10-Q

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)

Canada	Not 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 I	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Consolidated Statements of Operations for the quarters and three quarters ended September 26, 2020 and September 28, 2019	7
	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 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3	Quantitative and Qualitative Disclosures about Market Risk	56
Item 4	Controls and Procedures	56
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	58
Item 1A	Risk Factors	58
Item 6	Exhibits	58

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. 7 September 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. 8 September 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. 9 September 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. 10 September 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. 11 September 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. 12 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)

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. 13 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)

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. 14 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)

			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. 15 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)

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. 16 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)

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. 17 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)

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. 18 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)

(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. 19 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)

(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. 20 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)

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. 21 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)

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. 22 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)

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. 23 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)

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. 24 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)

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. 25 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)

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. 26 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)

(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. 27 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)

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. 29 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)

	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. 31 September 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. 32 September 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. 33 September 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. 34 September 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. 35 September 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. 36 September 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. 37 September 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. 38 September 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. 39 September 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. 40 September 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. 41 September 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. 42 September 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. 43 September 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. 44 September 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. 45 September 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. 46 September 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. 47 September 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. 48 September 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. 49 September 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. 50 September 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. 51 September 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. 52 September 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. 53 September 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. 54 September 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. 55 September 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. 58 September 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
104	Cover 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. 59 September 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. 60 September 26, 2020 10-Q

EX-10.1

2020

Short Term Incentive Plan

2020 SHORT TERM INCENTIVE PLAN

The following are the terms of the SunOpta Inc. (the "Company") 2020 Short Term Incentive Plan (the "STIP" or "Plan") for certain employees of the Company and its subsidiaries and affiliates. References to the "Company" shall be deemed to refer instead to a subsidiary or affiliate as the context requires for a particular employee, employed by such subsidiary or affiliate.

1.Purpose.

The purpose of the STIP is to establish goal alignment across the Company and recognize individual impact on organizational performance. The STIP is designed to focus employees on desired behaviors and link the short-term incentive with demonstrated results.

2.Eligibility.

Participation of the Company's employees in the STIP will be determined by the Company in its sole discretion, and employment by the Company does not automatically entitle an employee to participate. Eligibility for the STIP is limited to regular full-time employees of the Company and its subsidiaries and affiliates who are part of the office job grade structure as determined by the Company (collectively, the "Employees" or "Participants"). Newly hired Employees who meet the criteria for participation are eligible to earn a pro-rated bonus based on their date of hire through the end of the applicable fiscal year, except that employees hired after October 31^st of fiscal year 2020 will not be eligible to participate in the STIP until the following fiscal year.

For 2020, the STIP program will consist of three different plans:  a CPG plan, a C-Suite plan, and a Tradin plan (as further described in Section 5).  The results of the CPG and Tradin plans are independent of each other.  The results of the C-Suite plan are based on the combined financial performance of the CPG and Tradin business units.  The results for all plans are based on the tables provided in Section 5.

Participants in the CPG plan will be assigned into one of two groups.  Participants with a job grade of 17-25 will be assigned to an equity group that will be granted Performance Share Units (PSUs) in April of 2020, with a 1-year vesting period.  The percentage of shares that vest will be determined by 2020 CPG Adjusted EBITDA, noted in the payout tables below.  Participants in job grades 11-16 will be assigned to a cash group.  The cash group will receive their STIP payout (if earned) via a cash payment made through payroll, in April of 2021.  For the Tradin plan, all Tradin Employees will be eligible for quarterly cash payouts as part of the 2020 Plan and based on achievement in the payout tables below. All C-Suite Participants will be granted PSUs for the C-suite plan, and the shares will vest in April 2021, depending on Company Adjusted EBITDA for the fiscal year 2020.  For all plans, Participants must be employed at the time of the bonus payout or share vesting to receive it, except as provided in Section 11 or as otherwise required by law.

3.Target Bonus.

The Company will assign to each Participant a target bonus expressed as a percentage of the Participant's earnings during the fiscal year as calculated by the Company. For this purpose, earnings refer to the base salary for exempt Employees. For non-exempt Employees earnings are W-2 earnings paid during the year. In the event an Employee experiences a change in position or target percentage during the year, a manual prorated calculation will be administered. The target bonus percentage varies by level of responsibility within the Company. The Human Resources Department maintains the list of Participants and their target bonus percentages. Target bonus percentages for executive officers and other Participants who are members of the "Senior Leadership Team" as identified by the Compensation Committee of the Company's Board of Directors (the "Compensation Committee") will be established by the Compensation Committee. For cash Participants, the target bonus for each Participant (the "Target Bonus") is determined by multiplying the Employee's earnings during the fiscal year by the target bonus percentage.  For equity Participants, the Target Bonus for each Participant is determined by multiplying the Employee's base salary as of the beginning of the fiscal year by the target bonus percentage.  For Equity Participants who receive a STIP target change during the year, due to promotion or other reasoning, their Performance Shares will be pro-rated to account for the change in target.  Similarly, Cash Participants who receive a STIP target change during the year, due to promotion or other reasoning, will have their STIP payout pro-rated based on the time worked while at each STIP target.

For the CPG and C-Suite plans, an Employees' target bonus payment is comprised of 2 main components. The first component, or corporate component, is dependent on CPG or Company Adjusted EBITDA and is 50% of the target bonus.  An Employee may earn up to 200% payout with regards to the corporate component. The second component, or individual component is dependent on the achievement of the Employee's defined performance objectives for the 2020 year and is 50% of the target bonus. Based on his/her/their individual performance, an Employee may receive anywhere between 0-100% of the individual component payout.  The individual component payout cannot exceed the individual component.  Additionally, if the Employee is recognized as a top performer by the Senior Leadership Team, the Employee may receive a discretionary amount that can bring his/her/their total payout to a maximum of 200% of target.  For the Tradin plan, an Employees' target bonus payment is comprised of 2 main components. The first component, or corporate component, is dependent on Tradin Adjusted EBITDA and is 75% of the target bonus.  An Employee may earn up to 200% payout with regards to the corporate component. The second component, or individual component is dependent on the achievement of the Employee's defined performance objectives for the 2020 year and is 25% of the target bonus.  25% of the quarterly target is carried over to the end of the year, and the Employee will earn the payout if he/she/they achieve the individual performance metric, as determined by management, and the HR department.

4.Minimum Thresholds and Modifications.

(a)Minimum Thresholds.  For fiscal 2020, notwithstanding any provision in the Plan, no bonuses (annual or quarterly) will be paid for the respective plan if:

(1)For the CPG plan, Gross CPG Adjusted EBITDA for the 2020 fiscal year is less than $44.98M USD

(2)For the C-Suite plan, Gross Company Adjusted EBITDA for the 2020 fiscal year is less than 69.80M USD

(3)For the Tradin plan, no quarterly payment will be paid if quarterly Tradin Adjusted EBITDA is less than:

a.Q1 - €6.42M

b.Q2 - €6.73M

c.Q3 - €6.07M

d.Q4 - €7.04M

(b)Modification of Bonus Amounts.

(1)Modifications due to Bonus Pool.  The STIP is funded through the creation of a bonus pool established by the Compensation Committee based on the Company's performance, and the Company may reduce any bonus payouts under the Plan proportionally in the event the total bonus calculations under the Plan of the Company exceed the bonus pool.  Furthermore, if the total bonus calculations under the Plan are less than the bonus pool, the surplus shall, in the judgment of the Board of Directors, be retained by the Company in full or in part or allocated in a manner determined by the Board of Directors, which may include disproportionate allocations to some Participants in the discretion of the Board of Directors.  In the event of a surplus, the Compensation Committee, with respect to Participants who are members of the Senior Leadership Team, and the Plan Administrator, with respect to other Participants, shall make recommendations to the Board of Directors with respect to bonus payments from the surplus, and the Board of Directors shall make all determinations with respect to any payments from the surplus.     

5.Performance Targets; Payout.

For Participants who support multiple business units or provide general Company support as determined by the Company (the "C-Suite Plan"), payouts under the STIP will be based on the level of achievement of Company Adjusted EBITDA determined in accordance with Section 5(a). The annual bonus amount paid under the STIP to a C-Suite plan Participant shall be equal to the Participant's Target Bonus multiplied by the Company Adjusted EBITDA Payout Factor, all as calculated in accordance with (including definitions set forth in) this Section 5 and subject to any adjustment pursuant to the terms of the Plan.

For Participants who support the CPG business unit as determined by the Company (the "CPG Plan") payouts under the STIP will be based on the level of achievement of Company Adjusted EBITDA in accordance with Section 5(b). 

(a)Company Adjusted EBITDA. The "Company Adjusted EBITDA Payout Factor" shall be determined under the table below based on Company Adjusted EBITDA for the fiscal year as a percentage of Company Adjusted EBITDA as set forth in the base budget approved by the Board of Directors for the fiscal year:

Company Adjusted EBITDA	Corporate Component Payout Factor
less than 69.80M	0%
69.80M	50%
76.26M	75%
$82.72M	100%

If Company Adjusted EBITDA is between any two adjacent data points set forth in the first column of the above table, the Company Adjusted EBITDA Payout Factor shall be determined by interpolation between the corresponding data points in the second column of the table as follows: the difference between Company Adjusted EBITDA and the next lower data point in the first column shall be divided by the difference between the next higher data point and the next lower data point in the first column, the resulting fraction shall be multiplied by the difference between the two corresponding data points in the second column of the table, and the resulting product shall be added to the lower corresponding data point in the second column of the table, with the resulting sum being the Company Adjusted EBITDA Payout Factor.

"Company Adjusted EBITDA" for a fiscal year shall be operating income plus depreciation, amortization and stock-based compensation, as calculated by the Company based on the Company's audited financials and consistent with the Company's calculation of Adjusted EBITDA as a non-GAAP financial measure reported to its shareholders, subject to adjustment in accordance with this Section 5(a). Adjustments to Adjusted EBITDA may be made by the Board of Directors in the event of the occurrence of unusual, extraordinary, non-recurring or other circumstances that, in the judgment of the Board of Directors, would cause the application of the existing performance goals or measures to fail to fairly reflect the performance of the Company. These circumstances may include acquisitions, divestitures, joint ventures, regulatory developments, tax law changes, accounting changes, restructuring or other special charges, and other occurrences.

(b)CPG and Tradin Adjusted EBITDA.  The CPG Adjusted EBITDA Performance Payout Factor shall be determined under the applicable table below based on CPG Adjusted EBITDA for the fiscal year.  The Tradin Adjusted EBITDA Performance Payout Factor shall be determined by the quarterly Tradin adjusted EBITDA targets below.  The payout factor is paid out if the target is achieved.  If the target is not achieved, no quarterly payout is made.

CPG Adjusted EBITDA:

CPG Adjusted EBITDA	CPG Adjusted EBITDA Payout Factor
less than 44.98M	0%
44.98M	50%
49.14M	75%
53.3M	100%

Tradin Adjusted EBITDA:

2020 Fiscal Period	Tradin Adjusted EBITDA Payout Target
Q1	€6.419M
Q2	€6.732M
Q3	€6.070M
Q4	€7.042M

For the CPG plan, the table listed is a sample of potential results. The corporate component payout percentage can range anywhere from 50-200% based on CPG Adjusted EBITDA.

For the Tradin plan, the table listed is a summary of the quarterly Tradin Adjusted EBITDA targets, which must be obtained for a payout to occur.

"Adjusted EBITDA" for each of the business units equals operating income (excluding management fees for all purposes of the calculation) plus depreciation, amortization and stock based compensation, as calculated by the Company based on audited financials and consistent with the Company's calculation of EBITDA as a non-GAAP financial measure reported to its shareholders, subject to adjustment in accordance with this Section 5(b).  Adjustments to the Adjusted EBITDA may be made by the Board of Directors in the event of the occurrence of unusual, extraordinary, non-recurring or other circumstances that, in the judgment of the Board of Directors, would cause the application of the existing performance goals or measures to fail to fairly reflect the performance of the business unit. These circumstances may include acquisitions, divestitures, joint ventures, regulatory developments, tax law changes, accounting changes, restructuring or other special charges, and other occurrences.

