8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 9, 2015

SUNOPTA INC.

(Exact name of registrant as specified in its charter)

CANADA	001-34198	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2838 Bovaird Drive West

Brampton, Ontario, L7A 0H2, Canada

(Address of Principal Executive Offices) 

(905) 455-1990

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

On October 13, 2015, SunOpta Inc. (“SunOpta”) filed a Current Report on Form 8-K (the “Original 8-K”) reporting that on October 9, 2015, SunOpta completed its acquisition of Sunrise Holdings (Delaware), Inc. (“Sunrise”). This Form 8-K/A amends the Original 8-K to include the historical unaudited financial statements of Sunrise as of September 30, 2015 and for the three and nine months ended September 30, 2015 and 2014 and the unaudited pro forma condensed combined financial information as of October 3, 2015, and for the year ended January 3, 2015 and the three quarters ended October 3, 2015.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial statements of businesses acquired

Item 9.01(a) of the Original 8-K is hereby amended to include Exhibit 99.2 hereto, which is incorporated herein by reference.

(b) Pro Forma Financial Information

Item 9.01(b) of the Original 8-K is hereby amended and restated to include Exhibit 99.3 hereto, which is incorporated herein by reference.

(d) Exhibits

Item 9.01(d) of the Original 8-K is hereby amended to include the list of exhibits in the Exhibit Index hereto, which is incorporated herein by reference.

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 hereunto duly authorized.

SUNOPTA INC.
By:	/s/ Robert McKeracher
	Robert McKeracher
	Vice President and Chief Financial Officer
Date:	December 21, 2015

EXHIBIT INDEX

Exhibit No.	Description
99.2	Unaudited condensed consolidated financial statements of Sunrise as of September 30, 2015 and for the three and nine months ended September 30, 2015 and 2014, together with the notes thereto
99.3	Unaudited pro forma condensed combined financial information, together with the notes thereto

EX-99.2

Exhibit 99.2

Sunrise Holdings (Delaware), Inc. and Subsidiaries

Condensed Consolidated Financial Statements as of September 30, 2015 and December 31, 2014 and the three and nine months ended September 30, 2015 and 2014.

SUNRISE HOLDINGS (DELAWARE), INC. AND SUBSIDIARIES

TABLE OF CONTENTS

	Page
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Balance Sheets		1
Condensed Consolidated Statements of Operations
Three months ended September 30, 2015 and September 30, 2014		2
Condensed Consolidated Statements of Comprehensive Income
Three months ended September 30, 2015 and September 30, 2014		3
Condensed Consolidated Statements of Operations
Nine months ended September 30, 2015 and September 30, 2014		4
Condensed Consolidated Statements of Comprehensive Income
Nine months ended September 30, 2015 and September 30, 2014		5
Condensed Consolidated Statements of Stockholders’ Equity
Nine months ended September 30, 2015 and September 30, 2014		6
Condensed Consolidated Statements of Cash Flows
Nine months ended September 30, 2015 and September 30, 2014		7
Notes to Condensed Consolidated Financial Statements		8–22

SUNRISE HOLDINGS (DELAWARE), INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	September 30, 2015			December 31, 2014
ASSETS
CURRENT ASSETS:
Cash	$	362,000		$	92,000
Accounts receivable — net		29,946,000			20,700,000
Grower loans		125,000			3,052,000
Inventories — net		106,862,000			74,955,000
Deferred income taxes		2,857,000			1,764,000
Loan origination cost — net		1,021,000			1,070,000
Prepaid expenses and other current assets		3,448,000			1,895,000
Total current assets		144,621,000			103,528,000
PLANT AND EQUIPMENT — Net		42,384,000			36,768,000
LOAN ORIGINATION COSTS — Net		2,461,000			3,214,000
INTANGIBLE ASSETS — Net		41,635,000			45,986,000
GOODWILL		50,608,000			51,124,000
OTHER LONG-TERM ASSETS		76,000			44,000
TOTAL	$	281,785,000		$	240,664,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Line of credit	$	1,420,000		$
Accounts payable		16,238,000			13,330,000
Accrued compensation and benefits		2,762,000			2,900,000
Accrued expenses		5,970,000			6,163,000
Current portion of long-term debt		1,634,000			1,859,000
Current portion of capital lease obligations		740,000			456,000
Total current liabilities		28,764,000			24,708,000
DEFERRED TAX LIABILITY		25,159,000			24,327,000
LINE OF CREDIT		37,953,000			17,875,000
LONG-TERM DEBT — Less current portion		131,436,000			122,669,000
CAPITAL LEASE OBLIGATIONS — Less current portion		5,150,000			721,000
COMMITMENTS AND CONTINGENCIES (Note 11)
STOCKHOLDERS’ EQUITY:
Common stock, $.01 par value, authorized 1,000,000 shares, 780,362 shares issued and outstanding at September 30, 2015 and December 31, 2014		8,000			8,000
Additional paid-in capital		44,412,000			43,816,000
Retained earnings		8,245,000			4,814,000
Accumulated other comprehensive (loss)		(1,111,000	)		(337,000	)
Total Sunrise Holdings (Delaware), Inc. stockholders’ equity		51,554,000			48,301,000
Non-Controlling Interest		1,769,000			2,063,000
Total stockholders’ equity		53,323,000			50,364,000
TOTAL	$	281,785,000		$	240,664,000

See notes to condensed consolidated financial statements.

1

SUNRISE HOLDINGS (DELAWARE), INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED (UNAUDITED)

	September 30, 2015		September 30, 2014
REVENUES:
Product, net	$	87,532,000	$	64,849,000
Service, net		942,000		828,000
Rental		635,000		839,000
Financing				14,000
Total revenues, net		89,109,000		66,530,000
COST OF REVENUES		76,714,000		54,793,000
GROSS PROFIT		12,395,000		11,737,000
OPERATING EXPENSES:
Selling		861,000		962,000
General and administrative		5,611,000		5,086,000
Transaction and transition costs (Note 6)		4,000		7,000
Total operating expenses		6,476,000		6,055,000
INCOME FROM OPERATIONS		5,919,000		5,682,000
OTHER EXPENSE — Net		490,000		45,000
INTEREST EXPENSE — Net		3,108,000		2,093,000
INCOME BEFORE INCOME TAX EXPENSE		2,321,000		3,544,000
INCOME TAX EXPENSE		346,000		1,069,000
NET INCOME	$	1,975,000	$	2,475,000
NET LOSS ATTRIBUTED TO NON-CONTROLLING INTEREST		260,000
NET INCOME ATTRIBUTED TO SUNRISE HOLDINGS (DELAWARE), INC.	$	2,235,000	$	2,475,000

See notes to the condensed consolidated financial statements.

2

SUNRISE HOLDINGS (DELAWARE), INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED (UNAUDITED)

	September 30, 2015			September 30, 2014
Net income	$	1,975,000		$	2,475,000
Other comprehensive loss:
Foreign currency translation		(435,000	)		—
Comprehensive income	$	1,540,000		$	2,475,000

See notes to the condensed consolidated financial statements.

3

SUNRISE HOLDINGS (DELAWARE), INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED (UNAUDITED)

	September 30, 2015		September 30, 2014
REVENUES:
Product, net	$	226,829,000	$	188,568,000
Service, net		5,495,000		2,568,000
Rental		2,062,000		2,476,000
Financing		66,000		33,000
Total revenues, net		234,452,000		193,645,000
COST OF REVENUES		202,133,000		159,778,000
GROSS PROFIT		32,319,000		33,867,000
OPERATING EXPENSES:
Selling		2,711,000		2,824,000
General and administrative		15,809,000		16,322,000
Transaction and transistion costs (Note 6)		219,000		665,000
Total operating expenses		18,739,000		19,811,000
INCOME FROM OPERATIONS		13,580,000		14,056,000
OTHER EXPENSE/(INCOME) — Net		863,000		(4,557,000	)
INTEREST EXPENSE — Net		8,176,000		6,008,000
INCOME BEFORE INCOME TAX EXPENSE		4,541,000		12,605,000
INCOME TAX EXPENSE		1,132,000		4,147,000
NET INCOME	$	3,409,000	$	8,458,000
NET LOSS ATTRIBUTED TO NON-CONTROLLING INTEREST		22,000
NET INCOME ATTRIBUTED TO SUNRISE HOLDINGS (DELAWARE), INC.	$	3,431,000	$	8,458,000

See notes to the condensed consolidated financial statements.

4

SUNRISE HOLDINGS (DELAWARE), INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE NINE MONTHS ENDED (UNAUDITED)

	September 30, 2015			September 30, 2014
Net income	$	3,409,000		$	8,458,000
Other comprehensive loss:
Foreign currency translation		(774,000	)		—
Comprehensive income	$	2,635,000		$	8,458,000

See notes to the condensed consolidated financial statements.

