 2020, compared with a loss attributable to common shareholders of $13.8 million (diluted loss per share of $0.16) for the quarter ended September 28, 2019.
 
For the quarter ended September 26, 2020, adjusted loss was $1.3 million, or $0.01 per diluted share, compared with an adjusted loss of $9.9 million, or $0.11 per diluted share, for the quarter ended September 28, 2019.  Adjusted EBITDA of $22.8 million for the quarter ended September 26, 2020 more than doubled adjusted EBITDA of $9.9 million for the quarter ended September 28, 2019.  Adjusted loss and adjusted EBITDA are non-GAAP financial measures.  See footnotes (2) and (3) to the table above for a reconciliation of adjusted loss and adjusted EBITDA from net earnings/loss, which we consider to be the most directly comparable U.S. GAAP financial measure. 
 
SUNOPTA INC.38September 26, 2020 10-Q

Segmented Operations Information
Global Ingredients            
For the quarter ended September 26, 2020  September 28, 2019  Change  % Change 
             
Revenues$123,322 $113,356 $9,966  8.8% 
Gross profit 15,041  11,975  3,066  25.6% 
Gross profit % 12.2%  10.6%     1.6% 
             
Operating income$5,851 $3,400 $2,451  72.1% 
Operating income % 4.7%  3.0%     1.7% 
 
Global Ingredients contributed $123.3 million in revenues for the quarter ended September 26, 2020, compared to $113.4 million for the quarter ended September 28, 2019, an increase of $10.0 million, or 8.8%.  Excluding the impact on revenues of changes in foreign exchange rates (an increase in revenues of $1.8 million) and commodity-related pricing (a decrease in revenues of $1.2 million), Global Ingredients revenues increased approximately 8.3%.  The table below explains the increase in reported revenues:
 
Global Ingredients Revenue Changes
 
Revenues for the quarter ended September 28, 2019
$113,356
 
Increased sales volumes of organic ingredients including coffee (reflecting a rebound in volumes to foodservice customers following COVID-19-related impacts in the first half of 2020), fruits and vegetables (reflecting higher volume, lower priced sales to reduce inventory positions), nuts (reflecting increased availability of raw material supply), and cocoa (reflecting increased production volumes of cocoa ingredients), partially offset by lower volumes of animal feed and grains (due to the exit from underperforming bulk categories)
6,043 
 
Higher sales volumes and pricing for premium juice products
3,397
 
Favorable foreign exchange impact on euro-denominated sales due to a weaker U.S. dollar period-over-period
1,763
 
Decreased commodity pricing for organic ingredients
(1,237)
Revenues for the quarter ended September 26, 2020
$123,322
 
Gross profit in Global Ingredients increased by $3.1 million to $15.0 million for the quarter ended September 26, 2020, compared to $12.0 million for the quarter ended September 28, 2019, and the gross profit percentage increased by 160 basis points to 12.2%.  The increase in gross profit percentage reflected increased pricing spreads, higher-margin product mix within certain categories of organic ingredients, and manufacturing efficiencies for cocoa and sunflower ingredients, together with higher sales pricing and lower bottling costs for premium juice products, partially offset by an unfavorable cocoa commodity hedging result, lower-margin sales to reduce inventory positions in certain organic ingredients, and manufacturing inefficiencies related to organic avocado oil production.  The table below explains the increase in gross profit:
 
SUNOPTA INC.39September 26, 2020 10-Q

Global Ingredients Gross Profit Changes
 
Gross profit for the quarter ended September 28, 2019
$11,975
 
Higher pricing spreads on seeds, animal feed and grains, and increased sales volumes of organic ingredients, including coffee, cocoa and nuts, together with increased production volumes and manufacturing efficiencies in our cocoa and sunflower operations, partially offset by an increase in cocoa commodity hedging losses ($1.0 million), lower-margin sales to reduce certain inventory positions, and manufacturing inefficiencies at our organic avocado oil facility
2,172
 
Higher sales volumes and pricing, and lower bottling costs for premium juice products
894
Gross profit for the quarter ended September 26, 2020
$15,041
 
Operating income in Global Ingredients increased by $2.5 million, or 72.1%, to $5.9 million for the quarter ended September 26, 2020, compared to $3.4 million for the quarter ended September 28, 2019.  The table below explains the increase in operating income:
 
Global Ingredients Operating Income Changes
 
Operating income for the quarter ended September 28, 2019
$3,400
 
Increase in gross profit, as explained above
3,066
 
Lower employee compensation costs due to lower headcount, and reduced spending associated with travel and marketing activities, partially offset by an unfavorable foreign exchange impact on euro-denominated SG&A expenses and higher employee-related variable compensation
1,100
 
Decrease in corporate cost allocations
304
 
Decrease in mark-to-market gains related to forward currency contracts ($1.4 million), together with net foreign exchange losses on the revaluation of U.S. dollar-denominated receivable and payable balances
(2,019)
Operating income for the quarter ended September 26, 2020
$5,851
 
Looking forward, we expect the performance of the Global Ingredients segment for the fourth quarter and full year of 2020 to remain on trend with the first three quarters of 2020, with revenues and gross profit ahead of the results for the corresponding prior year periods. This performance is expected to be driven by demand in key categories of cocoa, oils and premium juice, together with increased utilization and productivity improvements within our ingredient manufacturing operations. The statements in this paragraph are forward-looking statements.  See "Forward-Looking Statements" above. Several factors could adversely impact our ability to meet these forward-looking expectations, including the ongoing COVID-19 pandemic, fluctuations in foreign currency exchange rates, commodity prices and availability of raw materials, potential competitive pressures, and general economic and political conditions globally and in the markets in which we do business, along with the other factors described above under "Forward-Looking Statements." 
 
Plant-Based Foods and Beverages            
For the quarter ended September 26, 2020  September 28, 2019  Change  % Change 
             
Revenues$99,038 $91,811 $7,227  7.9% 
Gross profit 19,715  16,321  3,394  20.8% 
Gross profit % 19.9%  17.8%     2.1% 
             
Operating income$13,119 $8,707 $4,412  50.7% 
Operating income % 13.2%  9.5%     3.7% 

 

SUNOPTA INC.40September 26, 2020 10-Q

Plant-Based Foods and Beverages contributed $99.0 million in revenues for the quarter ended September 26, 2020, compared to $91.8 million for the quarter ended September 28, 2019, an increase of $7.2 million, or 7.9%.  Excluding the impact on revenues of changes in sunflower commodity-related pricing (an increase in revenues of $1.2 million), Plant-Based Foods and Beverages revenues increased approximately 6.6%.  The table below explains the increase in reported revenues:
 
Plant-Based Foods and Beverages Revenue Changes
 
Revenues for the quarter ended September 28, 2019
$91,811
 
Higher retail sales volumes of plant-based beverages and everyday broth offerings, and increased demand for plant-based ingredients, partially offset by reduced sales volumes of plant-based beverage products to foodservice customers
8,526
 
Increased commodity pricing for sunflower
1,170
 
Lower volumes of sunflower inshell and kernel, and roasted snacks and ingredients, partially offset by higher volumes of birdfeed
(2,469)
Revenues for the quarter ended September 26, 2020
$99,038
 
Gross profit in Plant-Based Foods and Beverages increased by $3.4 million to $19.7 million for the quarter ended September 26, 2020, compared to $16.3 million for the quarter ended September 28, 2019, and the gross profit percentage increased by 210 basis points to 19.9%.  The increase in the gross profit percentage reflected strong production volumes, improved plant utilization and productivity-driven cost savings within our plant-based beverage and ingredient extraction operations, partially offset by lower production volumes and plant utilization within our sunflower and roasting operations.  The table below explains the increase in gross profit:
 