In addition to the corporate component adjusted EBITDA metric, STIP payout is dependent upon an individual component.  A Participant can receive 0-100% of this component based on the achievement of the Participant's established goals for the year, as well as his/her/their overall individual performance.  The individual component payout cannot exceed the corporate component payout.  Together, the components cannot exceed a payout of more than 150% of a Participant's target payout. 

A Participant can receive an additional, discretionary amount, if the Participant is determined to be a top performer by the Senior Leadership Team.  If the Participant receives the discretionary portion, the total payout of the Participant's bonus cannot exceed 200% of the Participant's target.  For equity Participants, the maximum payout would be 100% vesting of the PSUs and a 100% of target cash payout. 

6.Determination of Achievement of Performance Targets.

Following completion of the Company's audited financial statements, the Compensation Committee will review the level of achievement of Company Adjusted EBITDA, the Company Adjusted EBITDA Payout Factor, Business Unit Adjusted EBITDA and Business Unit Adjusted EBITDA Payout Factor for CPG.  The Tradin financial statements will be reviewed quarterly for their quarterly payout.  The Board of Directors shall make the final determination of all bonus payments.

7.Payment Date.

The payment of annual bonuses, or in the case of Tradin, quarterly bonuses, under the STIP will be made in cash (net of withholding) on a date selected by the Company after the Company's financial statement audits are completed (each a "Payment Date") to Participants who remain employed by the Company on the Payment Date, except as provided in Section 11(a) or as otherwise required by law.  The payment of quarterly bonuses under the Tradin plan are made after the release of the Company's quarterly financial statements.  Employees must be employed at the time of the bonus payout in order to receive the payout.  The vesting of the Performance Shares for Participants on the equity plan will occur 1 year after the grant date of the award, except for equity awards granted in June 2020 will vest in April 2020.  SunOpta will withhold Performance Shares at vesting to cover any taxes due, and Employees will be able to sell or held the net shares at their discretion.

8.Administration and Interpretations of the STIP.

The STIP shall be administered by the Company's Chief Executive Officer (the "Plan Administrator") except to the extent that the STIP provides that certain actions shall be taken by the Compensation Committee.  The Compensation Committee shall have full authority to interpret the STIP. The STIP may be amended in whole or in part from time to time, or terminated in its entirety at any time, by the Compensation Committee.

9.New Hires; Promotions; Leaves of Absence.

An individual who is hired into a position that participates in the STIP may be eligible for a bonus award provided that (a) he or she has been employed full-time since October 31 of that fiscal year as provided in Section 2 and (b) any annual bonus will reflect earnings during the portion of the fiscal year the Participant was employed.  Unless otherwise adjusted by the Plan Administrator or, in the case of the Company's executive officers and other members of the Senior Leadership Team, by the Compensation Committee, mid-year promotions that change a Participant's Target Bonus will be weighted based on the number of days at each Target Bonus level.  Except as required by law, if a Participant is on an approved leave of absence, no annual bonus will be paid to the Participant unless and until the Participant returns to work and any annual bonus will be reduced to reflect a prorated amount by multiplying the annual bonus that would otherwise be paid by a ratio with the numerator equal to the number of dates in the fiscal year the Participant was employed and not on leave and the denominator equal to 365. 

10.Transfers.

Unless otherwise adjusted by the Plan Administrator or, in the case of the Company's executive officers and other members of the Senior Leadership Team, by the Compensation Committee, a Participant who transfers his/her/their employment within the Company from a position that is not eligible to participate in the STIP to a position that is eligible to participate in the STIP (or vice versa) shall have his/her/their bonus calculated under the STIP based on the time spent in the STIP eligible position, and the Participant's bonus will be based on the STIP full year performance, prorated based upon the period the Participant was employed in the STIP eligible position.

11.Termination of Employment. 

(a)Death or Disability.  For a Participant whose employment is terminated due to death or Total Disability, the Participant shall be paid his/her/their bonus based on the Participant's earnings during the portion of the year the Participant was employed.  In the event of death, the payment will be made to the Participant's designated beneficiary or estate. Such bonus payment shall be made on the Payment Date for the Plan year in which the death or disability occurs. The term "Total Disability" means a mental or physical impairment which is expected to result in death or which has lasted or is expected to last for a continuous period of 12 months or more and which causes the Participant to be unable, in the opinion of the Company, to perform his/her/their duties as an employee or officer of the Company.  Total Disability shall be deemed to have occurred on the first day after the Company has made a determination of Total Disability.  For equity Participants, the Participant shall not be entitled to receive any shares with respect to any PSUs as to which the applicable EBITDA hurdle vesting requirements have not been satisfied as of the employment termination date.  Once the STIP components have been confirmed to have met the applicable performance metrics, share vesting will occur.

(b)Other Terminations. Except as expressly provided in Section 11(a) and as otherwise required by law, termination of employment by a Participant or termination of a Participant's employment by the Company for any reason or no reason shall result in no bonus payment for the fiscal year in which such termination occurs and, if such termination occurs before the Payment Date for the prior plan year, forfeiture of any bonus for such year.

12.Clawback. 

Notwithstanding any provision in the Plan to the contrary, all compensation paid to a Participant pursuant to the Plan is subject to recovery under the Company's clawback policy or any law, government regulation or stock exchange listing requirement and will be subject to such deductions and clawback as may be made pursuant to such policy, law, government regulation, or stock exchange listing requirement, all as determined by the Compensation Committee.  The Company's current clawback policy is subject to revision by the Compensation Committee at any time and from time to time.

13.General Provisions.

(a)Withholding of Taxes; 409A. The Company shall have the right to withhold the amount of taxes, which it determines is required to be withheld under law with respect to any amount payable under this STIP.  For US employees, each bonus under the STIP is intended to be treated as a short-term deferral for purposes of Section 409A of the United States Internal Revenue Code of 1986, as amended, and the STIP shall be interpreted in a manner consistent with such intent.  For employees with vesting Performance Shares, the Company shall withhold shares from each Participant to cover the income tax due at the time of the share vesting.

(b)No Prior Right or Offer. Except and until expressly granted pursuant to the STIP, nothing in this STIP shall be deemed to give any Employee any contractual or other right to participate in the benefits of the STIP. No award to any such Participant in any Plan period shall be deemed to create a right to receive any award or to participate in the benefits of the STIP in any subsequent year.

14.Limitations.

(a)No Continued Employment. Neither the establishment of the STIP nor the grant of an award hereunder shall be deemed to constitute an express or implied contract of employment with any Participant for any period of time, or change an Employee's "at will" status, or in any way abridge the rights of the Company to determine the terms and conditions of employment or to terminate the employment of any Employee with or without cause, at any time.

(b)Not Part of Other Benefits. The benefits provided in this STIP shall not be deemed a part of any other benefit provided by the Company to its employees. The Company assumes and shall have no obligation to Participants except as expressly provided in this STIP.

EX-10.2

2020

Long Term Incentive Plan Summary

2020 LONG TERM INCENTIVE PLAN

Executive Summary

Under the Amended 2013 Stock Incentive Plan (Plan), the Company is authorized to issue a variety of forms of equity awards, including stock options, Restricted Stock Units (RSUs) and Performance Share Units (PSUs).  The use of a combination of forms of equity, such as stock options, RSUs or PSUs, is expected to better align management with the interests of shareholders. 

SunOpta's Compensation Committee (Committee) has adopted a long-term incentive program customized to align with business strategy, and the need to recruit, retain, and motivate outstanding executive talent.  The following are the key features for the Long Term Incentive Program for 2020 (LTIP):

• Market competitive long-term incentive award opportunities
• Long-term incentives for management personnel will be granted in three forms:
  • Performance Share Units
  • Stock Options
  • Restricted Stock Units
• Performance Share Units:  Each participant will be granted an award for a specified number of PSUs, with the actual number of shares issued to the participant to be determined based on the achievement of specified adjusted EBITDA hurdles during a three-year period from the grant date through December 31, 2022 and continued employment through the vesting date.
• Stock Options:  Each participant will be granted an option to purchase a specified number of shares of common stock, exercisable after it is vested, with the exercise price established at the time of grant.  Stock options have ratable vesting and vest in one-third increments on the anniversary of the grant date, subject to continued employment.
• Restricted Stock Units.  Each participant will be granted an award for a specified number of RSUs, with vesting of one-third of the RSUs on each of the first three anniversaries of the grant date, subject to continued employment.

The remainder of this summary document provides details regarding this strategy.

I.Purpose of Awards

The purpose of the LTIP is to align the interests of our executives and general leadership with those of our shareholders by rewarding leadership for creating shareholder value over the long term, requiring and expanding stock ownership, and assisting with attracting and retaining outstanding talent.

The Committee intends for the equity awards made in 2020 to the Senior Leadership Team and other leadership positions to represent one year of long-term incentive compensation.

II.Allocation of Awards

The LTIP provides flexibility for the Committee to customize the grants under the LTIP to align with the strategies of the organization.  The Committee will determine an LTIP percentage for each participant, and this percentage will be multiplied by the participant's current annual salary at the time of grant to determine the participant's Target LTIP Amount.

92377926.3 0037999-00051	2020 Long-Term Incentive Plan	Page 2
SunOpta Inc. Created: August 10, 2020 Updated:

Senior Leadership Team

For 2020, the Committee has selected the following allocation of LTIP awards to members of the Senior Leadership Team:

• 50% of the LTIP award in the form of PSUs,
• 25% of the LTIP award in the form of stock options, and
• 25% of the LTIP award in the form of RSUs.

Members of the Senior Leadership team are given the choice to exchange 100% or 50% of their Restricted Stock Units for additional stock options, at a ratio of 3:1 stock options to RSUs.

Other Leadership

For 2020, the Committee has selected the following allocation for LTIP awards to other leadership positions who are not members of the Senior Leadership Team, with awards having the same vesting applicable to awards to the Senior Leadership Team:

• 33% of the LTIP award in the form of PSUs,
• 33% of the LTIP award in the form of stock options, and
• 33% of the LTIP award in the form of RSUs.

  All awards are subject to the terms of the Plan and the applicable award agreements. 

Stock Options

Stock options are awarded with an exercise price equal to the closing price of the common stock on July 9^th, 2020, the date before the grant date of the award.  The options have three-year ratable vesting in order to encourage retention, with 1/3 of the options vesting on each anniversary of the grant date, subject to continued employment.  Stock options may be exercised any time after vesting until 10 years after the grant date, subject to the terms of the applicable option agreement.

Performance Share Units

PSUs represent a right to receive stock if the Company achieves specified adjusted EBITDA during the period from the beginning of fiscal 2020, through December 31^st, 2022 (the Performance Period) and the participant remains employed by the Company at the time the vesting occurs.  The number of shares vesting to a participant will vary based on achievement of the specified annual adjusted EBITDA figures, during the Performance Period and may be zero.  PSUs will vest upon achievement of the following performance hurdles:

• One-third of the PSUs will vest if adjusted EBITDA achieves the $80M hurdle
• An additional one-third of the PSUs will vest if adjusted EBITDA achieves the $100M hurdle, and
• An additional one-third of the PSUs will vest if adjusted EBITDA achieves the $110M hurdle.

Vesting is subject to the participant's continued employment through the vesting date of the applicable performance hurdle and may not occur prior to the one year anniversary of the grant date.  Annual Adjusted EBITDA will be determined after the annual financial results of SunOpta are signed off by the Board of Directors.  If the minimum Adjusted EBITDA amount of $80M is not met during the Performance Period, no shares will be issued.  If an Adjusted EBITDA amount of $110M is achieved during the Performance Period, then all shares will be issued.