5

SUNRISE HOLDINGS (DELAWARE), INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014 (UNAUDITED)

	Common Stock				Additional Paid-In Capital			Accumulated Deficit/ Retained Earnings			Accumulated Other Comprehensive Loss			Non- Controlling Interest			Total
	Shares		Amount
BALANCE — December 31, 2013		780,362	$	8,000	$	83,124,000		$	(4,846,000	)	$	—		$	—		$	78,286,000
Dividend paid						(40,000,000	)											(40,000,000	)
Stock-based compensation expense						512,000												512,000
Net income									8,458,000									8,458,000
BALANCE — September 30, 2014		780,362	$	8,000	$	43,636,000		$	3,612,000		$	—		$	—		$	47,256,000
BALANCE — December 31, 2014		780,362	$	8,000	$	43,816,000		$	4,814,000		$	(337,000	)	$	2,063,000		$	50,364,000
Stock-based compensation expense						596,000												596,000
Net income									3,431,000						(22,000	)		3,409,000
Other comprehensive (loss)												(774,000	)		(272,000	)		(1,046,000	)
BALANCE — September 30, 2015		780,362	$	8,000	$	44,412,000		$	8,245,000		$	(1,111,000	)	$	1,769,000		$	53,323,000

See notes to condensed consolidated financial statements.

6

SUNRISE HOLDINGS (DELAWARE), INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED (UNAUDITED)

	September 30, 2015			September 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	3,409,000		$	8,458,000
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation		3,347,000			2,730,000
Amortization of loan origination costs		802,000			801,000
Amortization of fair value of inventory (Note 4)					412,000
Amortization of intangibles		4,352,000			4,630,000
Stock-based compensation expense		596,000			512,000
Gain on acquisition					(1,208,000	)
Provision for doubtful accounts & grower loan losses					25,000
Deferred income tax		(182,000	)
Foreign Exchange		252,000
Gain on the sale of capital assets		2,000			49,000
Changes in operating assets and liabilities:
Accounts receivable		(7,780,000	)		(9,567,000	)
Grower loans		2,928,000			(1,119,000	)
Income tax receivable		(1,627,000	)		1,318,000
Inventories		(32,008,000	)		(21,754,000	)
Prepaid expenses and other current assets		(1,631,000	)		(3,450,000	)
Other assets		(36,000	)		(105,000	)
Accounts payable		3,176,000			7,530,000
Accrued expenses and accrued compensation and benefits		(316,000	)		(3,979,000	)
Net cash used in operating activities		(24,716,000	)		(14,717,000	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of plant and equipment					4,000
Cash paid for acquisitions					(10,848,000	)
Additions to plant and equipment		(9,998,000	)		(6,419,000	)
Net cash used in investing activities		(9,998,000	)		(17,263,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment on senior revolver credit facility		(54,422,000	)		(17,900,000	)
Borrowing on senior revolving credit facility		74,500,000			38,400,000
Principal payment on long-term debt and capital lease obligations		(1,755,000	)		(2,629,000	)
Proceeds from issuance of debt		11,489,000			45,565,000
Proceeds from capital lease		4,784,000
Distribution to shareholders					(40,000,000	)
Loan origination costs					(1,979,000	)
Net cash provided by financing activities		34,596,000			21,457,000
Effect of exchange rate changes on cash		388,000
NET INCREASE/(DECREASE) IN CASH		270,000			(10,523,000	)
CASH — Beginning of period		92,000			10,553,000
CASH — End of period	$	362,000		$	30,000
SUPPLEMENTAL CASH FLOW INFORMATION — Cash paid during the period for:
Interest	$	6,551,000		$	5,242,000
Income taxes	$	378,000		$	9,129,000
NONCASH FINANCING ACTIVITIES:
Accrued capital expenditures at period-end	$	180,000		$	5,000

See notes to condensed consolidated financial statements.

7

SUNRISE HOLDINGS (DELAWARE), INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2015 AND DECEMBER 31, 2014 AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

1. ORGANIZATION AND BASIS OF PRESENTATION

Description of Business — Sunrise Holdings (Delaware), Inc. (the “Company”), a Delaware corporation, is the holding company of Sunrise Growers, Inc. and its subsidiaries. The equity of the Company consists of 1,000,000 authorized shares and 780,362 outstanding shares of common stock as of September 30, 2015. The shares of common stock have voting rights of one vote per share.

The Company and its subsidiaries are principally involved in the processing and selling of frozen strawberries, as well as other fruits, from its facilities in California, Kansas and Mexico, to retail, food service, and industrial customers. The Company is subject to USDA regulations and most of its revenues are derived from customers located in the United States.

Sunrise Holdings (Delaware), Inc. and majority owned subsidiaries include Sunrise Growers, Inc., Farm Capital, Inc. (FCI), Pacific Ridge Farms, LLC (PRF), Sunrise Growers Mexico, S. DE R.L. de C.V. and Opus Foods, Mexico S.A. de C.V. (Opus). FCI is a licensed chartered lending institution. FCI originates secured and unsecured loans to third-party growers in California, earning interest income on the borrowings.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation — The consolidated financial statements include the accounts of Sunrise Holdings (Delaware), Inc. and each of its wholly owned and majority owned subsidiaries including Sunrise Growers, Inc., Farm Capital, Inc. (FCI), Pacific Ridge Farms, LLC (PRF), Sunrise Growers Mexico, S. DE R.L. de C.V. and Opus Foods, Mexico S.A. de C.V. (Opus). All intercompany transactions and balances have been eliminated in consolidation.

Basis of Presentation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and following the requirements of the Securities and Exchange Commission (“SEC”), for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of the Company’s financial information. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted under the rules and regulations of the SEC.

The Company has evaluated subsequent events through December 11, 2015, the date these consolidated financial statements were available to be issued.

Cash — The Company maintains its cash accounts with banks located in the United States of America and Mexico. Cash balances in the United States are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per bank. The Company had $1,250,000 cash balance, prior to consideration of outstanding checks, with one bank at September 30, 2015, that exceeded the balance insured by the FDIC.

Allowance for Doubtful Accounts — Management provides a reserve for uncollectible accounts receivable balances based on known customer exposures, historical credit experience, and any known specific issues or disputes, which exist as of the balance sheet date. Fully reserved balances are written-off against the reserve once collection is determined to be remote.

8

Grower Loans — Loans to growers are collateralized by the contracted crops in the field and are repaid from proceeds of harvested crops. As of September 30, 2015, the Company has only one loan outstanding to a long-time grower and provider of freezer strawberries. The Company generally charges interest on the loans at a varying rate based on the Company’s borrowing rate and relationship with the grower. The average interest rate charged on the loan outstanding was 5.75%. Interest income on loans to growers is classified as financing revenue in the accompanying consolidated statements of operations.

Inventories — Inventories consist principally of processed frozen strawberries and other fruits. The Company values inventories at the lower of cost or market. Cost is determined using the first-in, first-out method and includes raw fruit, packaging, labor, and overhead costs.

Concentrations — Sales to the Company’s recurring customers are generally made on open account terms. As of September 30, 2015 and December 31, 2014, two customers accounted for 24% and 19%, and 25% and 19% of accounts receivable, respectively. During the nine months ended September 30, 2015, four customers represented 23%, 18%, 11% and 10% of total revenues, and for the nine months ended 2014, three customers represented 24%, 18% and 11% of total revenues, respectively. For the three month period ended September 30, 2015, three customers represented 24%, 19% and 14% and for the three month period ended September 30, 2014, four customers represented 22%, 15%, 12% and 10% of total revenues, respectively. Management performs ongoing credit evaluations of its customers and generally does not require collateral on its accounts receivable.

Plant and Equipment — Plant and equipment are recorded at cost. Depreciation is provided for using the straight-line method over the estimated useful lives of the assets as follows:

Buildings	40 years
Machinery and equipment	5–7 years
Office furniture and equipment	3–5 years
Vehicles	3–7 years
Software	3 years

Leasehold improvements are depreciated over the shorter of the useful life of the improvements or the term of the related lease. Maintenance and repairs are charged to operating expense as incurred.

Long-Lived Assets — Management reviews the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the carrying amount of the long-lived assets (asset group) is not recoverable and exceeds its estimated fair value. The carrying amount of the long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). Management determined there was no impairment as of September 30, 2015 and 2014.

Goodwill and Intangible Assets — Intangible assets consist of tradenames, customer relationships, and noncompetition agreements. Intangible assets with definite lives are amortized over their respective estimated useful lives using the straight-line method. The period of amortization is 2 to 10 years (see Note 6).

Intangible assets with indefinite lives are not amortized, but instead are measured for impairment at least annually or when events indicate that impairment exists. The Company calculates impairment as the excess of the carrying value of indefinite-lived intangible assets over their estimated fair value. If the carrying value exceeds the estimate of fair value, a write-down is recorded. The Company concluded that there was no impairment to intangible assets at September 30, 2015 and 2014.

Goodwill represents the excess of purchase price over fair value of assets acquired and liabilities assumed in a business combination. The Company does not amortize its goodwill. The Company performs its impairment test annually at its fiscal year-end or more frequently if impairment indicators arise. Such review entails comparing the carrying value to the fair value. If the aggregate carrying value of goodwill exceeds the fair value, the goodwill is impaired to the extent of the difference between the fair value and the aggregate carrying value. No impairment was recorded during the nine months ended September, 30, 2015 and 2014.