Plant-Based Foods and Beverages Gross Profit Changes
 
Gross profit for the quarter ended September 28, 2019
$16,321
 
Higher sales volumes, plant utilization and productivity improvements within our plant-based beverage and ingredient extraction operations
3,712
 
Lower volumes of sunflower inshell and kernel, partially offset by higher volumes of birdfeed
(318)
Gross profit for the quarter ended September 26, 2020
$19,715
 
Operating income in Plant-Based Foods and Beverages increased by $4.4 million to $13.1 million for the quarter ended September 26, 2020, compared to $8.7 million for the quarter ended September 28, 2019. The table below explains the increase in operating income:
 
Plant-Based Foods and Beverages Operating Income Changes
 
Operating income for the quarter ended September 28, 2019
$8,707
 
Increase in gross profit, as explained above
3,394
 
Decrease in corporate cost allocations
675
 
Lower employee compensation costs due to headcount reductions, together with reduced travel and marketing costs, partially offset by higher product development spending and employee-related variable compensation
343
Operating income for the quarter ended September 26, 2020
$13,119
 
Looking forward, we expect significant growth in revenues and gross profit from our Plant-Based Foods and Beverages segment for the fourth quarter and full year 2020, compared to the corresponding prior-year periods, with expected increased seasonal demand for everyday broth items and higher at-home consumption of plant-based beverage products, more than offsetting continued COVID-19-related softness in the foodservice channel, and lower demand for our raw sunflower and roasted snack products.  In addition, we believe we are on-track to complete several major capital projects in the fourth quarter of 2020, which will increase our aseptic processing capacity and expand our ingredient extraction capabilities in order to keep pace with anticipated consumer demand for plant-based alternatives, and allow us to pursue identified and future business opportunities.  The statements in this paragraph are forward-looking statements.  See "Forward-Looking Statements" above.  Several factors could adversely impact our ability to meet these forward-looking expectations, including the ongoing COVID-19 pandemic, customer actions, consumer behaviours, competitive pressures, unexpected delays in executing on our capital projects, and general economic and political conditions in North America, along with the other factors described above under "Forward-Looking Statements." 
 
SUNOPTA INC.41September 26, 2020 10-Q

Fruit-Based Foods and Beverages            
For the quarter ended September 26, 2020  September 28, 2019  Change  % Change 
             
Revenues$92,621 $90,774 $1,847  2.0% 
Gross profit 7,123  (1,971) 9,094  461.4% 
Gross profit % 7.7%  -2.2%     9.9% 
             
Operating loss$(1,788)$(10,639)$8,851  83.2% 
Operating loss % -1.9%  -11.7%     9.8% 
 
Fruit-Based Foods and Beverages contributed $92.6 million in revenues for the quarter ended September 26, 2020, compared to $90.8 million for the quarter ended September 28, 2019, an increase of $1.8 million, or 2.0%.  Excluding the impact on revenues of changes in raw fruit commodity-related pricing (an increase in revenues of $1.2 million), Fruit-Based Foods and Beverages revenues increased approximately 0.7%.  The table below explains the increase in reported revenues:
 
Fruit-Based Foods and Beverages Revenue Changes
 
Revenues for the quarter ended September 28, 2019
$90,774
 
Higher sales volumes of fruit snack products
1,713
 
Increased commodity pricing for raw fruit
1,232
 
Lower demand for frozen fruit and fruit preparations from foodservice customers, together with sales volume constraints due to a short supply of frozen strawberries from California, partially offset by increased volumes of frozen fruit into the retail channel
(1,098)
Revenues for the quarter ended September 26, 2020
$92,621
 
Gross profit in Fruit-Based Foods and Beverages increased by $9.1 million to $7.1 million for the quarter ended September 26, 2020, compared to a loss of $2.0 million for the quarter ended September 28, 2019, and the gross profit percentage increased by 990 basis points to 7.7%.  The increase in the gross profit percentage reflected increased sales pricing and a favorable mix of higher-margin retail sales of frozen fruit.  In addition, automation and productivity initiatives in our frozen fruit manufacturing facilities have generated higher yields and throughput, while allowing these facilities to operate at lower cost and with fewer seasonal workers.  These factors were partially offset by lower production volumes and plant utilization within our fruit ingredient operations.  The table below explains the increase in gross profit:
 
SUNOPTA INC.42September 26, 2020 10-Q

Fruit-Based Foods and Beverages Gross Profit Changes
 
Gross profit for the quarter ended September 28, 2019
$(1,971)
 
Impact of higher sales volumes and pricing for frozen fruit, including a favorable mix of higher-margin retail versus foodservice sales, together with lower processing costs and productivity improvements for frozen fruit
8,536
 
Higher sales volumes and favorable product mix for fruit snacks
558
Gross profit for the quarter ended September 26, 2020
$7,123
 
Operating loss in Fruit-Based Foods and Beverages decreased by $8.8 million to $1.8 million for the quarter ended September 26, 2020, compared to $10.6 million for the quarter ended September 28, 2019. The table below explains the decrease in operating loss:
 
Fruit-Based Foods and Beverages Operating Loss Changes
 
Operating loss for the quarter ended September 28, 2019
$(10,639)
 
Increase in gross profit, as explained above
9,094
 
Decrease in corporate cost allocations
737
 
Impact of reserves for credit losses due to weaker economic conditions, together with increased employee compensation related to new management hires and employee-related variable compensation, partially offset by a favorable foreign exchange impact on Mexican peso-denominated SG&A expenses
(980)
Operating loss for the quarter ended September 26, 2020
$(1,788)
 
Looking forward to fourth quarter of 2020, we expect to achieve a fifth sequential quarter of margin improvement in our Fruit-Based Foods and Beverages segment, driven by favorable sales pricing actions on frozen fruit, together with productivity enhancements and cost savings in frozen fruit processing, partially offset by higher strawberry commodity pricing.  In addition, we expect continued strong COVID-19-related demand for frozen fruit from retail customers in the fourth quarter of 2020, partially offset by softness in the foodservice channel.  However, we believe the shortfall in frozen strawberry supply from growers in California in 2020, due to more of the crop being directed to the fresh market, may limit our capacity to service existing customer demand, and our ability to pursue spot opportunities with new customers.  The statements in this paragraph are forward-looking statements.  See "Forward-Looking Statements" above.  Several factors could adversely impact our ability to meet these forward-looking expectations, including the ongoing COVID-19 pandemic, availability and commodity pricing for fruit, customer actions, consumer behaviours, competitive pressures, and general economic and political conditions in North America, along with the other factors described above under "Forward-Looking Statements."
 
Corporate Services            
For the quarter ended September 26, 2020  September 28, 2019  Change  % Change 
             
Operating loss$(7,803)$(4,995)$(2,808) -56.2% 
 
Operating loss at Corporate Services increased by $2.8 million to $7.8 million for the quarter ended September 26, 2020, compared to a loss of $5.0 million for the quarter ended September 28, 2019. The table below explains the increase in operating loss:
 
SUNOPTA INC.43September 26, 2020 10-Q

Corporate Services Operating Loss Changes
 
Operating loss for the quarter ended September 28, 2019
$(4,995)
 
Decrease in corporate cost allocations to SunOpta operating segments, as a result of lower corporate headcount and overhead costs
(1,716)
 
Higher employee-related variable compensation and benefit costs, partially offset by the impact of headcount reductions and reduced travel costs, together with favorable foreign exchange impact on Canadian dollar-denominated SG&A expenses, and realized gains on Mexican peso hedging activities
(1,565)
 
Increased stock-based compensation costs related to equity-based annual bonus and long-term incentive plans for certain employees
(207)
 
Lower employee retention costs associated with the Value Creation Plan, partially offset by higher professional fees
680
Operating loss for the quarter ended September 26, 2020
$(7,803)
 
Corporate cost allocations mainly consist of salaries of corporate personnel who directly support the operating segments, as well as costs related to the enterprise resource management system. These expenses are allocated to the operating segments based on (1) specific identification of allocable costs that represent a service provided to each segment and (2) a proportionate distribution of costs based on a weighting of factors such as revenue contribution and the number of people employed within each segment.
 
