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Discontinued operations
12 Months Ended
Dec. 29, 2012
Discontinued Operations And Disposal Groups [Abstract]  
Disposal Groups Including Discontinued Operations Disclosure Text Block

3. Discontinued Operations

Divestiture in Fiscal 2012

Purity Life Natural Health Products

 

On June 5, 2012, the Company completed the sale of Purity, its Canadian natural health products distribution business, for consideration of $13,443 (Cdn $14,000) in cash at closing, plus up to approximately $672 (Cdn $700) if Purity achieves certain earnings targets during the one-year period following the closing date. The contingent consideration will not be recognized by the Company until realized. The divestiture of Purity is consistent with the Company's strategy to focus on its core natural and organic foods sourcing and processing business. Purity was formerly part of the Company's International Foods Group operating segment.

 

The Company recognized the following gain on sale of Purity in discontinued operations:

 

Cash consideration$13,443
Transaction and related costs (1,254)
Net proceeds 12,189
       
Net assets sold 12,939
Accumulated currency translation adjustment related to net assets sold (1,359)
Pre-tax gain on sale 609
Recovery of income taxes(1) 199
Gain on sale of discontinued operations, net of income taxes$808

(1)       The divestiture resulted in a pre-tax accounting loss on sale of $750 (before giving effect to the accumulated currency translation adjustment). The Company recognized a recovery of income taxes for the associated loss for Canadian tax purposes.

 

Included in the loss before income taxes from discontinued operations for the year ended December 31, 2011, are impairment charges of $6,025 and $1,485 related to the write-down of intangible assets and property, plant and equipment, respectively, of Purity.

Divestiture in Fiscal 2011

Colorado Sun Oil Processing LLC

 

Colorado Sun Oil Processing LLC (“CSOP”) was organized in 2008 under the terms of a joint venture agreement with Colorado Mills, LLC (“Colorado Mills”) to construct and operate a vegetable oil refinery adjacent to Colorado Mills' sunflower crush plant. On August 12, 2011, the U.S. Bankruptcy Court, District of Colorado, accepted an asset purchase agreement submitted by Colorado Mills for CSOP and rejected an asset purchase agreement submitted by the Company. Based on the bankruptcy court ruling, the Company disposed of its interest in the CSOP joint venture, which was previously consolidated as a VIE as part of the Grains and Foods Group, and recognized a gain on sale of discontinued operations of $71. The operating results of CSOP for the years ended December 29, 2012 and December 31, 2011, include legal fees and interest costs incurred in connection with arbitration proceedings related to the joint venture agreement, which are included within earnings (loss) from discontinued operations, net of income taxes. In addition, included in the loss before income taxes from discontinued operations for the year ended December 31, 2011, is a pre-tax charge of $5,246 related to an arbitration ruling against the Company in favor of Colorado Mills (see note 20).

 

Divestitures in Fiscal 2010

SunOptaBioProcess Inc.

 

On August 31, 2010, the Company sold 100% of its ownership interest in SunOptaBioProcess Inc. (“SunOptaBioProcess”) to Mascoma in exchange for an equity ownership position in Mascoma, consisting of preferred stock, common stock and warrants to purchase common stock of Mascoma. The fair value of the non-cash consideration received was estimated to be $33,345 as of the date of sale. The Company recognized a gain on sale, net of income taxes, of $50,154 in discontinued operations, after taking account of the net liabilities of SunOptaBioProcess transferred to Mascoma and the release of additional paid-in capital in connection with the accelerated vesting of stock options related to certain SunOptaBioProcess employees. In addition, included in loss before income taxes from discontinued operations for the year ended January 1, 2011 is $15,280, of stock-based and other compensation awards that were triggered upon the change in control of SunOptaBioProcess. SunOptaBioProcess represented the Company's former SunOptaBioProcess operating segment.

 

Canadian Food Distribution

 

On June 11, 2010, the Company sold its Canadian Food Distribution assets for cash consideration of $65,809, and recognized a gain on sale, net of income taxes, of $12,796 in discontinued operations. Canadian Food Distribution was formerly part of the Company's former Distribution Group operating segment.

 

Operating Results Reported in Discontinued Operations

The following table presents the aggregate operating results of Purity, CSOP, Canadian Food Distribution and SunOpta BioProcess reported in earnings (loss) from discontinued operations:

 

    December 29, 2012December 31, 2011January 1, 2011
    $$$
Revenues 26,914 62,205 154,118
       
Earnings (loss) before income taxes 528 (15,724) (20,401)
Recovery of (provision for) income taxes (80) 4,465 1,395
Loss allocated to non-controlling interests - 254 487
Earnings (loss) from discontinued operations,   
 net of income taxes 448 (11,005) (18,519)