9

Loan Origination Costs — Loan origination costs reflect the balance of loan origination fees and certain direct loan origination costs that are deferred and recognized over the life of the related note. The net fees and costs are amortized into interest expense in the accompanying consolidated statements of operations using the effective interest method

Fair Value of Financial Instruments — Management determines fair value using an “exit price” to value an asset or liability, which is the price at which an asset could be sold or a liability could be transferred in an orderly process that is not a forced liquidation or distressed sale at the measurement date. The Company applies a hierarchy of information that prioritizes market inputs used in measuring fair value, as follows:

Level 1 —	Quoted prices in active markets for identical assets or liabilities
Level 2 —	Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly for substantially the full term of the financial instrument
Level 3 —	Unobservable inputs for the asset or liability

The Company uses interest rate swaps to manage the mix of its debt between fixed and variable rate instruments. As of September 30, 2015, the Company had two interest rate swaps with notional amounts of $32,175,000 and $20,000,000. Interest rate swaps were not designated as accounting hedges and expire on May 3, 2016 and March 31, 2017, respectively. Three swaps were in place as of December 31, 2014, the notional amounts were $32,587,000, $20,000,000 and $7,000,000. Changes in the fair value of the swap agreements are recognized in interest expense.

The following table presents assets and liabilities recorded at fair value on the consolidated balance sheet on a recurring basis.

Fair Values of Derivative Instruments

		As of			As of
	Level 2	September 30, 2015			December 31, 2014
Interest rate swap	Fair Value	$	(153,000	)	$	(20,000	)

Effect of Non-designated Derivative Instruments on Net Loss

	Location of (Gain) or Loss	Nine Months Ended		Nine Months Ended
	Recognized in Net Loss	September 30, 2015		September 30, 2014
Net periodic cash settlements and change in fair value	Interest expense	$	334,000	$	166,000

At September 30, 2015, management believes that the carrying amount of cash, accounts receivable, grower loans, accounts payable, and accrued expenses approximate fair value due to the short maturity of these financial instruments. Management believes that the carrying amount of debt approximates the fair value and has been calculated based on the borrowing rates available as of September 30, 2015, for debt with similar terms and maturities.

Noncontrolling Interest —On December 3, 2014, the Company acquired a 75% interest in Opus Foods, Mexico S.A. de C.V (“Opus”). Noncontrolling interest at September 30, 2015 and December 31, 2014 is related to the membership interest the Company does not own in Opus.

Stock-Based Compensation — The Company accounts for stock-based compensation based on the fair value of the award on the grant date. Compensation expense is recognized on a straight-line basis over the requisite service period and is adjusted for estimated forfeitures. The requisite service period is the vesting period for stock options.

10

Revenue Recognition — Sales of frozen fruit are recognized as revenue upon passing of title and risk when a third-party shipper is used, persuasive evidence of an arrangement exists, collectability is reasonably assured, and upon acceptance of delivery by the customer if the Company uses their own trucks. The Company’s product sales consists primarily of frozen product that is packaged and processed in processing plants and sold to customers. The Company records all product sales at the gross sales amount.

Service revenues are derived from blast freezing, cooling and cold storage for third parties. Service revenue is recorded when services are performed.

Promotional Allowances — The Company records the consideration paid to resellers as a reduction of the selling prices of the Company’s products and services. The Company has classified $670,000 and $569,000 as a reduction of revenue for the three month period ended September 30, 2015 and 2014, respectively and $2,246,000 and $1,799,000 for the nine month period ended September 30, 2015 and 2014, respectively.

Cost of Revenue — Cost of revenue reflects the inventory cost of the product sold and is recorded simultaneously when revenue of the product is recognized. Product costs include fruit costs, ingredients, packaging, wages to process the fruit, rents and utilities, supplies and depreciation. Cost of revenue also includes cold storage and handling costs.

Shipping and Handling — The Company records shipping costs in cost of revenues in the accompanying consolidated statements of operations.

Other Income — Other income for the period ended includes:

	Three months ended
	September 2015		September 2014
Foreign exchange	$	431,000	$	—
Loss on sale of asset		—		45,000
Other		59,000		—
	$	490,000	$	45,000

	Nine months ended
	September 2015		September 2014
Insurance claims(1)	$	—	$	(3,397,000	)
Gain on acquisition(2)		—		(1,208,000	)
Foreign exchange		799,000		—
Loss on sale of asset				48,000
Other		64,000		—
	$	863,000	$	(4,557,000	)

(1) In 2013, the Company identified that an employee had been misappropriating cash. In 2014, the Company received insurance recoveries related to the losses sustained.

(2) In September 2014, as a result of the acquisition of Pacific Ridge Farms, LLC, the Company recorded a $1,208,000 gain on acquisition (Note 6).

Income Taxes — Income taxes are recorded using the liability method whereby deferred tax assets and liabilities are recognized to reflect the future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. Measurement of the deferred tax items is based on enacted tax laws. In the event the future consequences of differences between financial reporting basis and tax basis of the Company’s assets and liabilities result in a deferred tax asset, management evaluates the probability of realizing the future benefits indicated by such asset. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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Additionally, the Company accrues for uncertain tax positions. An uncertain tax position is recognized when it is probable that a liability has been incurred as of the date of the consolidated financial statements and the amount of the loss can be reasonably estimated. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recorded.

Use of Estimates — The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Accounts that reflect significant estimates as of September 30, 2015, include the allowance for doubtful accounts, reserve for excess and obsolete inventories, and accrued expenses. Actual results could differ from those estimates.

Recent Accounting Pronouncements — In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). This ASU states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except in certain situations. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption and retrospective application are permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Based on the Company’s evaluation, the adoption of this ASU did not have a material impact on its consolidated financial statements.

In April 2014, the FASB issued ASU 2014-08, which amends the definition of a discontinued operation and requires entities to provide additional disclosures about discontinued operations as well as disposal transactions that do not meet the discontinued-operations criteria. This ASU will make it more difficult for a disposal transaction to qualify as a discontinued operation. The ASU also expands the scope of ASC 205-20 to disposals of equity method investments and businesses that, upon initial acquisition, qualify as held for sale. In addition, the ASU requires entities to reclassify assets and liabilities of a discontinued operation for all comparative periods presented in the statement of financial position. The ASU is effective prospectively for all disposals (except disposals classified as held for sale before the adoption date) or components initially classified as held for sale in periods beginning on or after December 15, 2014. The Company does not expect the adoption of this ASU will have a material impact on the consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers: (Topic 606). This ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. In addition, the existing requirements for the recognition of gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (e.g., assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles — Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this ASU. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in this ASU, as amended by ASU 2015-14, are effective for annual reporting periods beginning after December 15, 2018, and interim periods within annual reporting periods beginning after December 31, 2019. Early adoption is permitted as of an annual period beginning after December 15, 2017. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.

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In June 2014, the FASB issued ASU No. 2014-12, “Compensation — Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” This ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period, be treated as a performance condition. The performance target should not be reflected in estimating the grant date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures, and provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. Until the issuance of this ASU, US GAAP lacked guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company does not expect that the adoption of this amendment will have a material impact on its consolidated financial statements and disclosures.

ASU No. 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), was issued in April 2015. ASU 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in an entity’s balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, instead of being presented as a deferred charge in the balance sheet. Significantly, the recognition and measurement guidance for debt issuance costs are not affected by ASU 2015-03. An entity is required to adopt ASU 2015-03 for reporting periods beginning on or after December 15, 2015. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11, which requires entities to measure most inventory at the lower of cost and net realizable value, thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market (market in this context is defined as one of three different measures, one of which is net realizable value). The ASU is effective prospectively for annual periods beginning after December 15, 2016, and interim periods thereafter. The Company does not expect the adoption of this ASU will have a material impact on the consolidated financial statements.

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3. ACCOUNTS RECEIVABLE

Accounts receivable, net, consists of the following:

	September 30, 2015			December 31, 2014
Trade	$	27,561,000		$	18,645,000
Other unsecured receivable — non interest bearing		2,511,000			1,318,000
Income tax receivable		—			857,000
		30,072,000			20,820,000
Less allowance for doubtful accounts		(126,000	)		(120,000	)
	$	29,946,000		$	20,700,000

4. INVENTORIES

Inventories consist of the following:

	September 30, 2015		December 31, 2014
Processed frozen fruit	$	102,484,000	$	71,122,000
Packaging supplies and raw ingredients		4,378,000		3,833,000
	$	106,862,000	$	74,955,000

Inventory is recorded at cost as of September 30, 2015 and December 31, 2014. During the three and nine months ended September 30, 2014, the Company recognized $27,000 and $412,000 in cost of revenues as a result of the amortization of the inventory fair value adjustment related to the acquisition of Pacific Ridge Farms. (Note 6). There was zero amortization for three and nine months ended September 30, 2015 because the fair value adjustment was fully amortized.