SUNOPTA INC.44September 26, 2020 10-Q

Consolidated Results of Operations for the three quarters ended September 26, 2020 and September 28, 2019
   September 26, 2020  September 28, 2019  Change  Change 
For the three quarters ended $  $  $  % 
              
Revenues            
 Global Ingredients 378,217  369,090  9,127  2.5% 
 Plant-Based Foods and Beverages 296,985  255,027  41,958  16.5% 
 Fruit-Based Foods and Beverages 286,672  270,103  16,569  6.1% 
Total revenues 961,874  894,220  67,654  7.6% 
              
Gross Profit            
 Global Ingredients 48,021  38,744  9,277  23.9% 
 Plant-Based Foods and Beverages 57,517  38,931  18,586  47.7% 
 Fruit-Based Foods and Beverages 19,753  4,183  15,570  372.2% 
Total gross profit 125,291  81,858  43,433  53.1% 
              
Segment operating income (loss)(1)            
 Global Ingredients 22,003  13,610  8,393  61.7% 
 Plant-Based Foods and Beverages 37,456  15,731  21,725  138.1% 
 Fruit-Based Foods and Beverages (8,506) (22,204) 13,698  61.7% 
 Corporate Services (21,283) (12,881) (8,402) -65.2% 
Total segment operating income (loss) 29,670  (5,744) 35,414  616.5% 
              
Other income, net (601) (39,744) 39,143  98.5% 
Earnings before the following 30,271  34,000  (3,729) -11.0% 
Interest expense, net 24,233  25,857  (1,624) -6.3% 
Provision for income taxes 1,623  3,239  (1,616) -49.9% 
Net earnings(2),(3) 4,415  4,904  (489) -10.0% 
Earnings (loss) attributable to non-controlling interests (42) 59  (101) -171.2% 
Earnings attributable to SunOpta Inc. 4,457  4,845  (388) -8.0% 
Dividends and accretion on preferred stock (7,473) (6,005) (1,468) -24.4% 
              
Loss attributable to common shareholders(4) (3,016) (1,160) (1,856) -160.0% 
(1) The following table presents a reconciliation of segment operating income/loss to earnings/loss before the following, which we consider to be the most directly comparable U.S. GAAP financial measure (refer to footnote (1) to the "Consolidated Results of Operations for the Quarters Ended September 26, 2020 and September 28, 2019" table regarding the use of this non-GAAP measure).
 
     Plant-Based  Fruit-Based       
  Global  Foods and  Foods and  Corporate    
  Ingredients  Beverages  Beverages  Services  Consolidated 
For the three quarters ended $  $  $  $  $ 
                
September 26, 2020               
Segment operating income (loss) 22,003  37,456  (8,506) (21,283) 29,670 
Other income (expense), net 1,371  (1,262) (428) 920  601 
Earnings (loss) before the following 23,374  36,194  (8,934) (20,363) 30,271 
                
September 28, 2019               
Segment operating income (loss) 13,610  15,731  (22,204) (12,881) (5,744)
Other income (expense), net 43,993  (405) (974) (2,870) 39,744 
Earnings (loss) before the following 57,603  15,326  (23,178) (15,751) 34,000 

 

SUNOPTA INC.45September 26, 2020 10-Q

 
We believe that investors' understanding of our financial performance is enhanced by disclosing the specific items that we exclude from segment operating income. However, any measure of operating income excluding any or all of these items is not, and should not be viewed as, a substitute for operating income prepared under U.S. GAAP. These items are presented solely to allow investors to more fully understand how we assess financial performance.
 
(2) The following table presents a reconciliation of adjusted loss from net earnings/loss, which we consider to be the most directly comparable U.S. GAAP financial measure (refer to footnote (2) to the "Consolidated Results of Operations for the Quarters Ended September 26, 2020 and September 28, 2019" table regarding the use of this non-GAAP measure).  In addition, in recognition of the sale of the soy and corn business (as described above under the heading "Sale of Soy and Corn Business"), we have prepared this table in a columnar format to present the effect of the disposal of these operations on our consolidated results for the three quarters ended September 28, 2019.  We believe this presentation assists investors in assessing the results of the operations we have disposed and the effect of those operations on our financial performance.
 
   Excluding          
   disposed operations  Disposed operations  Consolidated 
      Per Diluted Share     Per Diluted Share     Per Diluted Share 
For the three quarters ended $  $  $  $  $  $ 
                    
September 26, 2020                  
Net earnings 4,415          4,415    
Loss attributable to non-controlling interests 42          42    
Dividends and accretion on preferred stock (7,473)         (7,473)   
Loss attributable to common shareholders (3,016) (0.03)     (3,016) (0.03)
                    
Adjusted for:                  
 Costs related to the Value Creation Plan(a) 3,463          3,463    
 Legal settlements(b) 721          721    
 Plant expansion costs(c) 337          337    
 Contingent consideration settlement(d) (2,286)         (2,286)   
 Other(e) (65)         (65)   
 Net income tax effect(f) (839)         (839)   
Adjusted loss (1,685) (0.02)     (1,685) (0.02)
                    
September 28, 2019                  
Net earnings (loss) (26,941)    31,845     4,904    
Earnings attributable to non-controlling interests (59)         (59)   
Dividends and accretion on preferred stock (6,005)         (6,005)   
Earnings (loss) attributable to common shareholders (33,005) (0.38) 31,845  0.36  (1,160) (0.01)
                    
Adjusted for:                  
 Gain on sale of soy and corn business(g)      (44,269)    (44,269)   
 Costs related to Value Creation Plan(h) 8,370          8,370    
 Contract manufacturer transition costs(i) 448          448    
 Plant expansion costs(j) 311          311    
 Product withdrawal and recall costs(k) 260          260    
 Other(l) (1,491)         (1,491)   
 Net income tax effect(f) (1,379)    12,130     10,751    
Adjusted loss (26,486) (0.30) (294) (0.00 (26,780) (0.31)
(a) Reflects professional fees of $1.6 million and employee retention costs of $0.9 million recorded in SG&A expenses; and employee termination costs of $1.6 million (offset by a $0.9 million reversal of previously recognized stock-based compensation related to forfeited awards previously granted to terminated employees), and facility closure costs of $0.4 million recorded in other expense.
(b) Reflects a loss of $2.4 million on the settlement of a customer claim related to the recall of certain sunflower products in 2016, net of a $1.7 million gain on the settlement of an unrelated legal matter, which were recorded in other expense/income.
(c) Reflects costs related to the expansion of our plant-based extraction capabilities at our Alexandria, Minnesota, facility, which were recorded in cost of goods sold.
(d) Reflects a gain on the settlement of the remaining earn-out obligation related to our acquisition of Citrusource in 2015, which was recorded in other income.
(e) Other includes the reversal of previously accrued costs related to the withdrawal of certain consumer-packaged products, partially offset by a loss on the disposal of assets, which were recorded in other income/expense.
(f) Reflects the tax effect of the preceding adjustments to earnings and reflects an overall estimated annual effective tax rate of approximately 30% for the three quarters ended September 26, 2020 (September 28, 2019 - 27%) on adjusted loss before tax.
(g) Reflects the gain on sale of the soy and corn business, net of transaction costs and post-closing adjustments, which was recorded in other income.
 