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SunOpta Inc. Created: August 10, 2020 Updated:

Restricted Stock Units

RSUs represent a right to receive stock, with shares of stock transferred to a participant following the applicable vesting date based on continued employment until that vesting date.  The RSUs encourage retention and vest in equal annual installments during the three-year period following the grant date.

Grant Eligibility

Participation in the LTIP as a member of the Senior Leadership Team will be determined by the Committee, taking into account the recommendations of the CEO.  Subject to approval by the Committee, the CEO will determine all other leadership participants, in consultation with members of the Senior Leadership Team.

Individuals who become eligible for participation in the LTIP after the annual grant may, at the discretion of the Committee, participate on a full or pro-rata basis. 

III.Termination of Employment

The applicable award agreements set forth treatment of the awards upon termination of employment.  The following is a summary of those provisions:

Stock Options

• General Rule. Except as provided below, options may not be exercised unless at the time of exercise the optionee is employed by the Company and shall have been so employed or provided such service continuously since the grant date.
• Termination Generally.  If employment by the Company is terminated for any reason (except under certain circumstances following a Change in Control (as defined in the Plan)), all unvested options will be forfeited.  If employment by the Company is terminated for any reason other than because of Total Disability or death or following a Change in Control as provided below, vested but unexercised options at the date of termination may be exercised at any time before the expiration date applicable to the option or the expiration of 30 days after the date of termination, whichever is the shorter period.
• Termination Because of Total Disability.  If employment by the Company is terminated because of Total Disability, vested but unexercised options at the date of termination may be exercised at any time before the expiration date applicable to the option or before the date 12 months after the date of termination, whichever is the shorter period.  The term "Total Disability" means a mental or physical impairment which is expected to result in death or which has lasted or is expected to last for a continuous period of 12 months or more and which causes the optionee to be unable, in the opinion of the Company, to perform his or her duties as an employee of the Company. 
• Termination Because of Death.  If employment by the Company is terminated due to death, vested but unexercised options may be exercised at any time before the applicable expiration date or before the date 12 months after the date of death, whichever is the shorter period, but only by the person or persons to whom the optionee's rights under the option shall pass by the optionee's will or by the laws of descent and distribution of the state or country of domicile at the time of death.

92377926.3 0037999-00051	2020 Long-Term Incentive Plan	Page 4
SunOpta Inc. Created: August 10, 2020 Updated:

• Termination following a Change in Control. Options will vest if a Change in Control occurs and at any time within 12 months after the Change in Control, the participant's employment is terminated by the Company (or its successor) without Cause (as defined in the award agreement) or the participant's employment is terminated by the optionee for Good Reason (as defined in the award agreement), provided that the participant executes and delivers a release of claims in accordance with the award agreement.  Options that become vested in accordance with this provision may be exercised at any time before the expiration date of the option or the expiration of 45 days after the employment termination date, whichever is the shorter period.
• Failure to Exercise Option.  To the extent that following termination of employment, an option is not exercised within the applicable periods described above, all further rights to purchase shares pursuant to the option shall cease and terminate.

PSUs

• Termination for Any Reason.  If employment by the Company is terminated for any reason, all unvested PSUs will be forfeited, except as summarized below in the event of death or Total Disability or following a Change in Control. 
• Termination Because of Total Disability. If employment with the Company is terminated at any time prior to the end of the Performance Period because of Total Disability, any unvested PSUs as to which the applicable Adjusted EBITDA performance hurdle vesting requirements have been satisfied as of the employment termination date shall immediately vest as of the employment termination date and any such PSUs that so vest shall be settled in accordance with the terms of the award agreement.  A participant shall not be entitled to receive any shares with respect to any PSUs as to which the applicable Adjusted EBITDA performance hurdle vesting requirements have not been satisfied as of the employment termination date. 
• Termination Because of Death. If employment by the Company is terminated at any time prior to the end of the Performance Period because of death, any unvested PSUs as to which the applicable Adjusted EBITDA performance hurdle requirements have been satisfied as of the date of death shall immediately vest and any such PSUs that so vest shall be settled in accordance with the terms of the award agreement.  A participant's beneficiaries shall not be entitled to receive any shares with respect to any PSUs as to which the applicable Adjusted EBITDA performance hurdle vesting requirements have not been satisfied as of date of death.
• Termination following a Change in Control.  If a Change in Control occurs and the participant's employment with the Company is terminated by the Company (or its successor) without Cause or by the participant with Good Reason at any time within 12 month following the Change in Control and prior to the end of the Performance Period, any unvested PSUs as to which the applicable Adjusted EBITDA performance hurdle vesting requirements have been satisfied as of the date of the Change in Control shall immediately vest as of the date of employment termination and any such PSUs that vest in accordance with this provision shall be settled in accordance with the terms of the award agreement, provided that the participant executes and delivers a release of claims in accordance with the award agreement.  The participant will not be entitled to receive any shares with respect to any PSUs as to which the applicable Adjusted EBITDA performance hurdle vesting requirements have not been satisfied as of the Change in Control.

92377926.3 0037999-00051	2020 Long-Term Incentive Plan	Page 5
SunOpta Inc. Created: August 10, 2020 Updated:

RSUs

• Termination Generally.  If employment by the Company is terminated for any reason, including death or disability, all unvested RSUs will be forfeited, except as described below in certain circumstances following a Change in Control. 
• Termination following a Change in Control. RSUs will vest if a Change in Control occurs and at any time within 12 months after the Change in Control, the participant's employment is terminated by the Company (or its successor) without Cause or the participant's employment is terminated by the participant for Good Reason, provided that the participant executes and delivers a release of claims in accordance with the award agreement.

IV.Terms and Conditions

PSUs, RSUs and stock options and any stock issued pursuant to such awards are subject to recovery under the Company's clawback policy or any law, government regulation or stock exchange listing requirement and will be subject to such deductions and clawback made pursuant to such policy, law, government regulation, or stock exchange listing requirement, all as determined by the Board of Directors or the Compensation Committee.  The Company's current clawback policy is subject to revision by the Board or Compensation Committee at any time and from time to time.

This document is a summary only and does not include all of the terms and conditions of the awards under the LTIP.  The LTIP awards are governed by the terms of the Amended 2013 Stock Incentive Plan and applicable award agreements and not by this summary. 

92377926.3 0037999-00051	2020 Long-Term Incentive Plan	Page 6
SunOpta Inc. Created: August 10, 2020 Updated:

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a)

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph D. Ennen, certify that:

(1)	I have reviewed this quarterly report on Form 10-Q of SunOpta Inc. for the quarter ended September 26, 2020;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a -15(f) and 15d -15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Joseph D. Ennen

Joseph D. Ennen

Chief Executive Officer
SunOpta Inc.

Date: October 30, 2020

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a)

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott Huckins, certify that:

(1)	I have reviewed this quarterly report on Form 10-Q of SunOpta Inc. for the quarter ended September 26, 2020;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a -15(f) and 15d -15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Scott Huckins

Scott Huckins

Chief Financial Officer
SunOpta Inc.

Date:  October 30, 2020

EX-32.1

Exhibit 32

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of SunOpta Inc. (the "Company") on Form 10-Q for the quarter ended September 26, 2020 as filed with the Securities and Exchange Commission (the "Report"), I, Joseph D. Ennen, Chief Executive Officer of the Company, and I, Scott Huckins, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, that to our knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date:  October 30, 2020

/s/ Joseph D. Ennen
Joseph D. Ennen

Chief Executive Officer
SunOpta Inc.

/s/ Scott Huckins
Scott Huckins
Chief Financial Officer
SunOpta Inc.

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and should not be deemed to be filed under the Exchange Act by the Company or the certifying officer.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 26, 2020	Oct. 28, 2020
Entity Registrant Name	SUNOPTA INC.
Entity Central Index Key	0000351834
Document Type	10-Q
Document Period End Date	Sep. 26, 2020
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020
Entity Current Reporting Status	Yes
Current Fiscal Year End Date	--01-02
Document Transition Report	false
Document Quarterly Report	true
Entity Common Stock, Shares Outstanding		89,937,726
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Shell Company	false
Entity File Number	001-34198
Entity Address, Address Line One	2233 Argentia Road, Suite 401
Entity Address, City or Town	Mississauga
City Area Code	905
Local Phone Number	821-9669
Entity Address, State or Province	ON
Entity Interactive Data Current	Yes
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	Z4
Entity Address, Postal Zip Code	L5N 2X7
Entity Address, Country	CA
Entity Incorporation, Date of Incorporation	Nov. 13, 1973
The Nasdaq Stock Market | Common Shares
Trading Symbol	STKL
Security Exchange Name	NASDAQ
Title of 12(b) Security	Common Stock
The Toronto Stock Exchange | Common Shares
Trading Symbol	SOY
Title of 12(b) Security	Common Shares

XML

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Income Statement [Abstract]
Revenues	$ 314,981	$ 295,941	$ 961,874	$ 894,220
Cost of goods sold	273,102	269,616	836,583	812,362
Gross profit	41,879	26,325	125,291	81,858
Selling, general and administrative expenses	29,278	27,674	84,783	81,184
Intangible asset amortization	2,543	2,768	7,869	8,202
Other expense (income), net	1,030	3,323	(601)	(39,744)
Foreign exchange loss (gain)	679	(590)	2,969	(1,784)
Earnings (loss) before the following	8,349	(6,850)	30,271	34,000
Interest expense, net	8,017	8,864	24,233	25,857
Earnings (loss) before income taxes	332	(15,714)	6,038	8,143
Provision for (recovery of) income taxes	41	(3,935)	1,623	3,239
Net earnings (loss)	291	(11,779)	4,415	4,904
Earnings (loss) attributable to non-controlling interests	202	(30)	(42)	59
Earnings (loss) attributable to SunOpta Inc.	89	(11,749)	4,457	4,845
Dividends and accretion on preferred stock	(2,844)	(2,009)	(7,473)	(6,005)
Loss attributable to common shareholders	$ (2,755)	$ (13,758)	$ (3,016)	$ (1,160)
Loss per share
Basic (in dollars per share)	$ (0.03)	$ (0.16)	$ (0.03)	$ (0.01)
Diluted (in dollars per share)	$ (0.03)	$ (0.16)	$ (0.03)	$ (0.01)
Weighted-average common shares outstanding (000s)
Basic	89,635	87,928	88,962	87,695
Diluted	89,635	87,928	88,962	87,695

XML

Consolidated Statements of Comprehensive Earnings - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Statement of Comprehensive Income [Abstract]
Net earnings (loss)	$ 291	$ (11,779)	$ 4,415	$ 4,904
Currency translation adjustment	875	(1,265)	976	(2,104)
Comprehensive earnings (loss)	1,166	(13,044)	5,391	2,800
Comprehensive earnings (loss) attributable to non-controlling interests	184	(20)	(67)	71
Comprehensive earnings (loss) attributable to SunOpta Inc.	$ 982	$ (13,024)	$ 5,458	$ 2,729

XML

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

XML

Consolidated Balance Sheet (Parentheticals) - USD ($) $ / shares in Thousands, $ in Thousands	Sep. 26, 2020	Dec. 28, 2019
Statement of Financial Position [Abstract]
Allowance for credit losses	$ 1,891	$ 1,386
Common Stock, No Par Value	$ 0	$ 0
Common Stock Shares Issued	89,893,515	88,089,733