5. PLANT AND EQUIPMENT

Plant and equipment, net, consist of the following:

	September 30, 2015			December 31, 2014
Machinery and equipment	$	21,921,000		$	20,576,000
Office furniture and equipment		1,160,000			779,000
Land & land improvements		6,273,000			6,059,000
Building		6,198,000			6,393,000
Leasehold improvements		1,674,000			1,674,000
Vehicles		925,000			771,000
Software		2,413,000			242,000
Construction in progress		10,283,000			5,507,000
		50,847,000			42,001,000
Less accumulated depreciation		(8,463,000	)		(5,233,000	)
	$	42,384,000		$	36,768,000

Depreciation expense for the three month and nine month period ended September 30, 2015 and 2014 was $1,345,000 and $919,000, and $3,347,000 and $2,730,000 respectively.

6. GOODWILL & INTANGIBLE ASSETS

On January 10, 2014, the Company acquired 100% of all issued and outstanding shares of Pacific Ridge Farms, LLC, for a total purchase price of $11,077,000. The purpose of the acquisition was to expand the

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Company’s production capacity. The Company acquired $229,000 of cash as part of the acquisition. Transaction costs associated with the Pacific Ridge Farms acquisition totaled $679,000, including $7,000 and $665,000 in the three and nine month period ended September 2014, respectively, and are recorded in transactions costs on the consolidated statements of operations

The company recorded all assets acquired and liabilities assumed at fair value. The Company acquired certain definite-lived intangible assets, including customer relationships, tradename, and assembled workforce; however they were deemed to have negligible value under the “value in exchange” premise and as such were economically adjusted to a zero value. The company used the in-use premise method to fair value the land and buildings acquired. The sum of the acquired assets and liabilities exceeded the purchase price and as such, the Company recorded a gain on acquisition of $1,208,000 in the other income section of the consolidated statements of operations.

The final purchase price allocation is as follows:

	Fair Value (Level 3)
Cash	$	229,000
Accounts receivable		1,017,000
Inventories		3,898,000
Prepaid expenses and other current assets		647,000
Property & equipment		8,113,000
Accounts payable		(188,000	)
Accrued liabilities		(660,000	)
Deferred tax liability		(771,000	)
Fair value of assets and liabilities acquired		12,285,000
Gain on acquisition		(1,208,000	)
Total purchase price	$	11,077,000

On December 3, 2014 the Company acquired 75% of the capital stock of Opus for total consideration of $7,308,000. The purpose of the acquisition was to expand the Company’s fruit supply in the Mexican market. The agreement also includes a call option for the remaining 25% of the capital stock. Transaction costs associated with the Opus acquisition totaled $233,000 and were recorded in transaction costs in the consolidated statements of operations in December 2014. The three and nine months ended September 30, 2015 also include $4,000 and $219,000 of costs for the Opus acquisition transition.

The Company recorded all assets acquired and liabilities assumed at fair value. The Company acquired certain definite-lived intangible assets, including tradename, non-compete agreements, and assembled workforce; however they were deemed to have negligible value. The company used the in-use method to fair value the land and buildings acquired.

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The final purchase price allocation is as follows:

	Fair Value (Level 3)
Accounts receivable	$	1,301,000
Inventories		284,000
Prepaid expenses and other current assets		208,000
Property & equipment		7,965,000
Goodwill		4,017,000
Other long-term assets		34,000
Deferred tax asset		9,000
Accounts payable		(1,421,000	)
Accrued liabilities		(233,000	)
Debt		(806,000	)
Capital lease		(1,088,000	)
Deferred tax liability		(739,000	)
Equity		(2,223,000	)
	$	7,308,000

The following sets forth the goodwill and intangible assets by major asset class:

			September 30, 2015
	Useful Life				Accumulated			Net Book
	(Years)		Gross		Amortization			Value
Intangible Assets
Amortizing:
Customer relationships		10	$	55,500,000	$	(13,931,000	)	$	41,569,000
Tradename		2		1,200,000		(1,200,000	)		0
Non-compete		5		120,000		(54,000	)		66,000
Total intangible assets			$	56,820,000	$	(15,185,000	)	$	41,635,000

			December 31, 2014
	Useful Life				Accumulated			Net Book
	(Years)		Gross		Amortization			Value
Intangible Assets
Amortizing:
Customer relationships		10	$	55,500,000	$	(9,768,000	)	$	45,732,000
Tradename		2		1,200,000		(1,029,000	)		171,000
Non-compete		5		120,000		(37,000	)		83,000
Total intangible assets			$	56,820,000	$	(10,834,000	)	$	45,986,000

The following sets forth the changes in goodwill from December 31, 2013 through September 30, 2015:

Goodwill as of December 31, 2013	$	47,310,000
Acquisition of Opus		4,017,000
Foreign exchange impact		(203,000	)
Goodwill as of December 31, 2014	$	51,124,000
Foreign exchange impact		(516,000	)
Goodwill as of September 30, 2015	$	50,608,000

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7. ACCRUED EXPENSES

Accrued expenses consist of the following:

	September 30, 2015		December 31, 2014
Accrued freight	$	2,372,000	$	2,414,000
Accrued rebates		868,000		1,183,000
Lease impairment		239,000		436,000
Deferred Revenue		526,000		363,000
Other		1,965,000		1,767,000
	$	5,970,000	$	6,163,000

8. DEBT

On March 19, 2013, Sunrise Growers, Inc. entered into a Senior Credit Facility with a bank syndication group. The credit facility permits Sunrise Growers, Inc. to borrow up to $30,000,000 on a revolving line of credit and also borrow $66,000,000 on a term loan. Loan fees of $3,745,000 were incurred related to this debt and were recorded as loan origination costs in the consolidated balance sheet. The credit facility terminates March 19, 2018.

Quarterly principal term loan payments of $165,000 are payable June 30, 2013, through December 31, 2018. The debt is collateralized by substantially all of the Company’s assets and the outstanding principal balance, and all unpaid interest is due on the maturity date.

In conjunction with the acquisition of Packers Food Products, Inc., on June 27, 2013, the Company entered into the First Amendment to the Senior Credit Facility to increase the aggregate principal amount by $14,000,000 to $80,000,000. Principal term loan payments increased to $200,000 per quarter commencing September 30, 2013, through December 31, 2018. Loan fees of $370,000 were incurred for the First Amendment and are recorded as loan origination costs in the consolidated balance sheet as of December 31, 2014.

On February 28, 2014 the Company entered into the Second Amendment to the Credit Agreement which increased the revolving credit facility $5,000,000 to a maximum borrowing of $35,000,000. The Second Amendment also increased the aggregate principal term amount from $80,000,000 to $125,000,000. The proceeds from the increased term were used to fund a distribution to the Company’s stockholders, to repay a $1,750,000 promissory note dated June 27, 2013 and to pay the fees associated with the Second Amendment. Principal payments increased to $312,500 per quarter commencing March 31, 2014, through December 31, 2018. Arrangement and Loan fees incurred as a result of the transaction totaled $1,979,000 and are recorded as loan origination costs in the consolidated balance sheet.

On April 29, 2015, the Company entered into the Third Amendment to the Credit Agreement which increased the aggregate revolving credit line from $35,000,000 to $45,000,000 to fund working capital requirements needed to support the growth of the business. Fees incurred as a result of the amendment totaled $100,000 and were expensed to general and administrative expense in the nine month period ended September 2015.

On June 29, 2015, the Company entered into a Fourth Amendment to the Credit Agreement which increased the aggregate revolving credit line from $45,000,000 to $50,000,000 and increased the term loan by $10,000,000 to further fund working capital and capital expenditures. The Fourth Amendment increased quarterly Principal payments from $312,500 to $334,000. Fees incurred as a result of the amendment totaled $343,000 and were expensed to general and administrative expense in the nine month period ended September 2015.

Interest is priced quarterly and is determined by the Company’s average collateral availability for the previous 12-month period. The interest rate on the revolving credit agreement at September 30, 2015 and

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December 31, 2014, was 7.0% and 6.75%. The balance outstanding under the senior revolving credit facility was $37,953,000 and $17,875,000 at September 30, 2015 and December 31, 2014, respectively. As of September 30, 2015 and December 31, 2014, the outstanding principal balance of the Sunrise Growers, Inc. term loan was $132,770,000 and $123,750,000 and the interest rate was priced using the London InterBank Offered Rate interest option of 5.75% and 5.5%.

The Senior Revolving Credit Facility and Senior Credit Facility are subject to financial covenants adjusting quarterly, including a consolidated fixed charge coverage ratio and a consolidated senior leverage ratio. The Company was not required to file a compliance certificate for September 30, 2015 because of the sale of the Company and debt pay off on October 9, 2015 (Note 14). The Company was in compliance with its covenants at December 31, 2014. The credit agreement also has a provision for an annual excess cash flow principal payment, based upon certain financial criteria, payable upon the issuance of the end of the year audited financial statements. For the year ended December 31, 2014, no additional payment was due.

