Revenues of $320.7 million for the third quarter of 2017, compared to $348.7 million in the third quarter of 2016, a decrease of 8.0%.

Loss from continuing operations of $6.0 million or $0.09 per diluted common share in the third quarter of 2017, compared to a loss from continuing operations of $3.4 million or $0.04 per diluted common share in the third quarter of 2016.

Adjusted EBITDA¹ of $19.1 million or 6.0% of revenues for the third quarter of 2017, versus $26.7 million or 7.6% of revenues in the third quarter of 2016.

Adjusted loss of $1.9 million or $0.02 per common share during the third quarter of 2017, compared to adjusted earnings of $6.3 million or $0.07 per diluted common share during the third quarter of 2016.

Announcement of the discontinuation of flexible resealable pouch products along with an agreement to sell the associated pouch equipment for $2.0 million, which closed on November 3, 2017.

Announcement of the exit from nutrition bar product lines and operations in Carson City, NV, targeting substantial completion by the end of the fourth quarter of 2017.

Continued progress on an expansion project to add incremental freezing capacity, storage, and retail bagging capabilities to the Mexican frozen fruit facility, which is expected to be ready in time for the 2018 fruit season.

Continued progress on an expansion project to add increased roasting and press capacity to the specialty cocoa processing facility in the Netherlands.

Continued enhancement of food safety and quality across the manufacturing platform at the plant level and supplier level with a focus on ensuring raw materials meet strict food safety and quality standards before entering the Company’s facilities.

Continued identification and implementation of productivity initiatives focusing on manufacturing efficiencies, purchasing synergies and effective supply chain management.

The roll out of “SunOpta 360” across the network of aseptic beverage facilities, under the direction of a new continuous improvement leader, establishing a sustainable continuous improvement methodology for the Company.

Continued growth of the pipeline of commercial opportunities across the beverage, fruit and fruit snack categories with recent private label, food service, and contract manufacturing account wins across several consumer products categories.

Hiring of a new Chief Customer Officer for the consumer products segment, as well as a new head of marketing, and other new commercial talent that will focus efforts on growing the topline.

Appointment of a new General Manager to lead the frozen fruit platform.

Upgrades of several plant manager positions across the Company.

Continued focus on customer service and working capital levels as S&OP processes and support systems are refined.

Initiation of an ERP implementation project at the Mexican frozen fruit facility in support of on-going efforts to expand the Company’s presence in Mexico.

Revenues

Cost of goods sold

Gross profit

Selling, general and administrative expenses

Intangible asset amortization

Other expense, net

Foreign exchange loss

Earnings (loss) from continuing operations before the following

Interest expense, net

Loss from continuing operations before income taxes

Recovery of income taxes

Loss from continuing operations

Discontinued operations

     Loss from discontinued operations

     Gain on classification as held for sale

     Recovery of income taxes

     Loss from discontinued operations attributable to non-controlling interests

     Loss from discontinued operations attributable to SunOpta Inc.

Loss

Earnings (loss) attributable to non-controlling interests

Loss attributable to SunOpta Inc.

Loss per share^(a)

Loss from continuing operations, less amount attributable to non-controlling interests

Less: dividends and accretion on Series A preferred stock

Loss from continuing operations available to common shareholders

Loss from discontinued operations attributable to SunOpta Inc.

Loss available to common shareholders

Basic loss per share:

     - from continuing operations

     - from discontinued operations

Diluted loss per share:

     - from continuing operations

     - from discontinued operations

Weighted-average number of shares outstanding (000s):

     - Basic

     - Diluted

Loss per share is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Loss available to common shareholders is computed by adding dividends and accretion of Series A preferred stock to loss attributable to SunOpta Inc.

ASSETS

Current assets

     Cash and cash equivalents

     Accounts receivable

     Inventories

     Prepaid expenses and other current assets

     Income taxes recoverable

     Current assets held for sale

Total current assets

Property, plant and equipment

Goodwill

Intangible assets

Deferred income taxes

Other assets

Total assets

LIABILITIES

Current liabilities

     Bank indebtedness

     Accounts payable and accrued liabilities

     Customer and other deposits

     Income taxes payable

     Other current liabilities

     Current portion of long-term debt

     Current portion of long-term liabilities

Total current liabilities

Long-term debt

Long-term liabilities

Deferred income taxes

Total liabilities

Series A Preferred Stock

EQUITY

SunOpta Inc. shareholders’ equity

     Common shares

     Additional paid-in capital

     Retained earnings

     Accumulated other comprehensive loss

Non-controlling interests

Total equity

Total equity and liabilities

CASH PROVIDED BY (USED IN)

Operating activities

Loss

Loss from discontinued operations attributable to SunOpta Inc.