SUNOPTA INC.46September 26, 2020 10-Q

(h) Reflects employee retention and relocation costs of $1.8 million, and professional fees of $1.0 million recorded in SG&A expenses; and employee termination costs of $6.9 million (offset by the reversal of $2.9 million of previously recognized stock-based compensation related to forfeited awards previously granted to terminated employees), CEO and CFO recruitment costs of $1.2 million, and facility closure costs of $0.3 million, all recorded in other expense.
(i) Reflects costs to transition premium juice production activities to new contract manufacturers, which were recorded in cost of goods sold and other expense.
(j) Reflects costs related to the expansion of our Allentown, Pennsylvania, plant-based beverage facility, which were recorded in cost of goods sold.
(k) Reflects product withdrawal and recall costs that were not eligible for reimbursement under insurance policies or exceeded the limits of those policies, including costs related to the 2016 sunflower product recall, which were recorded in other expense.
(l) Other includes settlement gains resulting from a legal matter and a project cancellation, offset by losses on disposal of assets, and insurance deductibles, which were recorded in other income/expense.
 
(3) The following table presents a reconciliation of segment operating income/loss and adjusted EBITDA from net earnings/loss, which we consider to be the most directly comparable U.S. GAAP financial measure (refer to footnote (3) to the "Consolidated Results of Operations for the Quarters Ended September 26, 2020 and September 28, 2019" table regarding the use of this non-GAAP measure).  In addition, as described above under footnote (2), we have prepared this table in a columnar format to present the effect of the disposals of the soy and corn business on our consolidated results for the three quarters ended September 28, 2019.  We believe this presentation assists investors in assessing the results of the operations we have exited and the effect of those operations on our financial performance.
 
   Excluding       
   disposed operations  Disposed operations  Consolidated 
For the three quarters ended $  $  $ 
           
September 26, 2020         
Net earnings 4,415    4,415 
Provision for income taxes 1,623    1,623 
Interest expense, net 24,233    24,233 
Other income, net (601)   (601)
Total segment operating income 29,670    29,670 
 Depreciation and amortization 26,342    26,342 
 Stock-based compensation(a) 8,810    8,810 
 Costs related to Value Creation Plan(b) 2,434    2,434 
 Plant expansion costs(c) 337    337 
Adjusted EBITDA 67,593    67,593 
           
September 28, 2019         
Net earnings (loss) (26,941) 31,845  4,904 
Provision for (recovery of) income taxes (8,779) 12,018  3,239 
Interest expense, net 25,857    25,857 
Other expense (income), net 4,525  (44,269) (39,744)
Total segment operating loss (5,338) (406) (5,744)
 Depreciation and amortization 24,876  129  25,005 
 Stock-based compensation(a) 8,265    8,265 
 Costs related to Value Creation Plan(b) 2,772    2,772 
 Plant expansion costs(c) 311    311 
 Contract manufacturer transition costs(d) 289    289 
Adjusted EBITDA 31,175  (277) 30,898 
(a) For the first three quarters of 2020 and 2019, stock-based compensation of $8.8 million and $8.3 million, respectively, was recorded in SG&A expenses, and the reversal of $0.9 million and $2.9 million, respectively, of previously recognized stock-based compensation related to forfeited awards previously granted to terminated employees was recognized in other income. 
(b) For the first three quarters of 2020 and 2019, reflects professional fees, and employee retention and relocation costs of $2.4 million and $2.8 million, respectively, recorded in SG&A expenses.
(c) For the first three quarters of 2020, reflects costs related to the expansion of our plant-based extraction capabilities at our Alexandria, Minnesota, facility, and, for the first three quarters of 2019, reflects costs related to the expansion of our Allentown, Pennsylvania, plant-based beverage facility, which were recorded in cost of goods sold.
(d) Reflects costs to transition premium juice production activities to new contract manufacturers, which were recorded in cost of goods sold.
 
(4)  Refer to footnote (4) to the "Consolidated Results of Operations for the Quarters Ended September 26, 2020 and September 28, 2019" table regarding the use of certain other non-GAAP measures in the discussion of our results of operations below.
 
Revenues for the three quarters ended September 26, 2020 increased by 7.6% to $961.9 million from $894.2 million for the three quarters ended September 28, 2019.  Excluding the impact on revenues of the sale of the soy and corn business and the acquisition of Sanmark (a net decrease in revenues of $7.3 million) and changes in foreign exchange rates (a decrease in revenues of $0.3 million), partially offset by changes in commodity-related pricing (an increase in revenues of $2.8 million), revenues increased by 8.2% in the first three quarters of 2020, compared with the first three quarters of 2019.  Revenues increased on an adjusted basis across all segments of the business, reflecting the expansion of plant-based beverage and broth offerings for retail customers, growth in plant-based ingredient extraction volumes, higher volumes of organic ingredients and premium juice products, and increased retail volumes of frozen fruit, partially offset by lower volumes of plant-based beverage, frozen fruit and fruit ingredient products sold into the foodservice channel.
 
SUNOPTA INC.47September 26, 2020 10-Q

Gross profit increased $43.4 million, or 53.1%, to $125.3 million for the three quarters ended September 26, 2020, compared with $81.9 million for the three quarters ended September 28, 2019.  As a percentage of revenues, gross profit for the three quarters ended September 26, 2020 was 13.0% compared to 9.2% for the three quarters ended September 28, 2019, an increase of 380 basis points.  Gross profit and gross profit percentage increased across all segments of the business.  In the Global Ingredients segment, the $9.3 million increase in gross profit and 220-basis point increase in gross profit percentage reflected higher sales volumes, pricing spreads and productivity improvements for certain organic ingredients, together with a favorable cocoa commodity hedging result, and higher sales volumes and pricing, and lower production costs for premium juice products, partially offset by lower-margin sales to reduce inventory positions in certain organic ingredients, and manufacturing inefficiencies related to organic avocado oil production.  In the Plant-Based Foods and Beverages segment, gross profit increased $18.6 million and gross profit percentage increased 410 basis points, reflecting higher sales and production volumes of plant-based beverages, broths and plant-based ingredients, and improved plant utilization and productivity-driven cost savings.  Finally, in the Fruit-Based Foods and Beverages segment, the $15.6 million increase in gross profit and 540-basis point increase in gross profit percentage reflected increased sales pricing and a favorable mix of higher-margin retail sales of frozen fruit, and lower processing costs and productivity improvements for frozen fruit, partially offset by lower production and plant utilization for fruit ingredients and fruit snacks. 
 
For the three quarters ended September 26, 2020, we realized total segment operating income of $29.7 million, compared with a total segment operating loss of $5.7 million for the three quarters ended September 28, 2019.  The $35.4 million increase in total segment operating income reflected higher gross profit, as described above, partially offset by a year-over-year unfavorable foreign exchange impact of $4.8 million within our European organic ingredients and Mexican frozen fruit operations, together with a $3.6 million increase in SG&A expenses mainly due to higher employee-related variable compensation and benefit costs, and reserves for credit losses due to a weaker economic outlook, partially offset by the benefit from headcount reductions and other cost savings measures taken in 2019, together with lower travel and marketing costs.   
 
Further details on revenue, gross profit and segment operating income/loss variances are provided below under "Segmented Operations Information."
 