XML

Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands	Common shares [Member]	Additional paid-in Capital [Member]	Accumulated deficit [Member]	Accumulated other comprehensive loss [Member]	Non-controlling interests [Member]	Total
Balance at Dec. 29, 2018	$ 314,357	$ 31,796	$ (206,151)	$ (9,667)	$ 1,504	$ 131,839
Balance (in shares) at Dec. 29, 2018	87,423
Employee stock purchase plan	$ 399					399
Employee stock purchase plan (in shares)	153
Stock incentive plan	$ 3,440	(3,026)				414
Stock incentive plan (in shares)	424
Withholding taxes on stock-based awards		(384)				(384)
Stock-based compensation		5,393				5,393
Dividends on preferred stock			(5,100)			(5,100)
Accretion on preferred stock			(905)			(905)
Net earnings (loss)			4,845		59	4,904
Currency translation adjustment				(2,116)	12	(2,104)
Capital contribution to majority-owned subsidiary					271	271
Dividend paid by subsidiary to non-controlling interest					(31)	(31)
Balance at Sep. 28, 2019	$ 318,196	33,779	(207,311)	(11,783)	1,815	134,696
Balance (in shares) at Sep. 28, 2019	88,000
Balance at Jun. 29, 2019	$ 317,735	31,518	(193,553)	(10,508)	1,798	146,990
Balance (in shares) at Jun. 29, 2019	87,857
Employee stock purchase plan	$ 114					114
Employee stock purchase plan (in shares)	57
Stock incentive plan	$ 347	(295)				52
Stock incentive plan (in shares)	86
Withholding taxes on stock-based awards		(2)				(2)
Stock-based compensation		2,558				2,558
Dividends on preferred stock			(1,700)			(1,700)
Accretion on preferred stock			(309)			(309)
Net earnings (loss)			(11,749)		(30)	(11,779)
Currency translation adjustment				(1,275)	10	(1,265)
Capital contribution to majority-owned subsidiary					68	68
Dividend paid by subsidiary to non-controlling interest					(31)	(31)
Balance at Sep. 28, 2019	$ 318,196	33,779	(207,311)	(11,783)	1,815	134,696
Balance (in shares) at Sep. 28, 2019	88,000
Balance at Dec. 28, 2019	$ 318,456	35,767	(214,931)	(11,271)	1,888	129,909
Balance (in shares) at Dec. 28, 2019	88,090
Employee stock purchase plan	$ 344					344
Employee stock purchase plan (in shares)	99
Stock incentive plan	$ 6,671	(5,580)				1,091
Stock incentive plan (in shares)	1,705
Withholding taxes on stock-based awards		(2,376)				(2,376)
Stock-based compensation		7,915				7,915
Dividends on preferred stock			(6,259)			(6,259)
Accretion on preferred stock			(1,214)			(1,214)
Net earnings (loss)			4,457		(42)	4,415
Currency translation adjustment				1,001	(25)	976
Capital contribution to majority-owned subsidiary					67	67
Dividend paid by subsidiary to non-controlling interest					(66)	(66)
Balance at Sep. 26, 2020	$ 325,471	35,726	(217,947)	(10,270)	1,822	134,802
Balance (in shares) at Sep. 26, 2020	89,894
Balance at Jun. 27, 2020	$ 323,412	34,610	(215,192)	(11,163)	1,637	133,304
Balance (in shares) at Jun. 27, 2020	89,403
Employee stock purchase plan	$ 149					149
Employee stock purchase plan (in shares)	26
Stock incentive plan	$ 1,910	(1,195)				715
Stock incentive plan (in shares)	465
Withholding taxes on stock-based awards		(1,225)				(1,225)
Stock-based compensation		3,536				3,536
Dividends on preferred stock			(2,378)			(2,378)
Accretion on preferred stock			(466)			(466)
Net earnings (loss)			89		202	291
Currency translation adjustment				893	(18)	875
Capital contribution to majority-owned subsidiary					67	67
Dividend paid by subsidiary to non-controlling interest					(66)	(66)
Balance at Sep. 26, 2020	$ 325,471	$ 35,726	$ (217,947)	$ (10,270)	$ 1,822	$ 134,802
Balance (in shares) at Sep. 26, 2020	89,894

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Operating activities
Net earnings (loss)	$ 291	$ (11,779)	$ 4,415	$ 4,904
Items not affecting cash:
Depreciation and amortization	8,669	8,517	26,342	25,005
Amortization of debt issuance costs	1,019	683	3,023	2,022
Deferred income taxes	2,293	(2,732)	5,511	2,239
Stock-based compensation	3,536	2,558	7,915	5,393
Unrealized loss on derivative contracts	629	865	779	577
Gain on settlement of contingent consideration obligation	0	0	(2,286)	0
Loss (gain) on sale of business	0	1,109	0	(44,269)
Other	219	26	118	(108)
Changes in non-cash working capital, net of businesses acquired or sold	3,505	5,042	11,758	(22,146)
Net cash flows from operating activities	20,161	4,289	57,575	(26,383)
Investing activities
Purchases of property, plant and equipment	(11,842)	(7,592)	(27,901)	(24,907)
Net proceeds from sale of business		(3)		64,672
Acquisition of business, net of cash acquired				(3,341)
Other	67		108
Net cash flows from investing activities	(11,775)	(7,595)	(27,793)	36,424
Financing activities
Increase (decrease) under line of credit facilities	(7,549)	4,603	(48,560)	(6,691)
Borrowings under long-term debt		565	155	2,441
Repayment of long-term debt	(809)	(556)	(2,150)	(1,913)
Payment of debt issuance costs	(3)		(2,491)	(395)
Proceeds on issuance of preferred stock, net of issuance costs			26,804
Payment of cash dividends on preferred stock		(1,700)	(1,700)	(5,100)
Proceeds from the exercise of stock options and employee share purchases	864	166	1,435	813
Payment of withholding taxes on stock-based awards	(1,225)	(2)	(2,376)	(384)
Payment of contingent consideration	(300)		(1,400)
Dividend paid by subsidiary to non-controlling interest	(66)	(31)	(66)	(31)
Other		(5)	(4)	211
Net cash flows from financing activities	(9,088)	3,040	(30,353)	(11,049)
Foreign exchange gain (loss) on cash held in a foreign currency	15	(55)	11	(63)
Decrease in cash and cash equivalents in the period	(687)	(321)	(560)	(1,071)
Cash and cash equivalents - beginning of the period	1,625	2,530	1,498	3,280
Cash and cash equivalents - end of the period	$ 938	$ 2,209	$ 938	$ 2,209

XML

Significant Accounting Policies

9 Months Ended

Sep. 26, 2020

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

1. Significant Accounting Policies

Basis of Presentation

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

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

Fiscal Year

The fiscal year of the Company consists 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.

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Revenue

9 Months Ended

Sep. 26, 2020

Revenue from Contract with Customer [Abstract]

Revenue [Text Block]

2.  Revenue

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

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

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

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Sale of Soy and Corn Business

9 Months Ended

Sep. 26, 2020

Sale Of Soy And Corn Business [Abstract]

Sale of Soy and Corn Business [Text Block]

3. Sale of Soy and Corn Business

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

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Value Creation Plan

9 Months Ended

Sep. 26, 2020

Restructuring and Related Activities [Abstract]

Value Creation Plan [Text Block]

4.  Value Creation Plan

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

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

(1) 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).

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Derivative Financial Instruments and Fair Value Measurements

9 Months Ended

Sep. 26, 2020

Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract]

Derivative Financial Instruments and Fair Value Measurements [Text Block]

5.  Derivative Financial Instruments and Fair Value Measurements

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

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

(1) 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.

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.

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Inventories

9 Months Ended

Sep. 26, 2020

Inventory Disclosure [Abstract]

Inventories [Text Block]

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

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Bank Indebtedness and Long-Term Debt

9 Months Ended

Sep. 26, 2020

Debt Disclosure [Abstract]

Bank Indebtedness and Long-Term Debt [Text Block]

7.  Bank Indebtedness and Long-Term Debt

	September 26,	December 28,
	2020	2019
	$	$
Bank Indebtedness
Global Credit Facility(1)	199,654	241,666
Bulgarian credit facility(2)	254	3,870
	199,908	245,536
Long-Term Debt
Senior Secured Second Lien Notes, net of unamortized debt issuance costs of $3,964 (December 28, 2019 - $5,094)(3)	219,534	218,404
Finance lease liabilities(4)	14,518	16,223
Asset-backed term loan	4,173	4,386
Other	5,649	6,178
	243,874	245,191
Less: current portion	3,292	2,987
	240,582	242,204

(1) 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.

(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).

(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.

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Preferred Stock

9 Months Ended

Sep. 26, 2020

Temporary Equity [Abstract]

Preferred Stock [Text Block]

8.   Preferred Stock

Series A Preferred Stock

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

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

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

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

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

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

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

Series B Preferred Stock

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

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

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

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

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

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

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

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

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

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Stock-Based Compensation

9 Months Ended

Sep. 26, 2020

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation [Text Block]

9. Stock-Based Compensation

Short-Term Incentive Plan

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

On April 22, 2020, the Company granted a total of 1,827,435 PSUs to certain employees of the Company under its 2020 Short-Term Incentive Plan. 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.

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.

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Other Expense (Income), Net

9 Months Ended

Sep. 26, 2020

Other Income and Expenses [Abstract]

Other Expense (Income), Net [Text Block]

10.  Other Expense (Income), Net

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

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

(1) 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.

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.

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Loss Per Share

9 Months Ended

Sep. 26, 2020

Earnings Per Share [Abstract]

Loss Per Share [Text Block]

11.  Loss Per Share

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

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

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

(2) 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.

(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.

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Supplemental Cash Flow Information

9 Months Ended

Sep. 26, 2020

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information [Text Block]

12.  Supplemental Cash Flow Information

	Quarter ended				Three quarters ended
	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
	$		$		$		$
Changes in Non-Cash Working Capital, Net of 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		—

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Commitments and Contingencies

9 Months Ended

Sep. 26, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies [Text Block]

13. Commitments and Contingencies

Product Recall

On November 20, 2017, Treehouse Foods, Inc., several of its related entities, and its insurer filed a lawsuit against the Company in the Circuit Court of Cook County, Illinois, titled TreeHouse Foods, Inc. et al. ("TreeHouse") v. SunOpta Grains and Food, Inc.  The Company was served with the Summons and Complaint on January 24, 2018.  After the Company removed the case to the United States District Court for the Northern District of Illinois, the plaintiffs filed an Amended Complaint on April 23, 2018, and a second Amended Complaint on October 12, 2018.  The plaintiffs alleged economic damages resulting from the Company's 2016 voluntary recall of certain roasted sunflower kernel products due to the potential for listeria monocytogenes contamination.  The plaintiffs brought claims for breach of contract, express and implied warranties and product guarantees, negligence, strict liability, negligent misrepresentation, and indemnity seeking $16.2 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.

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.

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Segmented Information

9 Months Ended

Sep. 26, 2020

Segment Reporting [Abstract]

Segmented Information [Text Block]

14.  Segmented Information

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

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

• Global Ingredients includes the sourcing and sale of organic and non-GMO ingredients, including fruits, vegetables, oils, fats, coffee, nuts, dried fruits, sugars, liquid sweeteners, seeds, grains, rice and pulses, and the processing of value-added ingredients including cocoa liquor, butter and powder, sunflower kernel, oil and cakes, sesame seeds, and avocado oil.  In addition, it includes third-party co-manufacturing arrangements to produce consumer-packaged premium juice products (including private label orange juices, lemonades, and functional waters), utilizing internally-sourced raw materials.  It also included the operations of the soy and corn business that was sold in 2019.

• Plant-Based Foods and Beverages includes plant-based beverages and liquid and dry ingredients (utilizing almond, soy, coconut, oat, hemp, and other bases), as well as broths, teas and nutritional beverages.  In addition, it includes packaged dry- and oil-roasted inshell sunflower and sunflower kernels, as well as corn-, soy- and legume-based roasted snacks, and the processing and sale of raw sunflower inshell and kernel for food and feed applications.