Loss from continuing operations

Items not affecting cash:

     Depreciation and amortization

     Amortization and write-off of debt issuance costs

     Deferred income taxes

     Stock-based compensation

     Unrealized loss (gain) on derivative instruments

     Fair value of contingent consideration

     Impairment of long-lived assets

     Acquisition accounting adjustment on inventory sold

     Other

     Changes in non-cash working capital

Net cash flows from operations - continuing operations

Net cash flows from operations - discontinued operations

Investing activities

Purchases of property, plant and equipment

Proceeds from sale of assets

Acquisition of non-controlling interest

Other

Net cash flows from investing activities - continuing operations

Net cash flows from investing activities - discontinued operations

Financing activities

Increase (decrease) under line of credit facilities

Repayment of line of credit facilities

Borrowings under long-term debt

Repayment of long-term debt

Payment of cash dividends on Series A Preferred Stock

Proceeds from the exercise of stock options and employee share purchases

Payment of debt issuance costs

Payment of contingent consideration

Other

Net cash flows from financing activities - continuing operations

Net cash flows from financing activities - discontinued operations

Foreign exchange gain on cash held in a foreign currency

Increase (decrease) in cash and cash equivalents in the period

Discontinued operations cash activity included above:

     Add: Balance included at beginning of period

     Less: Balance included at end of period

Cash and cash equivalents - beginning of the period

Cash and cash equivalents - end of the period

Segment revenues from external customers:

     Global Ingredients

     Consumer Products

          Total segment revenues from external customers

Segment gross profit:

     Global Ingredients

     Consumer Products

          Total segment gross profit

Segment operating income (loss):

     Global Ingredients

     Consumer Products

     Corporate Services

          Total segment operating income

Segment gross profit percentage:

     Global Ingredients

     Consumer Products

          Total segment gross profit percentage

Segment operating income percentage:

     Global Ingredients

     Consumer Products

          Total segment operating income

       For the quarter ended

       September 30, 2017

       Loss from continuing operations

       Less: earnings attributable to non-controlling interests

       Less: dividends and accretion of Series A Preferred Stock

       Loss from continuing operations available to common shareholders

       Adjusted for:

               Costs related to the Value Creation Plan^(a)

               Product withdrawal and recall costs^(b)

               Recovery of legal settlement^(c)

               Other^(d)

               Net income tax effect^(e)

Adjusted loss

       October 1, 2016

       Loss from continuing operations

       Add: loss attributable to non-controlling interests

       Loss from continuing operations available to common shareholders

       Adjusted for:

               Costs related to the Value Creation Plan^(f)

               Costs related to business acquisitions^(g)

               Product withdrawal and recall costs^(h)

               Litigation-related legal fees⁽ⁱ⁾

               Other^(d)

               Net income tax effect^(e)

               Change in unrecognized tax benefits^(j)

       Adjusted earnings (loss)

Reflects inventory write-downs of $1.3 million recorded in cost of goods sold; and consulting fees, temporary labor, employee recruitment, relocation and retention costs of $2.4 million recorded in SG&A expenses; and asset impairment charges and employee termination costs of $6.6 million recorded in other expense.

Reflects product withdrawal costs not eligible for reimbursement under our insurance policies, which were recorded in other expense.

Reflects a recovery on the early extinguishment of a rebate obligation that arose from the prior settlement of a flexible resealable pouch product recall dispute with a customer, which was recorded in other income.

Other included fair value adjustments related to contingent consideration arrangements and gain/loss on the sale of assets, which were recorded in other expense.

Reflects the tax effect of the preceding adjustments to earnings and reflects an overall estimated annual effective tax rate of approximately 30% on adjusted earnings before tax.

Reflects legal advisory costs of $0.5 million recorded in SG&A expenses; and asset impairment charges of $10.3 million recorded in other expense.

Reflects costs related to the acquisition of Sunrise Holdings (Delaware), Inc. (“Sunrise”) in October 2015 (the “Sunrise Acquisition”), including an acquisition accounting adjustment related to Sunrise’s inventory sold in the third quarter of 2016 of $1.9 million, which was recorded in cost of goods sold; and the non-cash amortization and expense of debt issuance costs incurred in connection with the financing related to the Sunrise Acquisition of $3.6 million, which was recorded in interest expense.

Reflects $0.7 million adjustment for the estimated lost gross profit caused by the recall of certain sunflower kernel products, which reflected a shortfall in revenues against anticipated volumes of approximately $2.9 million, less associated cost of goods sold of approximately $2.2 million.