Long-term debt at September 30, 2015 and December 31, 2014, consists of the following:

	2015			2014
Term loan	$	132,770,000		$	123,750,000
Less current maturities		(1,334,000	)		(1,250,000	)
	$	131,436,000		$	122,500,000

In July 2015, Opus obtained a line of credit to fund working capital and capital expenditures. The interest rate is 5.0% and the loan term is 180 days with options to renew for three years.

Other debt at September 30, 2015, consists of the following:

	2015
Line of credit	$	1,420,000

As of September 30, 2015, Opus has approximately $300,000 in a short term promissory notes, with interest paid monthly at a rate of 9.5%. As of December 31, 2014, Opus had approximately $778,000 in promissory notes. The notes had due dates of 2015 and 2016, with interest paid monthly at an approximate average rate of 9.0%. Some of the loans outstanding at year-end were paid off early in the first nine months of 2015.

Promissory notes at September 30, 2015 and December 31, 2014, consists of the following:

	2015			2014
Promissory notes	$	300,000		$	778,000
Less current maturities		(300,000	)		(609,000	)
	$	0		$	169,000

9. CAPITAL LEASE OBLIGATIONS

Sunrise Holdings (Delaware), Inc. leases certain equipment under capital lease agreements. As of December 2014, the balance outstanding for capital leases included $143,000 for domestic operations and approximately $1,034,000 in capital leases for Opus.

In April 2015, the Company entered into a master service agreement which included two seven year capital leases to assist with specific growth and expansion initiatives in the Company’s Santa Maria and Kansas facilities. The capital lease balance as of September 30, 2015 totaled $3,900,000 for domestic operations. The capital projects are not completely operational, as such, additional financing maybe added to the balance outstanding. Lease payments will not commence until the project is completed.

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In July and September 2015, Opus added two new capital leases totaling $911,000 to finance vehicles and machinery and equipment for processing operations. As of September 2015, Opus capital lease liability is approximately $1,951,000.

Period Ending September 30,
2016	$	1,540,000
2017		1,407,000
2018		1,224,000
2019		770,000
2020		715,000
Thereafter		1,432,000
		7,088,000
Less interest		(1,198,000	)
Present value of future minimum lease payments		5,890,000
Less current portion		(740,000	)
	$	5,150,000

10. STOCK OPTIONS

In 2013, the Board of Directors approved the 2013 Stock Option Plan (the “Plan”), which is a plan for eligible persons of the Company under which nonqualified stock options may be granted. The option vesting period is determined by the Board of Directors at the time of grant. Options granted include both performance-based options and time-based options. Performance-based options vest in full upon the achievement of a specified stock price. Time-vested options vest 20% on the vesting commencement date, and then 20% on each of the four anniversaries of the vesting commencement date. Both option types expire 10 years from the grant date. The exercise price of the option cannot be less than the fair market value on the date the option is granted.

On February 28, 2014, the Company declared and subsequently paid a pro rata cash dividend to its stockholders totaling $40,000,000 and lowered the exercise price of 79,733 stock options by $54.93 per share. The cash payments totaling $40,000,000 reduced additional paid-in capital by the same amount. The 2013 Stock Option Plan has nondiscretionary antidilution provisions that require the fair value of the option awards to be equalized in the event of an equity restructuring. Consequently, the board of directors of the Company was obligated under the antidilution provisions to approve the reduction of the exercise price on the unvested options. No incremental stock-based compensation expense was recognized for the dividend for the vested options or reduction in exercise price for the unvested options.

On December 3, 2014 in conjunction with the acquisition of Opus Foods, Mexico S.A. de C.V, and by way of unanimous written consent of the Board of Directors, the total number of shares authorized for grant under the 2013 Stock Option Plan was increased to 88,233 and 8,500 options were granted. Options were granted with an exercise price equal to the fair value as of the grant date.

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Stock option activity under the Plan for the nine month period end September 30, 2015 and the twelve month period end December 31, 2014, was as follows:

	Shares		Weighted Average Exercise Price		Remaining Contractual Life (Years)
Outstanding options — December 31, 2013(1)		79,733	$	45.07		9.3
Options granted		8,500		214.4		10.0
Options exercised
Options forfeited/canceled		—		—		—
Outstanding options — December 31, 2014		88,233		61.4		9.4
Options granted
Options exercised
Options forfeited/canceled		—		—		—
Outstanding options — September 30, 2015		88,233		61.4		7.7
Options vested and expected to vest — September 30, 2015		88,233		61.4		7.7
Options exerciseable as of September 30, 2015		19,304

(1) The grant date weighted-average exercise price reflects the reduction of the exercise price by $54.93 per share for the 79,733 stock options that were part of the February 28, 2014 dividend discussed above.

The fair value of stock options granted during 2014 was $94.71 per share for time-based options and was estimated at the grant date using a Black-Scholes option-pricing model. No options were granted in the nine months ended September 30, 2015. The fair value of stock options reflects a volatility factor, which was calculated using an average of peer companies’ historical volatility. The expected life was computed using the simplified method because the Company does not have relevant historical data to provide an estimate. The fair value of stock options was determined using the following assumptions:

	December 31, 2014
Expected term (years)		6.5
Risk-free interest rate		1.81	%
Volatility		41.92	%
Dividend yield(1)		—	%

(1) The board of directors paid a dividend to stockholders in February 2014 .The Company’s board of directors does not plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero.

The fair value for performance-based options issued in 2014 was $22.77 per share. No performance based options were issued during the nine months ended September 30, 2015. The fair value of performance-based options was estimated at the grant date using the Monte-Carlo simulation model based on a number of factors, including a volatility of 30%, an estimated term of 1 year, the estimated price of the Company’s common stock, and the estimated probability of achieving the Company’s performance conditions as of the grant date.

As of September 30, 2015 and December 31, 2014, unrecognized compensation expense related to unvested stock options aggregated to $2,162,000 and $2,758,000 which is expected to be recognized by the end of 2019. The Company’s pretax compensation expense for stock-based employee compensation for the three month period September 2015 and 2014 was $204,000 and $170,000, respectively. The compensation expense for the nine month period September 2015 and 2014 was $596,000 and $512,000, respectively. Compensation expense is included in general and administrative expenses in the accompanying consolidated statements of operations.

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11. COMMITMENTS AND CONTINGENCIES

Farmland Leases — The Company has several farmland lease commitments that expire on various dates through July 2021. The Company subleases the farmland to several third-party companies, with average monthly rental income of approximately $155,000. Sublease agreements expire on various dates through 2015. Historically, the sublease agreements renew annually however in 2013, management determined that costs for 346 acres of farmland will be incurred without economic benefit to the Company because the value that could be generated from the land (land rents for the next growing season) is not enough to cover the land expense. The land leases expire between 2014 and 2016. The expected loss accrued as of September 30, 2015 is $239,000 and December 31, 2014 is $436,000.

Facility, Corporate Office, and Equipment Lease — The Company has lease commitments for production facilities, corporate office facilities, and certain equipment under operating leases. The lease terms range from two to six years and expire at various dates through 2019. Some leases contain renewal options.

Indemnities and Guarantees — During the normal course of business, the Company has made certain indemnities and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include certain real estate leases under which the Company may be required to indemnify property owners for environmental and other liabilities. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. The majority of these indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated to make significant payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying consolidated balance sheet. Management is not aware of any event that might result in a liability at September 30, 2015.

Litigation — From time to time, the Company may be involved in litigation relating to claims arising out of its operations in the normal course of business. The Company is currently party to certain legal proceedings, which management believes, individually and in the aggregate, are not likely to have a material adverse effect on its consolidated financial position, results of operations, or cash flows. As of September 30, 2015, the company has $450,000 accrued to cover the anticipated settlement of one of the incidents currently in litigation.

12. INCOME TAXES

Sunrise Holdings (Delaware), Inc. estimated effective income tax rate for continuing operations for the fiscal year ending December 31, 2015, exclusive of discrete items, is currently expected to be approximately 35.2%. This estimated rate was used to record income taxes for the September 30, 2015 period. For the September 30, 2014 period, Sunrise Growers used an estimated effective income tax rate of 35.1% for continuing operations, exclusive of discrete items. Sunrise Growers recognized a tax benefit of $464,000 and $272,000 for discrete items in three month period September 2015 and September 2014.

The Company is subject to taxation in the U.S. and various state jurisdictions and Mexico. As of September 30, 2015 the Company’s tax returns for 2011 through 2014 are subject to examination. In 2014, the Internal Revenue Service concluded their examination of the Company’s short-period March 18, 2013, tax year-end. The Internal Revenue Service did not impose any adjustments that materially impacted the financial statements.