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

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

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

Segment Revenues and Operating Income

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

	Quarter ended
	September 26, 2020
		Plant-Based	Fruit-Based
	Global	Foods and	Foods and
	Ingredients	Beverages	Beverages		Consolidated
	$	$	$		$
Segment revenues from external customers	123,322	99,038	92,621		314,981
Segment operating income (loss)	5,851	13,119	(1,788	)	17,182
Corporate Services					(7,803	)
Other expense, net (see note 10)					(1,030	)
Interest expense, net					(8,017	)
Earnings before income taxes					332
	Quarter ended
	September 28, 2019
		Plant-Based	Fruit-Based
	Global	Foods and	Foods and
	Ingredients	Beverages	Beverages		Consolidated
	$	$	$		$
Segment revenues from external customers	113,356	91,811	90,774		295,941
Segment operating income (loss)	3,400	8,707	(10,639	)	1,468
Corporate Services					(4,995	)
Other expense, net (see note 10)					(3,323	)
Interest expense, net					(8,864	)
Loss before income taxes					(15,714	)

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

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

Segment Depreciation and Amortization

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

	Quarter ended		Three quarters ended
	September 26, 2020	September 28, 2019	September 26, 2020	September 28, 2019
	$	$	$	$
Global Ingredients	1,156	1,339	3,449	4,145
Plant-Based Foods and Beverages	2,371	1,928	7,119	4,931
Fruit-Based Foods and Beverages	4,047	4,080	12,293	12,474
Total segment depreciation and amortization	7,574	7,347	22,861	21,550
Corporate Services	1,095	1,170	3,481	3,455
Total depreciation and amortization	8,669	8,517	26,342	25,005

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Significant Accounting Policies (Policies)

9 Months Ended

Sep. 26, 2020

Accounting Policies [Abstract]

Basis of Presentation [Text Block]

Basis of Presentation

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

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

Fiscal Year [Policy Text Block]

Fiscal Year

The fiscal year of the Company consists 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 [Policy Text Block]

Recent Accounting Pronouncements

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

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Revenue (Tables)

9 Months Ended

Sep. 26, 2020

Revenue from Contract with Customer [Abstract]

Schedule of disaggregation of revenue [Table Text Block]

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

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Value Creation Plan (Tables)

9 Months Ended

Sep. 26, 2020

Restructuring and Related Activities [Abstract]

Schedule Of Restructuring And Related Costs [Table Text Block]

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

(1) 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).

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Derivative Financial Instruments and Fair Value Measurements (Tables)

9 Months Ended

Sep. 26, 2020

Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

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

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Inventories (Tables)

9 Months Ended

Sep. 26, 2020

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

	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

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Bank Indebtedness and Long-Term Debt (Tables)

9 Months Ended

Sep. 26, 2020

Debt Disclosure [Abstract]

Schedule of Line of Credit Facilities [Table Text Block]

	September 26,	December 28,
	2020	2019
	$	$
Bank Indebtedness
Global Credit Facility(1)	199,654	241,666
Bulgarian credit facility(2)	254	3,870
	199,908	245,536
Long-Term Debt
Senior Secured Second Lien Notes, net of unamortized debt issuance costs of $3,964 (December 28, 2019 - $5,094)(3)	219,534	218,404
Finance lease liabilities(4)	14,518	16,223
Asset-backed term loan	4,173	4,386
Other	5,649	6,178
	243,874	245,191
Less: current portion	3,292	2,987
	240,582	242,204

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Stock-Based Compensation (Tables)

9 Months Ended

Sep. 26, 2020

Share-based Payment Arrangement [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

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

(1) 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).

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Other Expense (Income), Net (Tables)

9 Months Ended

Sep. 26, 2020

Other Income and Expenses [Abstract]

Schedule of Other Nonoperating Income (Expense) [Table Text Block]

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

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Loss Per Share (Tables)

9 Months Ended

Sep. 26, 2020

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

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

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Supplemental Cash Flow Information (Tables)

9 Months Ended

Sep. 26, 2020

Supplemental Cash Flow Elements [Abstract]

Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]

	Quarter ended				Three quarters ended
	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
	$		$		$		$
Changes in Non-Cash Working Capital, Net of 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		—

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Segmented Information (Tables)

9 Months Ended

Sep. 26, 2020

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

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

	Quarter ended
	September 26, 2020
		Plant-Based	Fruit-Based
	Global	Foods and	Foods and
	Ingredients	Beverages	Beverages		Consolidated
	$	$	$		$
Segment revenues from external customers	123,322	99,038	92,621		314,981
Segment operating income (loss)	5,851	13,119	(1,788	)	17,182
Corporate Services					(7,803	)
Other expense, net (see note 10)					(1,030	)
Interest expense, net					(8,017	)
Earnings before income taxes					332
	Quarter ended
	September 28, 2019
		Plant-Based	Fruit-Based
	Global	Foods and	Foods and
	Ingredients	Beverages	Beverages		Consolidated
	$	$	$		$
Segment revenues from external customers	113,356	91,811	90,774		295,941
Segment operating income (loss)	3,400	8,707	(10,639	)	1,468
Corporate Services					(4,995	)
Other expense, net (see note 10)					(3,323	)
Interest expense, net					(8,864	)
Loss before income taxes					(15,714	)

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

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

Schedule of Segment Depreciation and Amortization [Table Text Block]

	Quarter ended		Three quarters ended
	September 26, 2020	September 28, 2019	September 26, 2020	September 28, 2019
	$	$	$	$
Global Ingredients	1,156	1,339	3,449	4,145
Plant-Based Foods and Beverages	2,371	1,928	7,119	4,931
Fruit-Based Foods and Beverages	4,047	4,080	12,293	12,474
Total segment depreciation and amortization	7,574	7,347	22,861	21,550
Corporate Services	1,095	1,170	3,481	3,455
Total depreciation and amortization	8,669	8,517	26,342	25,005

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Significant Accounting Policies (Narrative) (Details)	9 Months Ended
	Sep. 26, 2020
Accounting Policies [Abstract]
Operating Cycle	371 days
Operating cycle of company	The fiscal year of the Company consists of a 52- or 53-week period ending on the Saturday closest to December 31. Fiscal year 2020 is a 53-week period ending on January 2, 2021, with quarterly periods ending on March 28, June 27 and September 26, 2020. Fiscal year 2019 was a 52-week period ending on December 28, 2019, with quarterly periods ending on March 30, June 29 and September 28, 2019.

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Sale of Soy and Corn Business (Narrative) (Details) - Sunopta Grains And Foods Inc [Member] - USD ($) $ in Millions	1 Months Ended	9 Months Ended
	Feb. 22, 2019	Sep. 28, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of business	$ 66.5
Other income		$ 44.3
Revenue	10.3
Earnings (loss) before income taxes	$ (0.2)

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Value Creation Plan (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Global Ingredients [Member]
Restructuring Cost and Reserve [Line Items]
Other expense			$ 0.8	$ 0.0
Plant-Based Foods And Beverages [Member]
Restructuring Cost and Reserve [Line Items]
Other expense			0.0	0.5
Fruit-Based Foods And Beverages [Member]
Restructuring Cost and Reserve [Line Items]
Other expense	(0.0)	0.2	0.8	1.0
Corporate Services [Member]
Restructuring Cost and Reserve [Line Items]
Other expense	$ 0.1	$ 3.0	$ (0.5)	$ 4.1

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Derivative Financial Instruments and Fair Value Measurements (Narrative) (Details) $ in Thousands, € in Millions, £ in Millions, SFr in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 26, 2020 USD ($)	Sep. 28, 2019 USD ($)	Sep. 26, 2020 USD ($) T	Sep. 28, 2019 USD ($)	Dec. 28, 2019 T	Sep. 26, 2020 CHF (SFr)	Sep. 26, 2020 EUR (€)	Sep. 26, 2020 GBP (£)	Sep. 26, 2020 USD ($)	Apr. 30, 2020 USD ($)
Derivative [Line Items]
Unrealized gain (loss) on derivative contracts	$ (629)	$ (865)	$ (779)	$ (577)
Not designated as hedging instruments [Member] | Forward Foreign Currency Contracts [Member]
Derivative [Line Items]
Derivative instruments gain (loss) recognized in income net	(600)	100	$ (600)	(300)
Not designated as hedging instruments [Member] | Foreign currency put and call option contracts (a zero-cost collar) [Member]
Derivative [Line Items]
Derivative notional amount									$ 5,800	$ 21,500
Collar ceiling rate of Mexican pesos to US dollar										25.23
Floor rate of Mexican pesos to US dollar										23.50
Not designated as hedging instruments [Member] | Addition put and call option contracts [Member]
Derivative [Line Items]
Derivative notional amount									$ 11,800
Collar ceiling rate of Mexican pesos to US dollar						24.00	24.00	24.00	24.00
Floor rate of Mexican pesos to US dollar						21.14	21.14	21.14	21.14
Not designated as hedging instruments [Member] | Cocoa [Member] | Future And Forward Contracts [Member]
Derivative [Line Items]
Derivative nonmonetary notional amount | T			5,810		3,210
Not designated as hedging instruments [Member] | Coffee [Member] | Future And Forward Contracts [Member]
Derivative [Line Items]
Derivative nonmonetary notional amount | T			0		306
Not designated as hedging instruments [Member] | Recurring basis [Member]
Derivative [Line Items]
Unrealized gain (loss) on derivative contracts	$ (600)	$ (900)	$ (800)	$ (600)
Not designated as hedging instruments [Member] | Recurring basis [Member] | Forward Foreign Exchange Contracts To Sell Swiss Francs To Buy U. S. Dollars [Member]
Derivative [Line Items]
Derivative notional amount						SFr 3.0			$ 3,100
Not designated as hedging instruments [Member] | Recurring basis [Member] | Forward Foreign Exchange Contracts To Sell Euros To Buy U.S. Dollars [Member]
Derivative [Line Items]
Derivative notional amount							€ 22.3		$ 25,400
Not designated as hedging instruments [Member] | Recurring basis [Member] | Forward Foreign Exchange Contracts To Sell British Pounds To Buy Euros [Member]
Derivative [Line Items]
Derivative notional amount							€ 0.2	£ 0.2