Reflects legal costs related to the settlement of the flexible resealable pouch product recall dispute with a customer (see (c) above), which were recorded in SG&A expenses.

Reflects the realization of previously unrecognized tax benefits, due to the expiration of the statute of limitations.

For the three quarters ended

September 30, 2017

Loss from continuing operations

Less: earnings attributable to non-controlling interests

Less: dividends and accretion of Series A Preferred Stock

Loss from continuing operations available to common shareholders

Adjusted for:

     Costs related to the Value Creation Plan^(a)

     Product withdrawal and recall costs^(b)

     Recovery of legal settlement^(c)

     Other^(d)

     Net income tax effect^(e)

Adjusted loss

October 1, 2016

Loss from continuing operations

Less: earnings attributable to non-controlling interests

Loss from continuing operations available to common shareholders

Adjusted for:

     Costs related to business acquisitions^(f)

     Legal settlement and litigation-related legal fees^(g)

     Costs related to the Value Creation Plan^(h)

     Product withdrawal and recall costs⁽ⁱ⁾

     Plant start-up costs^(j)

     Write-off of debt issuance costs^(k)

     Other^(l)

     Gain on settlement of contingent consideration^(m)

     Net income tax effect^(e)

     Change in unrecognized tax benefits⁽ⁿ⁾

Adjusted earnings (loss)

Reflects inventory write-downs and facility closure costs of $1.9 million recorded in cost of goods sold; consulting fees, temporary labor, employee recruitment, relocation and retention costs of $20.8 million recorded in SG&A expenses; and asset impairment charges and employee termination costs of $12.5 million recorded in other expense.

Reflects costs related to the recall of certain sunflower kernel products, including a $0.7 million adjustment for the estimated lost gross profit in the first quarter of 2017 caused by the sunflower recall, which reflected a shortfall in revenues against prior year volumes of approximately $3.3 million, less associated cost of goods sold of approximately $2.6 million; and $0.4 million of product withdrawal costs not eligible for reimbursement under our insurance policies, which were recorded in other expense.

Reflects a recovery on the early extinguishment of a rebate obligation that arose from the prior settlement of a flexible resealable pouch product recall dispute with a customer (see (g) below), which was recorded in other income.

Other included fair value adjustments related to contingent consideration arrangements; severance costs unrelated to the Value Creation Plan; and gain/loss on the sale of assets, which were recorded in other expense.

Reflects the tax effect of the preceding adjustments to earnings and reflects an overall estimated annual effective tax rate of approximately 30% on adjusted earnings before tax.

Reflects costs related to the Sunrise Acquisition, including an acquisition accounting adjustment related to Sunrise’s inventory sold in the first three quarters of 2016 of $13.4 million, which was recorded in cost of goods sold; the non-cash amortization and expense of debt issuance costs incurred in connection with the initial financing related to the Sunrise Acquisition of $10.1 million, which were recorded in interest expense; and $2.4 million of integration costs related to the closure and consolidation of our frozen fruit processing operations following the Sunrise Acquisition, which were recorded in cost of goods sold and other expense.

Reflects a charge of $9.0 million for the settlement of a flexible resealable pouch product recall dispute with a customer in the second quarter of 2016, which was recorded in other expense, and associated legal costs, which were recorded in SG&A expenses. The settlement amount included up to $4.0 million in rebates payable to the customer over a four-year period.

Reflects legal advisory costs of $0.5 million recorded in SG&A expenses; and asset impairment charges of $10.3 million recorded in other expense.

Reflects costs of $1.1 million for the withdrawal of a consumer-packaged product for a quality-related issue and $0.6 million for insurance deductibles related to the sunflower recall, which were recorded in other expense. Also reflects a $1.0 million adjustment for the estimated lost gross profit caused by the sunflower recall, which reflected a shortfall in revenues against anticipated volumes of approximately $6.4 million, less associated cost of goods sold of approximately $5.4 million.

Plant start-up costs relate to the ramp-up of production at our Allentown, Pennsylvania, facility following the completion of the addition of aseptic beverage processing and filling capabilities in the fourth quarter of 2015, which were recorded in cost of goods sold. These start-up costs reflected the negative gross profit reported by the facility as the facility ramped up to break-even production levels.

Reflects the write-off to interest expense of $0.2 million of remaining unamortized debt issuance costs related to our former North American credit facilities, which were replaced by the Global Credit Facility.

Other includes severance costs of $0.6 million and fair value adjustments related to contingent consideration arrangements of $0.6 million, which were recorded in other expense.

Reflects a gain of settlement of the contingent consideration obligation related to the Niagara Natural acquisition, which was recorded in other income.

Reflects the realization of previously unrecognized tax benefits, due to the expiration of the statute of limitations.