13. RELATED PARTY TRANSACTIONS

The Company has a consulting arrangement with Paine & Partners, LLC, an affiliate and coinvestor of Sunrise Holdings (Delaware), Inc., for financial and strategic consulting advisory service for an ongoing annual fee equal to 2.5% of the projected consolidated earnings before interest, taxes, depreciation, and amortization of the Company, payable in advance on January 2 each year. Advanced consulting payments

21

were recorded as a prepaid asset and expensed ratably. Consulting expenses during the three months ended September 30, 2015 and 2014 totaled $239,000 and $207,000, respectively. Consulting expenses during the nine months ended September 30, 2015 and 2014 totaled $717,000 and $621,000, respectively. Additionally, in February 2014, Paine was paid $750,000 for the arrangement of the Second Amendment to the Credit Agreement and $272,000 in January 2014 and $175,000 in December 2014 for their assistance with the PRF and Opus acquisitions. Arrangement and transaction consulting fees were recorded in the accompanying consolidated statements of operations in general and administrative expense.

In conjunction with the acquisition of Packers Food Products, Inc., on June 27, 2013, the Company entered into a $1,750,000 subordinated promissory note with a shareholder of the Company. Principal payments commenced on July 27, 2013, for 60 months with the remaining unpaid principal balance due and payable on July 27, 2018. Interest rate on the note is 0% but for purposes of accounting the applicable federal interest rate of 0.95% is used. The note was repaid in full on February 28, 2014 with proceeds received from the Second Amendment to the Senior Credit Facility.

14. SUBSEQUENT EVENTS

On July 30, 2015, the Company signed a purchase and sale agreement with a strategic company to sell all outstanding shares of Sunrise Holdings (Delaware), Inc. for total consideration of approximately $450,000,000. On October 9, 2015, the Company completed the sale. In conjunction with the sale of the Company, all domestic outstanding senior revolving facility and long term debt was paid off.

******

22

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The unaudited pro forma condensed combined statements of operations for the year ended January 3, 2015, and for the three quarters ended October 3, 2015, combine the historical consolidated statements of operations of SunOpta Inc. (“SunOpta”) and Sunrise Holdings (Delaware), Inc. (“Sunrise”), giving effect to the acquisition of Sunrise as if it had occurred on December 29, 2013. The unaudited pro forma condensed combined balance sheet as of October 3, 2015 combines the historical consolidated balance sheets of SunOpta and Sunrise, giving effect to the acquisition of Sunrise as if it had occurred on October 3, 2015. The historical consolidated financial information has been adjusted to give effect to pro forma events that are (i) directly attributable to the acquisition of Sunrise and the financing of such acquisition; (ii) factually supportable; and (iii) with respect to the statements of operations, expected to have a continuing impact on the combined results. In particular, the unaudited pro forma condensed combined financial statements reflect the following transactions:

• the issuance of 16,670,000 common shares pursuant to a registered offering completed by SunOpta on September 30, 2015 for gross proceeds of $100.0 million (the “Common Stock Offering”);

• the execution of a Second Lien Loan Agreement (the “Loan Agreement”) on October 9, 2015, pursuant to which SunOpta Foods Inc. borrowed an aggregate principal amount of $330.0 million of term loans;

• borrowings of approximately $68.0 million under SunOpta’s existing North American credit facilities;

• the consummation of SunOpta’s acquisition of all of the issued and outstanding common shares of Sunrise pursuant to a Purchase and Sale Agreement (the “PSA”) dated July 30, 2015 (the “Sunrise Acquisition”); and

• payment of acquisition-related and financing-related transaction costs in connection with the foregoing.

The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the:

• audited consolidated financial statements of SunOpta as of and for the year ended January 3, 2015 and the related notes included in SunOpta’s Annual Report on Form 10-K for the year ended January 3, 2015;

• audited consolidated financial statements of Sunrise as of and for the year ended December 31, 2014 and the related notes included in SunOpta’s Current Report on Form 8-K filed on September 15, 2015;

• unaudited interim consolidated financial statements of SunOpta as of October 3, 2015 and for the quarters and three quarters ended October 3, 2015 and October 4, 2014, and the related notes included in SunOpta’s Quarterly Report on Form 10-Q for the quarter ended October 3, 2015; and

• unaudited interim consolidated financial statements of Sunrise as of September 30, 2015 and for the three and nine months ended September 30, 2015 and September 30, 2014, and the related notes included in Exhibit 99.2 to SunOpta’s Current Report on Form 8-K to which this unaudited pro forma condensed combined financial information is also attached as an exhibit.

The unaudited pro forma condensed combined financial information has been presented for informational purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Sunrise Acquisition been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company.

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting under U.S. generally accepted accounting principles (“U.S. GAAP”). The acquisition accounting is dependent upon certain valuations and other studies or events that have yet to progress to a stage where there is sufficient information for a definitive measurement. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final acquisition accounting will occur, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial position.

The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the Sunrise Acquisition; costs necessary to achieve these cost savings, operating synergies and revenue enhancements; or costs to integrate the operations of Sunrise.

1

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JANUARY 3, 2015

(Expressed in thousands of U.S. dollars, except share and per share amounts)

							Re- classification			Pro Forma
							Adjustments			Adjustments			Pro Forma
	SunOpta			Sunrise			(note 6)			(note 7)			Combined
Revenues	$	1,242,600		$	256,830		$	—		$	(2,807	) (a)	$	1,496,623
Cost of goods sold		1,099,306			213,180			—			(2,257	) (a)(b)		1,310,229
Gross profit		143,294			43,650			—			(550	)		186,394
Selling, general and administrative expenses		94,609			—			18,508	(a)(b)		—			113,117
Selling expenses		—			3,669			(3,669	) (a)		—			—
General and administrative expenses		—			21,013			(21,013	) (b)(c)		—			—
Intangible asset amortization		4,254			—			6,174	(c)		1,426	(c)		11,854
Other expense (income), net		2,494			—			(3,691	) (d)(e)		—			(1,197	)
Transaction costs		—			912			(912	) (d)		—			—
Goodwill impairment		10,975			—			—			—			10,975
Foreign exchange gain		(777	)		—			—			—			(777	)
Earnings from continuing operations before the following		31,739			18,056			4,603			(1,976	)		52,422
Interest expense, net		7,764			8,395			—			25,900	(e)		42,059
Other income		—			(4,603	)		4,603	(e)		—			—
Impairment loss on investment		8,441			—			—			—			8,441
Earnings from continuing operations before income taxes		15,534			14,264			—			(27,876	)		1,922
Provision for income taxes		8,903			4,652			—			(11,011	) (f)		2,544
Earnings (loss) from continuing operations		6,631			9,612			—			(16,865	)		(622	)
Loss attributable to non-controlling interests		(4,716	)		(48	)		—			—			(4,764	)
Earnings from continuing operations attributable to controlling interests (note 8)	$	11,347		$	9,660		$	—		$	(16,865	)	$	4,142
Earnings per share from continuing operations (note 8)
Basic	$	0.17											$	0.05
Diluted	$	0.17											$	0.05
Weighted-average number of shares outstanding (000s)
Basic		66,835									16,670	(g)		83,505
Diluted		68,371									16,670	(g)		85,041

See the accompanying notes to the unaudited pro forma condensed combined financial statements, which are an integral part of these statements. The reclassification adjustments are explained in note 6. Reclassification Adjustments, and the pro forma adjustments are explained in note 7. Pro Forma Adjustments.

2

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE THREE QUARTERS ENDED OCTOBER 3, 2015

(Expressed in thousands of U.S. dollars, except share and per share amounts)

							Re- classification			Pro Forma
							Adjustments			Adjustments			Pro Forma
	SunOpta			Sunrise			(note 6)			(note 7)			Combined
Revenues	$	916,681		$	234,452		$	—		$	(1,498	) (a)	$	1,149,635
Cost of goods sold		819,447			202,133			—			(1,085	) (a)(b)		1,020,495
Gross profit		97,234			32,319			—			(413	)		129,140
Selling, general and administrative expenses		69,882			—			14,168	(a)(b)		—			84,050
Selling expenses		—			2,711			(2,711	) (a)		—			—
General and administrative expenses		—			15,809			(15,809	) (b)(c)		—			—
Intangible asset amortization		3,610			—			4,352	(c)		1,348	(c)		9,310
Other expense, net		6,165			—			1,082	(d)(e)		(1,200	) (d)		6,047
Transaction and transition costs		—			219			(219	) (d)		—			—
Foreign exchange gain		(1,614	)		—			—			—			(1,614	)
Earnings from continuing operations before the following		19,191			13,580			(863	)		(561	)		31,347
Interest expense, net		6,835			8,176			—			18,087	(e)		33,098
Other expense		—			863			(863	) (e)		—			—
Earnings (loss) from continuing operations before income taxes		12,356			4,541			—			(18,648	)		(1,751	)
Provision for income taxes		5,969			1,132			—			(7,366	) (f)		(265	)
Earnings (loss) from continuing operations		6,387			3,409			—			(11,282	)		(1,486	)
Loss attributable to non-controlling interests		(1,472	)		(22	)		—			—			(1,494	)
Earnings from continuing operations attributable to controlling interests (note 8)	$	7,859		$	3,431		$	—		$	(11,282	)	$	8
Earnings (loss) per share from continuing operations (note 8)
Basic	$	0.12												—
Diluted	$	0.11												—
Weighted-average number of shares outstanding (000s)
Basic		68,199									16,491	(g)		84,690
Diluted		68,406									16,491	(g)		84,897

See the accompanying notes to the unaudited pro forma condensed combined financial statements, which are an integral part of these statements. The reclassification adjustments are explained in note 6. Reclassification Adjustments, and the pro forma adjustments are explained in note 7. Pro Forma Adjustments.