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Bank Indebtedness and Long-Term Debt (Narrative) (Details) $ in Thousands, € in Millions	1 Months Ended	9 Months Ended
	Oct. 22, 2018 USD ($)	Sep. 26, 2020 USD ($)	Sep. 26, 2020 EUR (€)	Sep. 26, 2020 USD ($)	Oct. 20, 2016 USD ($)
Debt Instrument [Line Items]
Lessee, Finance Lease, Lease Not yet Commenced, Description		The Company has commitments under certain master lease agreements that provide for up to approximately $35 million of financing in the aggregate related to the addition of new plant-based beverage and ingredient extraction processing and packaging equipment.  As at September 26, 2020, the related finance leases had not commenced, and no amount of right-of-use assets, or lease liabilities, were recognized on the consolidated balance sheet as of that date.
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Initiation Date		Feb. 11, 2016
Line of Credit Facility, Maximum Borrowing Capacity				$ 350,000
Line of Credit Facility, Description		On February 11, 2016, the Company entered into a five-year credit agreement for a senior secured asset-based revolving credit facility with a syndicate of banks in the maximum aggregate principal amount of $350.0 million, subject to borrowing base capacity (the "Global Credit Facility"). The Global Credit Facility is used to support the working capital and general corporate needs of the Company's global operations, in addition to funding future strategic initiatives.  The Global Credit Facility also includes borrowing capacity available for letters of credit and provides for borrowings on same-day notice, including in the form of swingline loans. On January 28, 2020, the credit agreement was amended to, among other things, extend the maturity date of the Global Credit Facility to March 31, 2022.Individual borrowings under the Global Credit Facility have terms of six months or less and bear interest based on various reference rates plus an applicable margin. The margin ranges from 0.25% to 0.75% with respect to base rate and prime rate borrowings and from 1.25% to 1.75% for eurocurrency rate and bankers' acceptance rate borrowings. In connection with the amendment of the credit agreement on January 28, 2020, the applicable margin rate on any loans under the Global Credit Facility (including the U.S. Subfacility, as described below) is increased by an additional 0.50% while the Company's total leverage ratio exceeds a specific threshold.
Line of Credit Facility, Expiration Date		Mar. 31, 2022
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Interest Rate During Period		0.25%
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Interest Rate During Period		0.75%
Revolving Credit Facility [Member] | Prime Rate [Member] | Minimum [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Interest Rate During Period		1.25%
Revolving Credit Facility [Member] | Prime Rate [Member] | Maximum [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Interest Rate During Period		1.75%
US Subfacility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 20,000
Line of Credit Facility, Description		In September 2017 and October 2018, the Global Credit Facility was amended to add an additional U.S. asset-based credit subfacility (the "U.S. Subfacility") in the aggregate principal amount of $20.0 million
Line of Credit Facility, Date of First Required Payment	Mar. 31, 2019
Line of Credit Facility, Periodic Payment, Principal	$ 3,330
Line of Credit Facility, Interest Rate Description		Amounts repaid under the U.S. Subfacility may not be borrowed again. Interest on the U.S. Subfacility was based on various reference rates plus an applicable margin ranging from 2.00% to 2.50% with respect to base rate and prime rate borrowings and from 3.00% to 3.50% for eurocurrency rate and bankers' acceptance rate borrowings.
US Subfacility [Member] | Base Rate And Prime Rate [Member] | Minimum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			2.00%	2.00%
US Subfacility [Member] | Base Rate And Prime Rate [Member] | Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			2.50%	2.50%
US Subfacility [Member] | Eurocurrency Rate And Bankers Acceptance Rate [Member] | Minimum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			3.00%	3.00%
US Subfacility [Member] | Eurocurrency Rate And Bankers Acceptance Rate [Member] | Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			3.50%	3.50%
Global Credit Facility [Member]
Debt Instrument [Line Items]
Debt, Weighted Average Interest Rate			2.84%	2.84%
Bulgarian Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity | €			€ 6.0
Line of Credit Facility, Interest Rate During Period		2.75%
Senior Secured Second Lien Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage					9.50%
Debt Instrument, Description		On October 20, 2016, the Company's subsidiary, SunOpta Foods Inc. ("SunOpta Foods"), issued $231.0 million of 9.5% Senior Secured Second Lien Notes due 2022 (the "Notes").
Debt Instrument, Issuance Date		Oct. 20, 2016
Debt Instrument, Face Amount				$ 223,500	$ 231,000
Debt Instrument, Redemption, Amount		$ 7,500
Debt Instrument, Frequency of Periodic Payment		Interest on the Notes is payable semi-annually in arrears on April 15 and October 15 at a rate of 9.5% per annum.
Debt Instrument, Maturity Date		Oct. 09, 2022
Debt Instrument, Redemption, Description		At any time between October 9, 2020 and October 8, 2021, SunOpta Foods may redeem the Notes, in whole or in part, at a redemption price equal to 102.375%, and at par thereafter, plus accrued and unpaid interest, if any, to but excluding the date of redemption.  Certain additional redemption rights were applicable prior to October 9, 2020.  In the event of a change of control, SunOpta Foods will be required to make an offer to repurchase the Notes at 101.000% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.The Notes are secured by second-priority liens on substantially all of the assets that secure the credit facilities provided under the Global Credit Facility, subject to certain exceptions and permitted liens.  The Notes are senior secured obligations and rank equally in right of payment with SunOpta Foods' existing and future senior debt and senior in right of payment to any future subordinated debt. The Notes are effectively subordinated to debt under the Global Credit Facility and any future indebtedness secured on a first-priority basis.  The Notes are initially guaranteed on a senior secured second-priority basis by the Company and each of its subsidiaries (other than SunOpta Foods) that guarantees indebtedness under the Global Credit Facility, subject to certain exceptions.The Notes are subject to covenants that, among other things, limit the Company's ability to (i) incur additional debt or issue preferred stock; (ii) pay dividends and make certain types of investments and other restricted payments; (iii) create liens; (iv) enter into transactions with affiliates; (v) sell assets; and (vi) create restrictions on the ability of restricted subsidiaries to pay dividends, make loans or advances or transfer assets to the Company, SunOpta Foods or any guarantor of the Notes.  The foregoing covenants are subject to certain threshold amounts and exceptions as set forth in the indenture governing the Notes.  In addition, the indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the indenture, certain payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency.  If an event of default occurs and is continuing, the trustee or holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued and unpaid interest on, if any, all the Notes to be due and payable.As at September 26, 2020, the estimated fair value of the outstanding Notes was approximately $228 million, based on quoted prices of the most recent over-the-counter transactions (level 2).
Debt Instrument, Interest Rate, Effective Percentage			10.40%	10.40%
Line of Credit Facility, Fair Value of Amount Outstanding				$ 228,000
Senior Secured Second Lien Notes [Member] | from October 9, 2020 through October 8, 2021
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage		102.375%
Senior Secured Second Lien Notes [Member] | In the event of a change of control [Member]
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage		101.00%

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Preferred Stock (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 26, 2020	Jun. 27, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Temporary Equity [Line Items]
Preferred stock accretion to redemption value	$ 466		$ 309	$ 1,214	$ 905
Dividends, Preferred Stock, Paid-in-kind	$ 2,181		0	$ 3,881	0
Series A Preferred Stock [Member] | Oaktree Organics, L.P. and Oaktree Huntington Investment Fund II, L.P.
Temporary Equity [Line Items]
Preferred Stock, Shares Issued	85,000			85,000
Preferred Stock, Value, Issued	$ 85,000			$ 85,000
Preferred Stock Issuance Costs	6,000			6,000
Preferred stock accretion to redemption value	$ 300		$ 300	$ 1,000	$ 900
Preferred Stock, Dividend Preference or Restrictions				In connection with the Series A Subscription Agreement, the Company agreed to, among other things (i) ensure SunOpta Foods has sufficient funds to pay its obligations under the terms of the Series A Preferred Stock and (ii) grant each holder of Series A Preferred Stock the right to exchange the Series A Preferred Stock for shares of common stock of the Company (the "Common Shares").  The Series A Preferred Stock is non-participating with the Common Shares in dividends and undistributed earnings of the Company.
Preferred Stock, Liquidation Preference Per Share	$ 1,000			$ 1,000
Preferred Stock Annualized Rate				8.00%
Preferred Stock, Dividend Payment Terms				Cumulative preferred dividends accrue daily on the Series A Preferred Stock at an annualized rate of 8.0% of the Series A Liquidation Preference prior to October 5, 2025, and 12.5% of the liquidation preference thereafter (subject to an increase of 1.0% per quarter, up to a maximum rate of 5.0% per quarter on the occurrence of certain events of non-compliance).  Prior to October 5, 2025, SunOpta Foods may pay dividends in cash or elect, in lieu of paying cash, to add the amount that would have been paid to the Series A Liquidation Preference.  After October 5, 2025, the failure to pay dividends in cash will be an event of non-compliance.
Dividends, Preferred Stock, Paid-in-kind				$ 3,400
Preferred Stock, Liquidation Preference, Value	$ 88,400			$ 88,400
Accrued Unpaid Dividends	$ 1,800
Convertible Preferred Stock, Terms of Conversion				At any time, the holders of Series A Preferred Stock may exchange their shares of Series A Preferred Stock, in whole or in part, into the number of Common Shares equal to, per share of Series A Preferred Stock, the quotient of the Series A Liquidation Preference divided by the Series A exchange price (such price, the "Series A Exchange Price" and such quotients, the "Series A Exchange Rate").  The Series A Exchange Price is subject to certain anti-dilution adjustments, including a weighted-average adjustment for issuances of Common Shares below the Series A Exchange Price, provided that the Series A Exchange Price may not be lower than $7.00 (subject to adjustment in certain circumstances).  On April 24, 2020, in connection with the issuance of Series B-1 Preferred Stock pursuant to the Series B Subscription Agreement (see below), the Series A Exchange Price was reduced from $7.50 to $7.00.  As at September 26, 2020 and December 28, 2019, the aggregate shares of Series A Preferred Stock outstanding were exchangeable into 12,633,429 and 11,333,333 Common Shares, respectively.
Preferred Stock, Voting Rights				In connection with the Series A Subscription Agreement, the Company issued 11,333,333 Special Shares, Series 1 to Oaktree, which entitles Oaktree to one vote per Special Share, Series 1 on all matters submitted to a vote of the holders of Common Shares, together as a single class, subject to certain exceptions. Additional Special Shares, Series 1 will be issued, or existing Special Shares, Series 1 will be redeemed, as necessary to ensure that the aggregate number of Special Shares, Series 1 outstanding is equal to the number of shares of Series A Preferred Stock outstanding from time to time multiplied by the Series A Exchange Rate in effect at such time.
Preferred Stock, Participation Rights				For so long as Oaktree beneficially owns or controls at least 50% of the Series A Preferred Stock issued on October 7, 2016, including any corresponding Common Shares into which such Series A Preferred Stock are exchanged, Oaktree will be entitled to (i) participation rights with respect to future equity offerings of the Company, and (ii) governance rights, including the right to approve certain actions proposed to be taken by the Company and its subsidiaries.
Special Voting Shares, issued and outstanding	11,333,333			11,333,333
Series B-1 Preferred Stock [Member] | Stock issued to each recipient [Member]
Temporary Equity [Line Items]
Preferred Stock, Shares Issued	15,000			15,000
Series B-1 Preferred Stock [Member] | Oaktree and Engaged [Member]
Temporary Equity [Line Items]
Preferred Stock, Shares Issued	30,000			30,000
Preferred Stock, Value, Issued	$ 30,000			$ 30,000
Preferred Stock Issuance Costs	3,200			3,200
Preferred stock accretion to redemption value	$ 100			$ 200
Preferred Stock, Liquidation Preference Per Share	$ 1,000			$ 1,000
Preferred Stock Annualized Rate				8.00%
Preferred Stock, Dividend Payment Terms				Cumulative preferred dividends accrue daily on the Series B-1 Preferred Stock at an annualized rate of 8.0% of the Series B-1 Liquidation Preference prior to September 30, 2029, and 10.0% of the liquidation preference thereafter (subject to an increase of 1.0% per quarter, up to a maximum rate of 5.0% per quarter on the occurrence of certain events of non-compliance).
Dividends, Preferred Stock, Paid-in-kind		$ 400
Preferred Stock, Liquidation Preference, Value	$ 30,400			$ 30,400
Accrued Unpaid Dividends	$ 600
Convertible Preferred Stock, Terms of Conversion				At any time, the Series B-1 Preferred Stock may be exchanged, in whole or in part, into the number of Common Shares equal to, per share of Series B-1 Preferred Stock, the quotient of the Series B Liquidation Preference divided by $2.50 (such price, the "Series B-1 Exchange Price" and such quotient, the "Series B-1 Exchange Rate").
Convertible Preferred Stock, Settlement Terms				SunOpta Foods may cause the holders of the Series B-1 Preferred Stock to exchange all of their shares of Series B-1 Preferred Stock into a number of Common Shares equal to the number of shares of Series B-1 Preferred Stock outstanding multiplied by the Series B-1 Exchange Rate if (i) fewer than 10% of the shares of Series B-1 Preferred Stock issued on April 24, 2020 remain outstanding, or (ii) on or after April 24, 2023, the average volume-weighted average price of the Common Shares during the then preceding 20 trading day period is greater than 200% of the Series B-1 Exchange Price then in effect. At any time, if a holder of Series B Preferred Stock elects to exchange, or SunOpta Foods causes an exchange of Series B Preferred Stock, the number of Common Shares delivered to each applicable holder may not cause such holder's beneficial ownership to exceed 19.99% of the Common Shares that would be outstanding immediately following such exchange (the "Series B Exchange Cap").
Number of common shares available due to exchangeable preferred stock	12,178,667			12,178,667
Preferred stock exchange, description of exchange price				The Series B-1 Exchange Price is subject to certain anti-dilution adjustments, including a weighted-average adjustment for issuances of Common Shares below the Series B-1 Exchange Price, provided that the Series B-1 Exchange Price may not be lower than $2.00 (subject to adjustment in certain circumstances).
Series B Preferred Stock [Member] | Oaktree and Engaged [Member]
Temporary Equity [Line Items]
Convertible Preferred Stock, Terms of Conversion				Oaktree and Engaged will be entitled to vote the Series B Preferred Stock with the Common Shares on an as-exchanged basis, subject to a permanent 19.99% voting cap. As a result of the voting cap, each of Oaktree and Engaged will only be able to vote its Series B Preferred Stock to the extent that, when taken together with any other voting securities each investor controls, such votes do not exceed 19.99% of the votes eligible to be cast by all security holders of the Company.  On April 24, 2020, the Company designated Special Shares, Series 2 to serve as the mechanism for attaching exchanged voting to the Series B Preferred Stock.  The Special Shares, Series 2 entitle the holder thereof to one vote per Special Share, Series 2 on all matters submitted to a vote of the holders of Common Shares, voting together as a single class, subject to certain exceptions.  The Special Shares, Series 2 are not transferrable and the voting rights associated with the Special Shares, Series 2 will terminate upon the transfer of the shares of Series B Preferred Stock to a third party, other than an affiliate of Oaktree or Engaged, as applicable. As at September 26, 2020, 6,089,333 Special Shares, Series 2 were issued to Engaged, equal to the number of Common Shares issuable to Engaged on the exchange of all of the shares of Series B-1 Preferred Stock held by it, and no Special Shares, Series 2 were issued to Oaktree, as Oaktree was subject to the Series B Exchange Cap.Prior to July 15, 2020, the Company had the right to require each of Oaktree and Engaged to purchase its proportionate share of up to 15,000 shares of Series B-2 Preferred Stock for aggregate consideration of up to $30.0 million, and up to 30,000 shares total.  The Company elected not to exercise this option, and no shares of Series B-2 Preferred Stock have been issued.