       For the quarter ended

       September 30, 2017

       Loss from continuing operations

       Recovery of income taxes

       Interest expense, net

       Other expense, net

       Total segment operating income (loss)

               Depreciation and amortization

               Stock-based compensation^(a)

       EBITDA

       Adjusted for:

               Costs related to Value Creation Plan^(b)

       Adjusted EBITDA

       October 1, 2016

       Loss from continuing operations

       Recovery of income taxes

       Interest expense, net

       Other expense, net

       Total segment operating income (loss)

               Depreciation and amortization

               Stock-based compensation^(a)

       EBITDA

       Adjusted for:

               Costs related to Value Creation Plan^(b)

               Costs related to business acquisitions^(c)

               Product withdrawal and recall costs^(d)

               Litigation-related legal fees^(e)

       Adjusted EBITDA

For the third quarter of 2017, stock-based compensation of $2.2 million was recorded in SG&A expenses, and the reversal of $0.2 million of previously recognized stock-based compensation related to forfeited awards previously granted to terminated employees was recognized in other expense. For the third quarter of 2016, stock-based compensation of $1.2 million was recorded in SG&A.

For the third quarter of 2017, reflects inventory write-downs of $1.3 million recorded in cost of goods sold and consulting fees, temporary labor, employee recruitment, relocation and retention costs of $2.4 million recorded in SG&A expenses. For the third quarter of 2016, reflects legal advisory costs recorded in SG&A expenses.

Reflects the acquisition accounting adjustment related to Sunrise’s inventory sold in the third quarter of 2016 of $1.9 million, which was recorded in cost of goods sold.

Reflects the estimated lost gross profit caused by the recall of certain sunflower kernel products of $0.7 million, which reflected the shortfall in revenues against anticipated volumes of approximately $2.9 million, less associated cost of goods sold of approximately $2.2 million.

Reflects legal costs related to the settlement of a flexible resealable pouch product recall dispute with a customer, which were recorded in SG&A expenses.

       For the three quarters ended

       September 30, 2017

       Loss from continuing operations

       Recovery of income taxes

       Interest expense, net

       Other expense, net

       Total segment operating income (loss)

               Depreciation and amortization

               Stock-based compensation^(a)

       EBITDA

       Adjusted for:

               Costs related to Value Creation Plan^(b)

               Product withdrawal and recall costs^(c)

       Adjusted EBITDA

       October 1, 2016

       Loss from continuing operations

       Recovery of income taxes

       Interest expense, net

       Other expense, net

       Total segment operating income (loss)

               Depreciation and amortization

               Stock-based compensation^(a)

       EBITDA

       Adjusted for:

               Costs related to Value Creation Plan^(b)

               Product withdrawal and recall costs^(c)

               Costs related to business acquisitions^(d)

               Litigation-related legal fees^(e)

               Plant expansion and start-up costs^(f)

       Adjusted EBITDA

For the first three quarters of 2017, stock-based compensation of $4.7 million was recorded in SG&A expenses, and the reversal of $0.6 million of previously recognized stock-based compensation related to forfeited awards previously granted to terminated employees was recognized in other expense. For the first three quarters of 2016, stock-based compensation of $3.2 million was recorded in SG&A expenses.

For the first three quarters of 2017, reflects inventory write-downs and facility closure costs of $1.9 million recorded in cost of goods sold, and consulting fees, temporary labor, employee recruitment, relocation and retention costs of $20.8 million recorded in SG&A expenses. For the third quarter of 2016, reflects legal advisory costs of $0.5 million recorded in SG&A expenses.

For the first three quarters of 2017, reflects the estimated lost gross profit caused by the recall of certain sunflower kernel products of $0.7 million, which reflected the shortfall in revenues in the first quarter of 2017 against first quarter 2016 volumes of approximately $3.3 million, less associated cost of goods sold of approximately $2.6 million. For the first three quarters of 2016, reflects estimated lost gross profit of $1.0 million, which reflected a shortfall in revenues in the first three quarters of 2016 against anticipated volumes of approximately $6.4 million, less associated cost of goods sold of approximately $5.4 million.

Reflects costs related to the acquisition accounting adjustment related to Sunrise’s inventory sold in the first three quarters of 2016 of $13.4 million and the integration costs related to the closure and consolidation of our frozen fruit processing operations following the Sunrise Acquisition of $0.2 million, which were recorded in cost of goods sold.

Reflects legal costs related to the settlement of the flexible resealable pouch product recall dispute with a customer, which were recorded in SG&A expenses

Reflects the negative gross profit reported by the Allentown facility as the facility ramped up to break-even production levels.