3

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF OCTOBER 3, 2015

(Expressed in thousands of U.S. dollars)

							Re- classification			Pro Forma
							Adjustments			Adjustments			Pro Forma
	SunOpta			Sunrise			(note 6)			(note 7)			Combined
ASSETS
Current assets
Cash and cash equivalents	$	98,989		$	362		$	—		$	(95,344	) (y)	$	4,007
Accounts receivable		127,572			29,946			125	(f)		(378	) (h)		157,265
Grower loans		—			125			(125	) (f)		—			—
Inventories		282,127			106,862			—			16,000	(i)		404,989
Prepaid expenses and other current assets		17,450			3,448			1,021	(g)		(1,021	) (j)		20,898
Loan origination costs		—			1,021			(1,021	) (g)		—			—
Current income taxes recoverable		5,555			—			—			—			5,555
Deferred income taxes		6,080			2,857			—			11,092	(k)		20,029
		537,773			144,621			—			(69,651	)		612,743
Property, plant and equipment		146,531			42,384			—			5,500	(l)		194,415
Goodwill		47,344			50,608			—			149,415	(m)		247,367
Intangible assets		51,814			41,635			—			123,365	(n)		216,814
Deferred income taxes		3,308			—			—			—			3,308
Other assets		6,838			76			1,626	(g)(h)		(3,761	) (o)		4,779
Loan origination costs		—			2,461			(2,461	) (g)		—			—
	$	793,608		$	281,785		$	(835	)	$	204,868		$	1,279,426
LIABILITIES
Current liabilities
Bank indebtedness	$	117,000		$	—		$	39,373	(i)	$	30,070	(p)	$	186,443
Line of Credit		—			1,420			(1,420	) (i)		—			—
Accounts payable and accrued liabilities		134,712			—			24,970	(j)		7,622	(q)		167,304
Accounts payable		—			16,238			(16,238	) (j)		—			—
Accrued compensation and benefits		—			2,762			(2,762	) (j)		—			—
Accrued expenses		—			5,970			(5,970	) (j)		—			—
Customer and other deposits		5,102			—			—			—			5,102
Income taxes payable		195			—			—			—			195
Other current liabilities		1,825			—			—			—			1,825
Current portion of long-term debt		28,622			1,634			740	(k)		(1,334	) (r)		29,662
Current portion of capital lease obligations		—			740			(740	) (k)		—			—
Current portion of long-term liabilities		5,261			—			—			—			5,261
		292,717			28,764			37,953			36,358			395,792
Line of credit		—			37,953			(37,953	) (i)		—			—
Long-term debt		2,830			131,436			5,150	(k)		177,964	(s)		317,380
Capital lease obligations		—			5,150			(5,150	) (k)		—			—
Long-term liabilities		19,527			—			—			—			19,527
Deferred income taxes		14,572			25,159			—			50,000	(t)		89,731
		329,646			228,462			—			264,322			822,430
EQUITY
Shareholders’ equity
Common shares		298,329			8			(835	) (h)		(8	) (u)		297,494
Additional paid-in capital		21,852			44,412			—			(44,412	) (v)		21,852
Retained earnings		136,906			8,245			—			(16,145	) (w)		129,006
Accumulated other comprehensive loss		(3,977	)		(1,111	)		—			1,111	(x)		(3,977	)
		453,110			51,554			(835	)		(59,454	)		444,375
Non-controlling interests		10,852			1,769			—			—			12,621
Total equity		463,962			53,323			(835	)		(59,454	)		456,996
	$	793,608		$	281,785		$	(835	)	$	204,868		$	1,279,426

See the accompanying notes to the unaudited pro forma condensed combined financial statements, which are an integral part of these statements. The reclassification adjustments are explained in note 6. Reclassification Adjustments, and the pro forma adjustments are explained in note 7. Pro Forma Adjustments.

4

NOTES TO THE UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL STATEMENTS

(Tabular dollar amounts expressed in thousands of U.S. dollars, except per share amounts)

1. Description of Transaction

On October 9, 2015 (the “acquisition date”), SunOpta completed the Sunrise Acquisition for a cash purchase price of $287.2 million, subject to certain adjustments; the repayment of all outstanding obligations under Sunrise’s Credit Agreement dated March 19, 2013 (the “Senior Credit Facility”); and the assumption of certain indebtedness of Sunrise. Sunrise, through its subsidiaries, including Sunrise Growers, Inc., is engaged in the business of processing, marketing, distributing and selling conventional and organic frozen fruit.

Concurrent with the consummation of the Sunrise Acquisition, SunOpta repaid the aggregate amount of all outstanding obligations under Sunrise’s Senior Credit Facility. As of the acquisition date, the outstanding obligations under the Senior Credit Facility were $171.5 million in the aggregate.

Immediately prior to the Sunrise Acquisition, each outstanding Sunrise employee stock option, unexpired and unexercised, was cancelled and converted into the right to receive a cash payment equal to a per share amount, derived based on the purchase consideration transferred to effect the Sunrise Acquisition, over the exercise price per share.

On July 30, 2015, SunOpta and its subsidiary SunOpta Foods Inc. entered into a commitment letter with certain financial institutions providing for committed bridge financing of up to $430.0 million in support of the Sunrise Acquisition, consisting of up to $290.0 million (or up to $330.0 million if SunOpta consummated the Common Stock Offering for gross proceeds of $100.0 million) of borrowings under second lien secured credit facilities of SunOpta Foods Inc. (the “Opco Bridge”) and up to $140.0 million of unsecured senior subordinated credit facilities of SunOpta Inc. (the “Holdco Bridge”). As described below, SunOpta consummated the Common Stock Offering in lieu of any borrowings under the Holdco Bridge.

In connection with the Sunrise Acquisition, SunOpta completed the following debt and equity financing transactions for gross proceeds of $430.0 million in the aggregate:

• on October 9, 2015 (the “funding date”), SunOpta Foods Inc., SunOpta and certain of SunOpta’s other subsidiaries entered into the Loan Agreement with a group of lenders, pursuant to which SunOpta Foods Inc. borrowed under the Opco Bridge an aggregate principal amount of $330.0 million of term loans (the “Initial Loans”); and

• on September 30, 2015, SunOpta completed the Common Stock Offering of 16,670,000 common shares at a price of $6.00 per share, for aggregate gross proceeds of $100.0 million, or net proceeds of approximately $95.3 million after deducting underwriting and other issuance costs.

The Initial Loans made under the Loan Agreement mature on the first anniversary of the funding date. If any Initial Loans remain outstanding on the first anniversary of the funding date and no bankruptcy event of default then exists, all Initial Loans then outstanding automatically convert into term loans (such converted loans, the “Term Loans”) that would mature on the seventh anniversary of the funding date.

On September 15, 2015, SunOpta announced a proposed private offering of $330.0 million of senior secured second lien notes due 2022 (the “Notes Offering”). Due to market conditions, SunOpta decided not to proceed with the Notes Offering. Although SunOpta intends to continue to explore alternative long-term financing arrangements to replace the Initial Loans prior to the first anniversary of the funding date, for purposes of these unaudited pro forma condensed combined financial statements, SunOpta has assumed that the Initial Loans will convert into Term Loans on the first anniversary of the funding date.

2. Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting, and was based on the historical financial statements of SunOpta and Sunrise. The acquisition method of accounting is based on the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 805, “Business Combinations,” and uses the fair value concepts defined in ASC 820, “Fair Value Measurements.”

5

NOTES TO THE UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL STATEMENTS

(Tabular dollar amounts expressed in thousands of U.S. dollars, except per share amounts)

ASC 805 requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. ASC 820 defines the term “fair value” and sets forth the valuation requirements for any asset or liability measured at fair value and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. Many of these fair value measurements can be highly subjective and others, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.

Under the acquisition method of accounting, the assets acquired and liabilities assumed of Sunrise were recorded as of the acquisition date, primarily at their respective fair values, and added to those of SunOpta. The results of operations of Sunrise are included in the financial statements of the combined company commencing as of the acquisition date.

Under ASC 805, acquisition-related transaction costs (i.e., advisory, legal, valuation, other professional fees) are not included as a component of consideration transferred but are accounted for as expenses in the periods in which the costs are incurred. SunOpta’s total estimated acquisition-related transaction costs are not reflected in the unaudited pro forma condensed combined statements of operations as they do not have a continuing impact on the combined operating results. Instead such costs are reflected in the unaudited pro forma condensed combined balance sheet as a reduction to cash and cash equivalents and a decrease to retained earnings. The unaudited pro forma condensed combined financial statements do not reflect the cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the Sunrise Acquisition, or the acquisition-related integration or restructuring charges expected to be incurred to achieve those synergies or enhancements.