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Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions				1 Months Ended	3 Months Ended	9 Months Ended
	Jul. 10, 2020	Jun. 30, 2020	Apr. 12, 2020	Apr. 22, 2020	Sep. 26, 2020	Sep. 26, 2020
2019 Short-Term Incentive Plan [Member] | Performance stock units ("PSUs") [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued			773,875
Shares withheld for tax withholding obligation			368,938
2020 Short-Term Incentive Plan [Member] | Closing Price $2.52 [Member] | Performance stock units ("PSUs") [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted to certain employees				1,827,435
Aggregate grant-date fair value				$ 4.6
Weighted-average grant-date fair value				$ 2.52
Description of award vesting rights				The vesting of these PSUs is subject to the Company achieving a predetermined measure of adjusted EBITDA for fiscal 2020 and subject to each employee's continued employment with the Company through April 22, 2021 (the requisite service period).  The aggregate grant-date fair value of these PSUs was estimated to be $4.6 million based on a closing price of $2.52 for the Common Shares on the date of grant.  Each reporting period, the number of PSUs that are expected to vest is redetermined and the aggregate grant-date fair value of the redetermined number of PSUs is amortized on a straight-line basis over the remaining requisite service period less amounts previously recognized.
Compensation expense					$ 1.1	$ 1.9
Compensation costs related to PSU awards not yet recognized"					2.5	2.5
2020 Short-Term Incentive Plan [Member] | Closing price $4.70 [Member] | Performance stock units ("PSUs") [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted to certain employees		876,181
Aggregate grant-date fair value		$ 4.1
Weighted-average grant-date fair value		$ 4.70
Description of award vesting rights		The vesting date and conditions of these PSUs are the same as the PSUs above granted on April 22, 2020.
Compensation expense					1.2
Compensation costs related to PSU awards not yet recognized"					2.9	2.9
Long-Term Incentive Plan [Member] | Performance stock units ("PSUs") [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted to certain employees	254,487
Aggregate grant-date fair value	$ 1.2
Weighted-average grant-date fair value	$ 4.91
Long-Term Incentive Plan [Member] | Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate grant-date fair value of stock options					$ 1.2	$ 1.2
Number of stock options granted to selected employees	486,919
Weighted-average grant-date fair value of options	$ 2.56
Long-Term Incentive Plan [Member] | Restricted stock units ("RSUs") [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units granted to certain employees	130,080
Aggregate grant-date fair value	$ 0.6
Weighted-average grant-date fair value	$ 4.91
Vesting period	3 years
Long-Term Incentive Plan [Member] | Minimum [Member] | Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period						1 year
Long-Term Incentive Plan [Member] | Maximum [Member] | Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period						3 years

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Other Expense (Income), Net (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019	Dec. 28, 2019
Other Income and Expenses [Abstract]
Business Combination, Contingent Consideration Arrangements, Description			For the three quarters ended September 26, 2020, income represents a gain on the settlement of the final contingent consideration obligation payable under an earn-out arrangement with the former unitholders of Citrusource, LLC, which was acquired by the Company in March 2015.  On May 5, 2020, the parties agreed to settle the obligation for $2.0 million, of which $1.0 million was paid at the time of settlement and the remainder is being paid over the subsequent 10 months.
Current portion of long term liability settlement	$ 0.6		$ 0.6		$ 4.3
Loss on settlement of customer claim	2.4		2.4
Payment for cash settlement	4.4		4.4
Gain on settlement of an unrelated legal matter	1.7		1.7
Employee termination and recruitment costs in connection with Value Creation Plan	$ 0.1	$ 3.4	1.6	$ 6.9
Reversal of previously recognized stock-based compensation expense related to forfeited awards		$ 0.8	$ 0.9	$ 2.9

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Loss Per Share (Narrative) (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Stock Options And Restricted Stock Units [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,360,975	59,981	975,742	105,486
Stock Options [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,767,856	4,248,761	3,286,487	3,318,583
Series B Preferred Stock [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Common shares issuable on an if-converted basis adjusted to diluted EPS	12,178,667		12,178,667
Series A Preferred Stock [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Common shares issuable on an if-converted basis adjusted to diluted EPS	12,633,429	11,333,333	12,633,429	11,333,333

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Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 26, 2020	Sep. 26, 2020
Loss Contingencies [Line Items]
Payment for cash settlement	$ 4.4	$ 4.4
Product Recall [Member]
Loss Contingencies [Line Items]
Loss Contingency Damages Sought		On November 20, 2017, Treehouse Foods, Inc., several of its related entities, and its insurer filed a lawsuit against the Company in the Circuit Court of Cook County, Illinois, titled TreeHouse Foods, Inc. et al. ("TreeHouse") v. SunOpta Grains and Food, Inc.  The Company was served with the Summons and Complaint on January 24, 2018.  After the Company removed the case to the United States District Court for the Northern District of Illinois, the plaintiffs filed an Amended Complaint on April 23, 2018, and a second Amended Complaint on October 12, 2018.  The plaintiffs alleged economic damages resulting from the Company's 2016 voluntary recall of certain roasted sunflower kernel products due to the potential for listeria monocytogenes contamination.  The plaintiffs brought claims for breach of contract, express and implied warranties and product guarantees, negligence, strict liability, negligent misrepresentation, and indemnity seeking $16.2 million in damages.  There were no allegations of personal injury.  On March 29, 2019, the court dismissed the plaintiffs' claims for negligence, strict liability, negligent misrepresentation, and common law indemnity.  On May 31, 2020, the court granted summary judgment to the Company on TreeHouse's claims for breach of contract and breach of product guarantees, but denied summary judgment on TreeHouse's claims for breach of express and implied warranties.  On the remaining claims, the court limited TreeHouse's damages to the purchase price of the product the Company sold to TreeHouse.  On September 14, 2020, the Company entered into a Confidential Settlement Agreement and Mutual Release (the "Settlement Agreement") with TreeHouse.  The Settlement Agreement resolved the disputed issues among the parties in connection with the litigation filed by TreeHouse against the Company, as described above.  Pursuant to the terms of the Settlement Agreement, the Company paid TreeHouse $4.4 million.  On September 18, 2020, the parties filed a Stipulation of Dismissal with prejudice and the court entered a corresponding order dismissing the litigation with prejudice.
Loss Contingency Damages Sought Value		$ 16.2
Payment for cash settlement		$ 4.4

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Revenue (Disclosure of disaggregation of revenue) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Disaggregation of Revenue [Line Items]
Segment revenues from external customers	$ 314,981	$ 295,941	$ 961,874	$ 894,220
Global Ingredients [Member]
Disaggregation of Revenue [Line Items]
Segment revenues from external customers	123,322	113,356	378,217	369,090
Global Ingredients [Member] | Organic and non-GMO ingredients [Member]
Disaggregation of Revenue [Line Items]
Segment revenues from external customers	101,889	95,320	311,805	303,142
Global Ingredients [Member] | Premium juice [Member]
Disaggregation of Revenue [Line Items]
Segment revenues from external customers	21,433	18,036	66,412	55,602
Global Ingredients [Member] | Soy and corn [Member]
Disaggregation of Revenue [Line Items]
Segment revenues from external customers	0	0	0	10,346
Plant-Based Foods And Beverages [Member]
Disaggregation of Revenue [Line Items]
Segment revenues from external customers	99,038	91,811	296,985	255,027
Plant-Based Foods And Beverages [Member] | Beverages and broths [Member]
Disaggregation of Revenue [Line Items]
Segment revenues from external customers	80,974	72,873	236,195	198,691
Plant-Based Foods And Beverages [Member] | Plant-based ingredients [Member]
Disaggregation of Revenue [Line Items]
Segment revenues from external customers	6,828	6,403	19,024	16,920
Plant-Based Foods And Beverages [Member] | Sunflower and roasted snacks [Member]
Disaggregation of Revenue [Line Items]
Segment revenues from external customers	11,236	12,535	41,766	39,416
Fruit-Based Foods And Beverages [Member]
Disaggregation of Revenue [Line Items]
Segment revenues from external customers	92,621	90,774	286,672	270,103
Fruit-Based Foods And Beverages [Member] | Frozen Fruit [Member]
Disaggregation of Revenue [Line Items]
Segment revenues from external customers	68,692	67,384	218,978	198,528
Fruit-Based Foods And Beverages [Member] | Fruit-based ingredients [Member]
Disaggregation of Revenue [Line Items]
Segment revenues from external customers	11,015	12,189	30,853	36,445
Fruit-Based Foods And Beverages [Member] | Fruit snacks [Member]
Disaggregation of Revenue [Line Items]
Segment revenues from external customers	$ 12,914	$ 11,201	$ 36,841	$ 35,130

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Value Creation Plan (Disclosure of costs incurred under the Value Creation Plan) (Details) - Value Creation Plan [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Restructuring Reserve [Roll Forward]
Balance payable, Beginning			$ 4,227	$ 913
Costs incurred and charged to expense	$ 989	$ 4,837	3,463	8,370
Cash payments, net			(7,702)	(7,654)
Non-cash adjustments			816	2,872
Balance payable, Ending	804	4,501	804	4,501
Asset impairments and facility closure costs [Member]
Restructuring Reserve [Roll Forward]
Balance payable, Beginning			201	477
Costs incurred and charged to expense			365	308
Cash payments, net			(438)	(533)
Non-cash adjustments			(78)	0
Balance payable, Ending	50	252	50	252
Employee recruitment, retention and termination costs [Member]
Restructuring Reserve [Roll Forward]
Balance payable, Beginning			4,026	436
Costs incurred and charged to expense			1,524	7,098
Cash payments, net			(5,690)	(6,220)
Non-cash adjustments			894	2,872
Balance payable, Ending	754	4,186	754	4,186
Professional fees and temporary labor costs [Member]
Restructuring Reserve [Roll Forward]
Balance payable, Beginning			0	0
Costs incurred and charged to expense			1,574	964
Cash payments, net			(1,574)	(901)
Non-cash adjustments			0	0
Balance payable, Ending	$ 0	$ 63	$ 0	$ 63