Other income for the three quarters ended September 26, 2020, of $0.6 million, mainly reflected a $2.3 million gain on the settlement of a remaining earn-out obligation that arose from our acquisition of Citrusource in 2015, together with a legal settlement gain of $1.7 million, partially offset by a loss of $2.4 million on the settlement of a customer claim related to the recall of certain sunflower products in 2016, and employee termination and facility closure costs related to the Value Creation Plan of $1.0 million.  Other income for the three quarters ended September 28, 2019, of $39.7 million, mainly reflected a pre-tax gain on sale of the soy and corn business of $44.3 million and legal settlement and project cancellation gains of $1.8 million, partially offset by employee termination and recruitment costs of $5.3 million associated with the Value Creation Plan, including costs related to our CEO and CFO transitions. 
 
Net interest expense decreased by $1.7 million to $24.2 million for the three quarters ended September 26, 2020, compared with $25.9 million for the three quarters ended September 28, 2019.  Interest expense included the amortization of debt issuance costs of $3.0 million and $2.0 million in the first three quarters of 2020 and 2019, respectively.  The year-over-year decrease in net interest expense reflected lower average borrowings and weighted-average interest rates under our line of credit facilities, together with interest income received on a tax refund in the first quarter of 2020.
 
We recognized a provision of income tax of $1.6 million for the three quarters ended September 26, 2020, compared with $3.2 million for the three quarters ended September 28, 2019.  The effective tax rate was 26.9% in the first three quarters of 2020, compared with 39.8% in the first three quarters of 2019.
 
On a consolidated basis, we realized a loss attributable to common shareholders of $3.0 million (diluted loss per share of $0.03) for the three quarters ended September 26, 2020, compared with loss attributable to common shareholders of $1.2 million (diluted loss per share of $0.01) for the three quarters ended September 28, 2019, which was inclusive of the gain on the sale of the soy and corn business.
 
For the three quarters ended September 26, 2020, adjusted loss was $1.7 million, or $0.02 per diluted share, compared with an adjusted loss of $26.8 million, or $0.31 per diluted share, for the three quarters ended September 28, 2019.  Excluding the results of the disposed soy and corn operations, adjusted loss was $26.5 million, or $0.30 per diluted share, for the three quarters ended September 28, 2019.  Adjusted EBITDA of $67.6 million for the three quarters ended September 26, 2020 more than doubled adjusted EBITDA of $30.9 million for the three quarters ended September 28, 2019.  Excluding disposed operations, adjusted EBITDA was $31.2 million for the three quarters ended September 28, 2019.  Adjusted loss and adjusted EBITDA are non-GAAP financial measures.  See footnotes (2) and (3) to the table above for a reconciliation of adjusted loss and adjusted EBITDA from net earnings/loss, which we consider to be the most directly comparable U.S. GAAP financial measure. 
 
SUNOPTA INC.48September 26, 2020 10-Q

Segmented Operations Information
Global Ingredients            
For the three quarters ended September 26, 2020  September 28, 2019  Change  % Change 
             
Revenues$378,217 $369,090 $9,127  2.5% 
Gross profit 48,021  38,744  9,277  23.9% 
Gross profit % 12.7%  10.5%     2.2% 
             
Operating income$22,003 $13,610 $8,393  61.7% 
Operating income % 5.8%  3.7%     2.1% 
 
Global Ingredients contributed $378.2 million in revenues for the three quarters ended September 26, 2020, compared to $369.1 million for the three quarters ended September 28, 2019, an increase of $9.1 million, or 2.5%.  Excluding the impact on revenues of changes in commodity-related pricing (a decrease in revenues of $8.2 million) and foreign exchange rates (a decrease in revenues of $0.3 million), and the sale of the soy and corn business and acquisition of Sanmark (a net decrease in revenues of $7.3 million), Global Ingredients revenues increased approximately 6.9%.  The table below explains the increase in reported revenues:
 
Global Ingredients Revenue Changes
 
Revenues for the three quarters ended September 28, 2019
$369,090
 
Increased sales volumes of organic ingredients including cocoa (reflecting increased production volumes of cocoa ingredients and sales of cocoa beans), oils (including incremental revenues from Sanmark and increased production volumes of sunflower oil), and fruits and vegetables (reflecting higher volume, lower priced sales to reduce inventory positions), partially offset by lower volumes of animal feed and grains (due to the exit from underperforming bulk categories), and coffee (reflecting the impact of COVID-19 on foodservice customers in the first half of 2020)
17,164
 
Higher sales volumes and pricing for premium juice products
10,810
 
Impact of the sale of soy and corn business
(10,346)
 
Decreased commodity pricing for organic ingredients
(8,228)
 
Unfavorable foreign exchange impact on euro-denominated sales due to a stronger U.S. dollar period-over-period
(273)
Revenues for the three quarters ended September 26, 2020
$378,217
 
Gross profit in Global Ingredients increased by $9.3 million to $48.0 million for the three quarters ended September 26, 2020, compared to $38.7 million for the three quarters ended September 28, 2019, and the gross profit percentage increased by 220 basis points to 12.7%.  Excluding the impact on gross profit of the sale of the soy and corn business, the gross profit percentage would have been 10.7% in the first three quarters of 2019.  The increase in gross profit percentage excluding the soy and corn business reflected increased pricing spreads, higher-margin product mix within certain categories of organic ingredients, manufacturing efficiencies for cocoa and sunflower ingredients, and a favorable cocoa commodity hedging result, together with higher sales pricing and lower bottling costs for premium juice products, partially offset by lower-margin sales to reduce inventory positions in certain organic ingredients, and manufacturing inefficiencies related to organic avocado oil production.  The table below explains the increase in gross profit:
 
SUNOPTA INC.49September 26, 2020 10-Q

Global Ingredients Gross Profit Changes
 
Gross profit for the three quarters ended September 28, 2019
$38,744
 
Higher pricing spreads on seed, nuts, animal feed and grains, and increased sales volumes of organic ingredients, including cocoa and oils, together with increased production volumes and manufacturing efficiencies in our cocoa and sunflower operations, and an increase in cocoa commodity hedging gains ($0.8 million), partially offset by lower volumes and pricing for coffee, lower-margin sales to reduce certain inventory positions, and manufacturing inefficiencies at our organic avocado oil facility
6,257
 
Higher sales volumes and pricing, and lower bottling costs for premium juice products
3,200
 
Impact of the sale of the soy and corn business
(180)
Gross profit for the three quarters ended September 26, 2020
$48,021
 
Operating income in Global Ingredients increased by $8.4 million, or 61.7%, to $22.0 million for the three quarters ended September 26, 2020, compared to $13.6 million for the three quarters ended September 28, 2019.  The table below explains the increase in operating income:
 
Global Ingredients Operating Income Changes
 
Operating income for the three quarters ended September 28, 2019
$13,610
 
Increase in gross profit, as explained above
9,277
 
Lower employee compensation costs due to lower headcount, and reduced spending associated with travel and marketing activities, together with SG&A reductions from the sale of the soy and corn business, partially offset by higher employee-related variable compensation
1,843
 
Decrease in corporate cost allocations
919
 
Decrease in mark-to-market gains related to forward currency contracts ($2.2 million), together with net foreign exchange losses on the revaluation of U.S. dollar-denominated receivable and payable balances
(3,646)
Operating income for the three quarters ended September 26, 2020
$22,003
             
Plant-Based Foods and Beverages            
For the three quarters ended September 26, 2020  September 28, 2019  Change  % Change 
             
Revenues$296,985 $255,027 $41,958  16.5% 
Gross profit 57,517  38,931  18,586  47.7% 
Gross profit % 19.4%  15.3%     4.1% 
             