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Value Creation Plan (Disclosure of costs incurred since the inception of the Value Creation Plan) (Details) - Value Creation Plan [Member] - USD ($) $ in Thousands	Sep. 26, 2020	Dec. 28, 2019	Sep. 28, 2019	Dec. 29, 2018
Restructuring Cost and Reserve [Line Items]
Costs incurred and charged to expense	$ 83,724
Cash payments, net	(63,793)
Non-cash adjustments	(19,127)
Balance payable	804	$ 4,227	$ 4,501	$ 913
Asset impairments and facility closure costs [Member]
Restructuring Cost and Reserve [Line Items]
Costs incurred and charged to expense	35,325
Cash payments, net	(10,700)
Non-cash adjustments	(24,575)
Balance payable	50	201	252	477
Employee recruitment, retention and termination costs [Member]
Restructuring Cost and Reserve [Line Items]
Costs incurred and charged to expense	24,493
Cash payments, net	(29,187)
Non-cash adjustments	5,448
Balance payable	754	4,026	4,186	436
Professional fees and temporary labor costs [Member]
Restructuring Cost and Reserve [Line Items]
Costs incurred and charged to expense	23,906
Cash payments, net	(23,906)
Non-cash adjustments	0
Balance payable	$ 0	$ 0	$ 63	$ 0

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Value Creation Plan (Disclosure of costs incurred and charged to expense in Value Creation Plan) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Restructuring Cost and Reserve [Line Items]
Selling, general and administrative expenses	$ 29,278	$ 27,674	$ 84,783	$ 81,184
Value Creation Plan [Member]
Restructuring Cost and Reserve [Line Items]
Selling, general and administrative expenses	935	1,615	2,434	2,772
Other expense	54	3,222	1,029	5,598
Restructuring charges	$ 989	$ 4,837	$ 3,463	$ 8,370

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Derivative Financial Instruments and Fair Value Measurements (Disclosure of fair value, assets and liabilities measured on recurring basis) (Details) - USD ($) $ in Thousands	Sep. 26, 2020	Dec. 28, 2019
Derivative [Line Items]
Unrealized short-term derivative liability	$ (733)	$ (802)
Recurring basis [Member] | Commodity futures and forward contracts [Member]
Derivative [Line Items]
Unrealized short-term derivative asset		284
Unrealized short-term derivative liability	(495)
Recurring basis [Member] | Level 1 [Member] | Commodity futures and forward contracts [Member]
Derivative [Line Items]
Unrealized short-term derivative asset		284
Unrealized short-term derivative liability	(495)
Recurring basis [Member] | Level 2 [Member] | Commodity futures and forward contracts [Member]
Derivative [Line Items]
Unrealized short-term derivative asset		0
Unrealized short-term derivative liability	0
Recurring basis [Member] | Level 3 [Member] | Commodity futures and forward contracts [Member]
Derivative [Line Items]
Unrealized short-term derivative asset		0
Unrealized short-term derivative liability	0
Recurring basis [Member] | Not designated as hedging instruments [Member] | Forward foreign currency contracts [Member]
Derivative [Line Items]
Derivative liability, notional amount	(670)	(73)
Recurring basis [Member] | Not designated as hedging instruments [Member] | Level 1 [Member] | Forward foreign currency contracts [Member]
Derivative [Line Items]
Derivative liability, notional amount	0	0
Recurring basis [Member] | Not designated as hedging instruments [Member] | Level 2 [Member] | Forward foreign currency contracts [Member]
Derivative [Line Items]
Derivative liability, notional amount	(670)	(73)
Recurring basis [Member] | Not designated as hedging instruments [Member] | Level 3 [Member] | Forward foreign currency contracts [Member]
Derivative [Line Items]
Derivative liability, notional amount	$ 0	$ 0

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Inventories (Disclosure of inventory, current) (Details) - USD ($) $ in Thousands	Sep. 26, 2020	Dec. 28, 2019
Inventory Disclosure [Abstract]
Raw materials and work-in-process	$ 238,198	$ 259,658
Finished goods	82,940	75,112
Inventory reserves	(10,794)	(11,224)
Total Inventory, Net	$ 310,344	$ 323,546

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Bank Indebtedness and Long-Term Debt (Disclosure of bank indebtedness and long-term debt) (Details) - USD ($) $ in Thousands	Sep. 26, 2020	Dec. 28, 2019
Line of Credit Facility [Line Items]
Line of Credit Facility, Amount Outstanding	$ 199,908	$ 245,536
Senior Secured Second Lien Notes, net of unamortized debt issuance costs	219,534	218,404
Finance lease liabilities	14,518	16,223
Asset-backed term loan	4,173	4,386
Other	5,649	6,178
Total Long-term and Current Term Debt	243,874	245,191
Less: current portion	3,292	2,987
Long-term Debt, Excluding Current Maturities, Total	240,582	242,204
Unamortized Debt Issuance Expense	3,964	5,094
Global Credit Facility [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Amount Outstanding	199,654	241,666
Bulgarian Credit Facility [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Amount Outstanding	$ 254	$ 3,870

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Stock-Based Compensation (Disclosure of weighted-average assumptions used in the Black-Scholes option-pricing model) (Details) - Employee Stock Option [Member]	9 Months Ended
	Sep. 26, 2020 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant-date stock price	$ 4.73
Exercise price	$ 4.73
Dividend yield	0.00%
Expected volatility	59.90%
Risk-free interest rate	0.40%
Expected life of options (in years)	6 years

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Other Expense (Income), Net (Disclosure of other expense (income)) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Other Income and Expenses [Abstract]
Contingent consideration	$ 0	$ 0	$ (2,286)	$ 0
Product withdrawal and recall costs	0	0	(322)	260
Settlement loss (gain), net	721	(1,332)	721	(1,839)
Employee termination and recruitment costs	54	3,222	664	5,290
Facility closure costs	0	0	365	308
Loss (gain) on sale of soy and corn business	0	1,109	0	(44,269)
Other	255	324	257	506
Total Other Expense, net	$ 1,030	$ 3,323	$ (601)	$ (39,744)

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Loss Per Share (Disclosure of basic and diluted earnings (loss) per share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Numerator for basic earnings (loss) per share
Earnings (loss) attributable to SunOpta Inc.	$ 89	$ (11,749)	$ 4,457	$ 4,845
Less: dividends and accretion on Preferred Stock	(2,844)	(2,009)	(7,473)	(6,005)
Loss attributable to common shareholders	$ (2,755)	$ (13,758)	$ (3,016)	$ (1,160)
Denominator for basic earnings (loss) per share
Basic weighted-average number of shares outstanding	89,635	87,928	88,962	87,695
Basic loss per share	$ (0.03)	$ (0.16)	$ (0.03)	$ (0.01)
Numerator for diluted earnings (loss) per share
Earnings (loss) attributable to SunOpta Inc.	$ 89	$ (11,749)	$ 4,457	$ 4,845
Loss attributable to common shareholders	$ (2,755)	$ (13,758)	$ (3,016)	$ (1,160)
Denominator for diluted earnings (loss) per share
Basic weighted-average number of shares outstanding	89,635	87,928	88,962	87,695
Dilutive effect of the following:
Diluted weighted-average number of shares outstanding	89,635	87,928	88,962	87,695
Diluted loss per share	$ (0.03)	$ (0.16)	$ (0.03)	$ (0.01)
Stock Options And Restricted Stock Units [Member]
Dilutive effect of the following:
Dilutive Securities, Effect on Basic Earnings Per Share	0	0	0	0
Series A Preferred Stock [Member]
Numerator for basic earnings (loss) per share
Less: dividends and accretion on Preferred Stock	$ (2,110)	$ (2,009)	$ (6,201)	$ (6,005)
Numerator for diluted earnings (loss) per share
Less: dividends and accretion on Preferred Stock	$ (2,110)	$ (2,009)	$ (6,201)	$ (6,005)
Dilutive effect of the following:
Dilutive Securities, Effect on Basic Earnings Per Share	0	0	0	0
Series B Preferred Stock [Member]
Numerator for basic earnings (loss) per share
Less: dividends and accretion on Preferred Stock	$ (734)	$ 0	$ (1,272)	$ 0
Numerator for diluted earnings (loss) per share
Less: dividends and accretion on Preferred Stock	$ (734)	$ 0	$ (1,272)	$ 0
Dilutive effect of the following:
Dilutive Securities, Effect on Basic Earnings Per Share	0	0	0	0

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Supplemental Cash Flow Information (Disclosure of supplemental cash flow information) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Changes in Non-Cash Working Capital, Net of Businesses Acquired or Sold
Accounts receivable	$ (13,822)	$ (7,822)	$ (16,799)	$ (2,086)
Inventories	10,187	28,722	15,433	(1,499)
Income tax recoverable/payable	(3,606)	(963)	(1,448)	(1,811)
Prepaid expenses and other current assets	(2,451)	(1,856)	4,726	(9,827)
Accounts payable and accrued liabilities	13,265	(12,556)	9,785	(5,715)
Customer and other deposits	(68)	(483)	61	(1,208)
Changes in Non-Cash Working Capital, Net of Businesses Acquired or Sold, Total	3,505	5,042	11,758	(22,146)
Non-Cash Investing and Financing Activities
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	1,782	0	1,975	0
Accrued dividends on preferred stock	2,378	1,700	2,378	1,700
Dividend paid in kind on preferred stock	$ 2,181	$ 0	$ 3,881	$ 0

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Segmented Information (Disclosure of Segment Revenues and Operating Income) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Segment Reporting, Revenue Reconciling Item [Line Items]
Segment revenues from external customers	$ 314,981	$ 295,941	$ 961,874	$ 894,220
Segment operating income (loss)	17,182	1,468	50,953	7,137
Other income (expense) , net	(1,030)	(3,323)	601	39,744
Interest expense, net	(8,017)	(8,864)	(24,233)	(25,857)
Earnings (loss) before income taxes	332	(15,714)	6,038	8,143
Global Ingredients [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Segment revenues from external customers	123,322	113,356	378,217	369,090
Segment operating income (loss)	5,851	3,400	22,003	13,610
Plant-Based Foods And Beverages [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Segment revenues from external customers	99,038	91,811	296,985	255,027
Segment operating income (loss)	13,119	8,707	37,456	15,731
Fruit-Based Foods And Beverages [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Segment revenues from external customers	92,621	90,774	286,672	270,103
Segment operating income (loss)	(1,788)	(10,639)	(8,506)	(22,204)
Corporate Services [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Segment operating income (loss)	$ (7,803)	$ (4,995)	$ (21,283)	$ (12,881)

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Segmented Information (Disclosure of Segment Depreciation and Amortization) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 26, 2020	Sep. 28, 2019	Sep. 26, 2020	Sep. 28, 2019
Segment Reporting, Revenue Reconciling Item [Line Items]
Total depreciation and amortization	$ 8,669	$ 8,517	$ 26,342	$ 25,005
Global Ingredients [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total depreciation and amortization	1,156	1,339	3,449	4,145
Plant-Based Foods And Beverages [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total depreciation and amortization	2,371	1,928	7,119	4,931
Fruit-Based Foods And Beverages [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total depreciation and amortization	4,047	4,080	12,293	12,474
Total Segment [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total depreciation and amortization	7,574	7,347	22,861	21,550
Corporate Segment [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total depreciation and amortization	$ 1,095	$ 1,170	$ 3,481	$ 3,455