Operating income$37,456 $15,731 $21,725  138.1% 
Operating income % 12.6%  6.2%     6.4% 
 
Plant-Based Foods and Beverages contributed $297.0 million in revenues for the three quarters ended September 26, 2020, compared to $255.0 million for the three quarters ended September 28, 2019, an increase of $42.0 million, or 16.5%.  Excluding the impact on revenues of changes in sunflower commodity-related pricing (an increase in revenues of $3.9 million), Plant-Based Foods and Beverages revenues increased approximately 14.9%.  The table below explains the increase in reported revenues:
 
SUNOPTA INC.50September 26, 2020 10-Q

Plant-Based Foods and Beverages Revenue Changes
 
Revenues for the three quarters ended September 28, 2019
$255,027
 
Higher retail sales volumes of plant-based beverages and everyday broth offerings, including output from additional aseptic processing capacity that came on-line in the third quarter of 2019, as well as increased demand for plant-based ingredients, partially offset by reduced sales volumes of plant-based beverage products to foodservice customers
39,608
 
Increased commodity pricing for sunflower
3,929
 
Lower volumes of sunflower inshell and kernel, and roasted ingredients, partially offset by higher volumes of birdfeed and roasted snacks
(1,579)
Revenues for the three quarters ended September 26, 2020
$296,985
 
Gross profit in Plant-Based Foods and Beverages increased by $18.6 million to $57.5 million for the three quarters ended September 26, 2020, compared to $38.9 million for the three quarters ended September 28, 2019, and the gross profit percentage increased by 410 basis points to 19.4%.  The increase in the gross profit percentage reflected strong production volumes, improved plant utilization and productivity-driven cost savings within our plant-based beverage and ingredient extraction operations, and improved margin performance within our sunflower and roasting operations.  The table below explains the increase in gross profit:
 
Plant-Based Foods and Beverages Gross Profit Changes
 
Gross profit for the three quarters ended September 28, 2019
$38,931
 
Higher sales volumes, plant utilization and productivity improvements within our plant-based beverage and ingredient extraction operations
18,210
 
Higher sales volumes of birdfeed and roasted snacks and improved plant utilization within our sunflower and roasting operations, partially offset by lower volumes of sunflower inshell and kernel
376
Gross profit for the three quarters ended September 26, 2020
$57,517
 
Operating income in Plant-Based Foods and Beverages increased by $21.8 million to $37.5 million for the three quarters ended September 26, 2020, compared to $15.7 million for the three quarters ended September 28, 2019. The table below explains the increase in operating income:
 
Plant-Based Foods and Beverages Operating Income Changes
 
Operating income for the three quarters ended September 28, 2019
$15,731
 
Increase in gross profit, as explained above
18,586
 
Decrease in corporate cost allocations
2,024
 
Lower employee compensation costs due to headcount reductions and reduced travel and marketing costs, partially offset by higher product development spending and employee-related variable compensation
1,115
Operating income for the three quarters ended September 26, 2020
$37,456

 

SUNOPTA INC.51September 26, 2020 10-Q

Fruit-Based Foods and Beverages            
For the three quarters ended September 26, 2020  September 28, 2019  Change  % Change 
             
Revenues$286,672 $270,103 $16,569  6.1% 
Gross profit 19,753  4,183  15,570  372.2% 
Gross profit % 6.9%  1.5%     5.4% 
             
Operating loss$(8,506)$(22,204)$13,698  61.7% 
Operating loss % -3.0%  -8.2%     5.2% 
 
Fruit-Based Foods and Beverages contributed $286.7 million in revenues for the three quarters ended September 26, 2020, compared to $270.1 million for the three quarters ended September 28, 2019, an increase of $16.6 million, or 6.1%. Excluding the impact on revenues of changes in raw fruit commodity-related pricing (an increase in revenues of $7.1 million), Fruit-Based Foods and Beverages revenues increased approximately 3.5%. The table below explains the increase in reported revenues:
 
Fruit-Based Foods and Beverages Revenue Changes
 
Revenues for the three quarters ended September 28, 2019
$270,103
 
Increased volumes of frozen fruit into the retail channel, partially offset by lower demand for frozen fruit and fruit preparations from foodservice customers, together with sales volume constraints due to a short supply of frozen strawberries from California
7,735
 
Increased commodity pricing for raw fruit
7,123
 
Higher sales volumes of fruit snacks products
1,711
Revenues for the three quarters ended September 26, 2020
$286,672
 
Gross profit in Fruit-Based Foods and Beverages increased by $15.6 million to $19.8 million for the three quarters ended September 26, 2020, compared to $4.2 million for the three quarters ended September 28, 2019, and the gross profit percentage increased by 540 basis points to 6.9%. The increase in the gross profit percentage reflected increased sales pricing and a favorable mix of higher-margin retail sales of frozen fruit. In addition, automation and productivity initiatives in our frozen fruit manufacturing facilities have generated higher yields and throughput, while allowing these facilities to operate at lower cost and with fewer seasonal workers. These factors were partially offset by lower production volumes and plant utilization within our fruit ingredient and fruit snacks operations. The table below explains the increase in gross profit:
 
Fruit-Based Foods and Beverages Gross Profit Changes
 
Gross profit for the three quarters ended September 28, 2019
$4,183
 
Impact of higher sales volumes and pricing for frozen fruit, including a favorable mix of higher-margin retail versus foodservice sales, together with lower processing costs and productivity improvements for frozen fruit, partially offset by lower sales volumes and plant utilization for fruit ingredients
15,853
 
Lower production volumes and plant utilization for fruit snacks due to the timing of customer promotions, partially offset by higher sales volumes
(283)
Gross profit for the three quarters ended September 26, 2020
$19,753
 
Operating loss in Fruit-Based Foods and Beverages decreased by $13.7 million to $8.5 million for the three quarters ended September 26, 2020, compared to $22.2 million for the three quarters ended September 28, 2019. The table below explains the decrease in operating loss:
 
SUNOPTA INC.52September 26, 2020 10-Q

Fruit-Based Foods and Beverages Operating Loss Changes
 
Operating loss for the three quarters ended September 28, 2019
$(22,204)
 
Increase in gross profit, as explained above
15,570
 
Decrease in corporate cost allocations
2,211
 
Unfavorable foreign exchange impact on our frozen fruit operations in Mexico due to a decline in the value of the Mexican peso in the first quarter of 2020, and the impact of reserves for credit losses due to weaker economic conditions, together with increased employee compensation related to new management hires and higher employee-related variable compensation
(4,083)
Operating loss for the three quarters ended September 26, 2020
$(8,506)
             
Corporate Services            
For the three quarters ended September 26, 2020  September 28, 2019  Change  % Change 
             
Operating loss$(21,283)$(12,881)$(8,402) -65.2% 
 
Operating loss at Corporate Services increased by $8.4 million to $21.3 million for the three quarters ended September 26, 2020, compared to a loss of $12.9 million for the three quarters ended September 28, 2019. The table below explains the increase in operating loss:
 
Corporate Services Operating Loss Changes
 
Operating loss for the three quarters ended September 28, 2019
$(12,881)
 
Decrease in corporate cost allocations to SunOpta operating segments, as a result of lower corporate headcount and overhead costs
(5,154)
 
Higher employee-related variable compensation and benefit costs, partially offset by the impact of headcount reductions and reduced travel costs, together with favorable foreign exchange impact on Canadian dollar-denominated SG&A expenses, and realized gains on Mexican peso hedging activities
(3,043)
 
Increased stock-based compensation costs related to equity-based annual bonus and long-term incentive plans for certain employees
(543)
 
Lower employee retention costs associated with the Value Creation Plan, partially offset by higher professional fees
338
Operating loss for the three quarters ended September 26, 2020
$(21,283)
 
Corporate cost allocations mainly consist of salaries of corporate personnel who directly support the operating segments, as well as costs related to the enterprise resource management system. These expenses are allocated to the operating segments based on (1) specific identification of allocable costs that represent a service provided to each segment and (2) a proportionate distribution of costs based on a weighting of factors such as revenue contribution and the number of people employed within each segment.
 
Liquidity and Capital Resources
 
We have the following sources from which we can fund our operating cash requirements:
 
Existing cash and cash equivalents;
Available operating lines of credit;
 
SUNOPTA INC.53September 26, 2020 10-Q

Cash flows generated from operating activities, including working capital efficiency efforts;
Cash flows generated from the exercise, if any, of stock options during the year;
Potential additional long-term financing, including leasing arrangements and the issuance of debt and/or equity securities; and
Potential sales of businesses or assets.
 
On February 11, 2016, we entered a five-year credit agreement for a senior secured asset-based revolving credit facility in the maximum aggregate principal amount of $350 million, subject to borrowing base capacity (the "Global Credit Facility"). On January 28, 2020, the credit agreement was amended to, among other things, extend the maturity date of the Global Credit Facility to March 31, 2022. The Global Credit Facility supports the working capital and general corporate needs of our global operations, in addition to funding strategic initiatives. The applicable margin in the Global Credit Facility ranges from 0.25% to 0.75% with respect to base rate and prime rate borrowings and from 1.25% to 1.75% for eurocurrency rate and bankers' acceptance rate borrowings. In addition, in connection with the amendment of the credit agreement on January 28, 2020, the applicable margin rate on any loans under the Global Credit Facility is increased by an additional 0.50% while our total leverage ratio exceeds a specific threshold. Based on outstanding borrowings under the Global Credit Facility (as described below), the 50 basis-point increase in the margin rate will increase interest expense and reduce cash flows by approximately $1.0 million on an annualized basis.
 
As at September 26, 2020, we had outstanding borrowings of $199.7 million (December 28, 2019 - $241.7 million) and available borrowing capacity of approximately $91 million (December 28, 2019 - $43 million) under the Global Credit Facility. For more information on the Global Credit Facility, see note 7(1) to the unaudited consolidated financial statements included in this report.
 
We are currently in negotiations with a group of lenders for a new long-term asset-backed lending facility, which we expect to have completed in the fourth quarter of 2020.
 
As at September 26, 2020, we had borrowings of $0.3 million (€0.3 million) outstanding under a $7.0 million (€6.0 million) revolving credit facility used to fund the activities of our Bulgarian sunflower processing operations. The next maturity date of this annual facility is April 30, 2021. For more information on the Bulgarian credit facility, see note 7(2) to the unaudited consolidated financial statements included in this report.
 
On October 20, 2016, SunOpta Foods issued $231.0 million of 9.5% Senior Secured Second Lien Notes due October 9, 2022 (the "Notes"). As at September 26, 2020, the outstanding principal amount of the Notes was $223.5 million. For more information on the Notes, see note 7(3) to the unaudited consolidated financial statements included in this report.
On October 7, 2016, SunOpta Foods issued 85,000 shares of Series A Preferred Stock (the "Series A Preferred Stock") for $85.0 million. The Series A Preferred Stock had an initial liquidation preference of $1,000 per share and is currently exchangeable into shares of our common stock at an exchange price of $7.00 per share. Cumulative preferred dividends accrue daily on the Series A Preferred Stock at an annualized rate of 8.0% of the liquidation preference prior to October 5, 2025, which presently equates to quarterly dividend distributions of approximately $1.8 million, and 12.5% of the liquidation preference thereafter. Prior to October 5, 2025, SunOpta Foods may pay dividends in cash or elect, in lieu of paying cash, to pay in kind by adding the amount that would have been paid to the liquidation preference. For quarterly periods prior to the first quarter of 2020, dividends declared on the Series A Preferred Stock were paid in cash by SunOpta Foods. For the first and second quarters of 2020, SunOpta Foods elected to declare dividends on the Series A Preferred Stock to be paid in kind and, as a result, the aggregate liquidation preference increased by $3.4 million to $88.4 million. For more information on the Series A Preferred Stock, see note 8 to the unaudited consolidated financial statements included in this report.
 
On April 24, 2020, SunOpta Foods issued 30,000 shares of Series B-1 Preferred Stock (the "Series B-1 Preferred Stock") for $30.0 million. The Series B-1 Preferred Stock has an initial liquidation preference of $1,000 per share and is exchangeable into shares of our common stock at an exchange price of $2.50 per share. Cumulative preferred dividends accrue daily on the Series B-1 Preferred Stock at an annualized rate of 8.0% of the liquidation preference prior to September 30, 2029, which presently equates to quarterly dividend distributions of approximately $0.6 million, and 10.0% of the liquidation preference thereafter. Prior to September 30, 2029, SunOpta Foods may pay dividends on the Series B-1 Preferred Stock in cash or in kind. For the second quarter of 2020, SunOpta Foods elected to declare dividends on the Series B-1 Preferred Stock to be paid in kind and, as a result, the aggregate liquidation preference increased by $0.4 million to $30.4 million. For more information on the Series B Preferred Stock, see note 8 to the unaudited consolidated financial statements included in this report.
 
SUNOPTA INC.54September 26, 2020 10-Q

On April 10, 2020, we entered into a master lease agreement that provides up to $20 million of equipment financing to support the expansion of our plant-based ingredient extraction capabilities at our Alexandria, Minnesota, facility. On June 18, 2020, we entered into another master lease agreement that provides up to $15 million of equipment financing to support the expansion of our plant-based beverage processing and packaging capabilities at our facilities in Modesto, California and Allentown, Pennsylvania. We currently expect each of these expansion projects to be completed in the fourth quarter of 2020.
 
In order to finance significant acquisitions, if any, that may arise in the future, we may need additional sources of cash that we could attempt to obtain through a combination of additional bank or subordinated financing, a private or public offering of debt or equity securities, or the issuance of common stock as consideration in an acquisition. There can be no assurance that these types of financing would be available at all or, if so, on terms that are acceptable to us.
 
In the event that we require additional liquidity due to market conditions, unexpected actions by our lenders, changes to our growth strategy, reduced earnings, or other factors, our ability to obtain any additional financing on favorable terms, if at all, could be limited. In order to reduce our indebtedness and improve our position to obtain additional financing, we may explore the sale of selected businesses or assets from time to time.
 
Cash Flows
 
Third Quarter of 2020 Compared to Third Quarter of 2019
 
Net cash and cash equivalents decreased $0.7 million in the third quarter of 2020 to $0.9 million as at September 26, 2020, compared with $1.6 million as at June 27, 2020.
 
Cash provided by operating activities was $20.2 million in the third quarter of 2020, compared with $4.3 million in the third quarter of 2019, an increase in cash provided of $15.9 million, which mainly reflected a period-over-period increase in our operating results, before changes in working capital, of $17.4 million. Cash provided by changes in working capital was $3.5 million in the third quarter of 2020, compared with $5.0 million in the third quarter of 2019. The $1.5 million period-over-period decrease in cash provided by changes in working capital mainly reflected increased accounts receivable from higher sales, partially offset by the later timing of purchases of frozen fruit inventories, due to the short supply of strawberries from California.
 
Cash used in investing activities related to capital expenditures was $11.8 million in the third quarter of 2020, compared with $7.6 million in the third quarter of 2019, an increase in cash used of $4.2 million. Capital expenditures in the third quarter of 2020 mainly related to the expansion of our plant-based beverage processing and ingredient extraction capabilities, and these expenditures do not include amounts being financed under leasing arrangements.
 
Cash used in financing activities was $9.1 million in the third quarter of 2020, compared with cash provided of $3.0 million in the third quarter of 2019, an increase in cash used of $12.1 million. Net borrowings under our line of credit facilities decreased $7.5 million in the third quarter of 2020, reflecting our improved operating performance, partially offset by capital expenditures. The $4.6 million increase in net borrowings under the line of credit facilities in the third quarter of 2019 reflected funds for capital expenditures.
 
First Three Quarters of 2020 Compared to First Three Quarters of 2019
 
Net cash and cash equivalents decreased $0.6 million in the first three quarters of 2020 to $0.9 million as at September 26, 2020, compared with $1.5 million as at December 28, 2019.
Cash provided by operating activities was $57.6 million in the first three quarters of 2020, compared with cash used of $26.4 million in the first three quarters of 2019, an increase in cash provided of $84.0 million, which reflected a year-over-year increase in operating results, before changes in working capital, of $50.1 million. Cash provided by changes in working capital was $11.8 million in the first three quarters of 2020, compared with cash used of $22.1 million in the first three quarters of 2019. The $33.9 million year-over-year increase in cash provided by changes in working capital reflected lower inventories of organic ingredients (due to reduced inventory positions, including the exit from certain bulk categories) and frozen fruit (due to higher sales volumes and lower fruit supply), partially offset by increased accounts receivable from higher sales.
 
SUNOPTA INC.55September 26, 2020 10-Q

Cash used in investing activities related to capital expenditures was $27.9 million in the first three quarters of 2020 (reflecting spending on the plant-based expansion projects identified above for the third quarter, together with the addition of new automation at our frozen fruit facilities), compared with $24.9 million in the first three quarters of 2019. Net proceeds from the sale of the soy and corn business were $64.7 million in the first three quarters of 2019.
 
Cash used in financing activities was $30.4 million in the first three quarters of 2020, compared with $11.0 million in the first three quarters of 2019, an increase in cash used of $19.4 million. Net borrowings under our line of credit facilities decreased $48.6 million in the first three quarters of 2020, reflecting our improved operating performance and net proceeds of $26.8 million from the issuance of Series B-1 Preferred Stock, together with lower working capital, partially offset by capital expenditures. The $6.7 million decrease in net borrowings under the line of credit facilities in the first three quarters of 2019 reflected the initial application of the net proceeds from the soy and corn business, partially offset by higher working capital and capital expenditures.
 
Off-Balance Sheet Arrangements
 
There are currently no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition.
 
Contractual Obligations
 
There have been no material changes outside the normal course of business in our contractual obligations since December 28, 2019.
 
Critical Accounting Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, related revenues and expenses, and disclosure of gain and loss contingencies at the date of the financial statements. The estimates and assumptions made require us to exercise our judgment and are based on historical experience and various other factors that we believe to be reasonable under the circumstances. We continually evaluate the information that forms the basis of our estimates and assumptions as our business and the business environment generally changes.
 
There have been no material changes to the critical accounting estimates disclosed under the heading "Critical Accounting Estimates" in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the Form 10-K. For a discussion of new accounting standards, see note 1 to the unaudited consolidated financial statements included in this report.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

For quantitative and qualitative disclosures about market risk, see Part II, Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," of the Form 10-K.  There have been no material changes to our exposures to market risks since December 28, 2019.

Item 4.  Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
Our management has established disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within time periods specified in the Securities and Exchange Commission's rules and forms. Such disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management to allow timely decisions regarding required disclosure.
 
SUNOPTA INC.56

September 26, 2020 10-Q


Under the supervision and with the participation of our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), we conducted an evaluation of our disclosure controls and procedures (as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act) as of the end of the period covered by this quarterly report. Based on this evaluation, our CEO and our CFO concluded that our disclosure controls and procedures were effective as of September 26, 2020.
 
Changes in Internal Control Over Financial Reporting
 
Our management, with the participation of our CEO and CFO, has evaluated whether any change in our internal control over financial reporting (as such term is defined under Rule 13a-15(f) promulgated under the Exchange Act) occurred during the quarter ended September 26, 2020. Based on that evaluation, management concluded that there were no changes in our internal control over financial reporting during the quarter ended September 26, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
SUNOPTA INC.57

September 26, 2020 10-Q


 
 

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

For a discussion of legal proceedings, see note 13 to the unaudited consolidated financial statements included under Part I, Item 1 of this report.

Item 1A.  Risk Factors

Certain risks associated with our operations are discussed in Item 1A "Risk Factors" of our Annual Report on Form 10-K for the year ended December 28, 2019.  Except as described below, there have been no material changes to the previously reported risk factors as of the date of this quarterly report.  Our previously reported risk factors, together with the information below, should be carefully reviewed in connection with an evaluation of our Company.

Risks Related to Our Business

The COVID-19 pandemic has significantly impacted worldwide economic conditions and could have a material adverse effect on our business and financial results

Our business and financial results may be negatively impacted by the 2019 novel coronavirus (COVID-19) pandemic, including causing significant volatility in customer demand for our products, changes in consumer behaviour and preference, disruptions in our supply chain operations, disruptions to our business expansion plans, limitations on our employees' ability to work and travel, significant changes in the economic conditions in markets in which we operate and related currency and commodity volatility, and pressure on our liquidity.  In addition, while we have not experienced any material interruptions in our plant operations to date, and our facilities have largely been exempt from government closure orders where applicable, it is possible during the pandemic that we could experience employee absences that cause interruptions in our plant operations, and we may not be exempt from future government closure orders depending on the specific circumstances.  Despite our efforts to manage these impacts, they also depend on factors beyond our knowledge or control, including the duration and severity of the COVID-19 pandemic and actions taken to contain its spread and mitigate its public health effects.  As a result, we cannot reasonably estimate the negative impact of the COVID-19 pandemic on our business and financial results, but the impact could be material and last for an extended period.

Item 6.  Exhibits

The following exhibits are included as part of this report.

                                                                                             
SUNOPTA INC.58September 26, 2020 10-Q

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
10.1*†

SunOpta Inc. 2020 Short Term Incentive Plan

  
10.2*†

SunOpta Inc. 2020 Long Term Incentive Plan Summary

  
31.1*Certification by Joseph D. Ennen, Chief Executive Officer, pursuant to Rule 13a - 14(a) under the Securities Exchange Act of 1934, as amended.
  
31.2*Certification by Scott Huckins, Chief Financial Officer, pursuant to Rule 13a - 14(a) under the Securities Exchange Act of 1934, as amended. 
  
32*Certifications by Joseph D. Ennen, Chief Executive Officer, and Scott Huckins, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350.
  
101.INS*XBRL Instance Document
  
101.SCH*XBRL Taxonomy Extension Schema Document
  
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
  
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
  
101.LAB*XBRL Taxonomy Extension Label Linkbase Document
  
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document
  
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
      

*  Filed herewith.

 Indicates management contract or compensatory plan or arrangement.

      
                                                                                             
SUNOPTA INC.59September 26, 2020 10-Q

      

SIGNATURES

      

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

                                                                                                                                                                                                                                                   
 SUNOPTA INC.
  
Date: October 30, 2020/s/ Scott Huckins
 Scott Huckins
 Chief Financial Officer
(Authorized Signatory and Principal Financial Officer)
      
      
                                                                                             
SUNOPTA INC.60September 26, 2020 10-Q