3. Accounting Policies

SunOpta is in the process of reviewing Sunrise’s accounting policies in detail. As a result of this review, SunOpta may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on the consolidated financial statements of the combined company. At this time, SunOpta is not aware of any differences that would have a material impact on the unaudited pro forma condensed combined financial statements, other than the presentation differences described in note 6. The accounting policies used in the preparation of the unaudited pro forma condensed combined financial statements are consistent with those described in the unaudited interim consolidated financial statements of SunOpta for the three quarters ended October 3, 2015 and the audited consolidated financial statements of SunOpta for the year ended January 3, 2015.

4. Estimate of Consideration Transferred

The following is an estimate as of October 3, 2015 of the purchase consideration transferred to effect the Sunrise Acquisition:

Cash purchase price before adjustments	$	287,150
Adjusted for the following items pursuant to the PSA:
Amount paid to holders of Sunrise stock options(1)		(22,996	)
Acquisition-related transaction costs incurred by Sunrise(2)		(20,867	)
50% of estimated representations and warranties insurance policy premium(3)		(798	)
Estimated tax benefits related to Sunrise’s deductible stock option and acquisition-related transaction costs(4)		14,792
Adjusted cash purchase price		257,281
Estimated repayment of Sunrise’s Senior Credit Facility(5)		170,723
Settlement of Sunrise’s vested stock options(6)		22,996
Total estimated purchase consideration	$	451,000

6

NOTES TO THE UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL STATEMENTS

(Tabular dollar amounts expressed in thousands of U.S. dollars, except per share amounts)

(1) Pursuant to the PSA, SunOpta deducted from the cash purchase price the aggregate amount paid by SunOpta to the holders of Sunrise stock options at the consummation of the Sunrise Acquisition. All outstanding stock options vested upon the consummation of the Sunrise Acquisition, pursuant to the terms of Sunrise’s existing stock option agreements, and were cancelled in exchange for a cash payment equal to a per share amount, derived based on the purchase consideration, over the exercise price per share. The aggregate amount paid by SunOpta at the acquisition date to settle all the outstanding options was $23.0 million.

(2) Pursuant to the PSA, SunOpta deducted from the cash purchase price the aggregate amount paid by SunOpta for acquisition-related transaction costs incurred by Sunrise in connection with the Sunrise Acquisition. The aggregate amount paid by SunOpta at the acquisition date to settle these transaction costs was $20.9 million. For purposes of these unaudited pro forma condensed combined financial statements, this amount has been recorded as an assumed liability by SunOpta as part of the acquisition accounting.

(3) Pursuant to the PSA, SunOpta deducted from the cash purchase price 50% of the representations and warranties insurance policy premium of approximately $1.6 million paid by SunOpta at the consummation of the Sunrise Acquisition. For purposes of these unaudited pro forma condensed combined financial statements, the amount of the insurance premium has been included in acquisition-related transaction costs expected to be incurred by SunOpta. The representations and warranties insurance policy generally covers losses in excess of $6.8 million (up to a specified limit) to which SunOpta is contractually entitled in respect of a breach of the PSA during a policy period from July 30, 2015 until the date that is three years from the closing date of the Sunrise Acquisition.

(4) Pursuant to the PSA, SunOpta paid an amount of $14.8 million at the acquisition date for the estimated tax benefits expected to be realized by Sunrise on the deduction for tax purposes of certain stock option and acquisition-related transaction costs.

(5) The principal balance of Sunrise’s Senior Credit Facility of $170.7 million as of October 3, 2015 has been reflected as part of the estimated purchase consideration as the debt was repaid concurrently with the consummation of the Sunrise Acquisition and, accordingly, was not assumed by SunOpta as part of the Sunrise Acquisition. As of the acquisition date, the principal balance of Sunrise’s Senior Credit Facility amounted to $171.5 million.

(6) As all Sunrise stock options vested upon consummation of the Sunrise Acquisition pursuant to the terms of Sunrise’s existing stock option agreements, the cash consideration paid to the option holders of $23.0 million as of the acquisition date has been attributed to services prior to the Sunrise Acquisition and included as a component of the estimated purchase price in accordance with ASC 805. The cash consideration paid for stock options attributable to services prior to the Sunrise Acquisition is estimated to approximate the fair value of these options and, accordingly, no portion of the cash consideration paid to the option holders has been reflected as compensation expense for purposes of these unaudited pro forma condensed combined financial statements.

7

NOTES TO THE UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL STATEMENTS

(Tabular dollar amounts expressed in thousands of U.S. dollars, except per share amounts)

5. Estimate of Assets Acquired and Liabilities Assumed

Assuming an acquisition date of October 3, 2015, the table below presents preliminary fair value estimates of the assets acquired and the liabilities assumed by SunOpta as a result of the Sunrise Acquisition, reconciled to the estimate of total purchase consideration. SunOpta is in the process of conducting a detailed valuation of all assets acquired and liabilities assumed as of the acquisition date. As a result, the fair value of the assets acquired and liabilities assumed may differ materially from those presented below.

Cash and cash equivalents	$	362
Accounts receivable		30,071
Inventories(1)		122,862
Prepaid expenses and other current assets(2)		3,448
Deferred income tax asset—current(3)		11,649
Property, plant and equipment(4)		47,884
Intangible assets(5)		165,000
Other long-term assets(2)		76
Bank indebtedness(6)		(1,420	)
Accounts payable and accrued liabilities(7)		(45,837	)
Current portion of long-term debt(6)		(1,040	)
Long-term debt(6)		(5,150	)
Deferred income tax liability—long-term(3)		(75,159	)
Net identifiable assets acquired		252,746
Goodwill(8)		200,023
Non-controlling interest(9)		(1,769	)
Total estimated purchase consideration	$	451,000

(1) Includes a preliminary adjustment of $16.0 million to record Sunrise’s inventory at its estimated fair value. The assumptions as to the fair value of Sunrise’s inventory may change as SunOpta completes, with the assistance of a third-party appraiser, a valuation of Sunrise’s inventory as of the acquisition date. The pro forma fair value adjustment to inventory is based on Sunrise’s inventory as of October 3, 2015, adjusted as follows:

• Finished goods estimated at selling price less cost of sales, holding costs and a reasonable profit allowance;

• Work in process estimated at selling price less cost of sales, outstanding production costs, holding costs and a reasonable profit allowance; and

• Raw materials estimated at cost.

(2) Reflects the elimination of the deferred financing costs related to Sunrise’s Senior Credit Facility, as the facility was terminated concurrently with the consummation of the Sunrise Acquisition.

8

NOTES TO THE UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL STATEMENTS

(Tabular dollar amounts expressed in thousands of U.S. dollars, except per share amounts)

(3) Represents the estimated deferred income tax impact of the Sunrise Acquisition, based on an estimated combined U.S. federal and state statutory tax rate of 39.5%, multiplied by the estimated fair value adjustments for assets acquired, excluding goodwill. In addition, the net deferred income tax liability is reduced by the estimated tax benefits expected to be realized from the settlement of the Sunrise stock options and acquisition-related transaction costs. The pro forma adjustments to record the effect of deferred income taxes were computed as follows:

Estimated fair value adjustment for inventory	$	16,000
Estimated fair value adjustment for property, plant and equipment		5,500
Estimated fair value adjustment for intangible assets		121,971
Total estimated fair value adjustments for assets acquired		143,471
Deferred income taxes related to the estimated fair value adjustments for assets acquired at 39.5% tax rate:
Inventory		(6,000	)
Property, plant and equipment		(2,000	)
Intangible assets		(48,000	)
		(56,000	)
Estimated tax benefits related to Sunrise’s deductible stock option and acquisition-related transaction costs		14,792
Sunrise’s historical deferred income tax asset		2,857
Sunrise’s historical deferred income tax liability		(25,159	)
Estimated deferred income tax liability, net	$	(63,510	)
Consists of:
Deferred income tax asset—current	$	11,649
Deferred income tax liability—long-term		(75,159	)
Estimated deferred income tax liability, net	$	(63,510	)

(4) Includes a preliminary adjustment of $5.5 million to record Sunrise’s property, plant and equipment at an estimated fair value. The preliminary fair value estimate has been derived based on market evidence for real property and recent appraisals completed for personal property, as well as a review of the assets’ remaining useful lives, current replacement costs and disposal costs. The assumptions as to the fair value of Sunrise’s property, plant and equipment may change as SunOpta completes, with the assistance of a third-party appraiser, the valuation activities in connection with the consummation of the Sunrise Acquisition.

(5) A preliminary fair value estimate of $165.0 million has been allocated to intangible assets acquired, primarily consisting of customer relationships. Amortization related to the fair value of the intangible assets, taken over an estimated weighted-average useful life of approximately 23 years, is reflected as pro forma adjustments to the unaudited pro forma condensed combined statements of operations.

Key variables in determining the fair value of customer relationships are the estimated customer attrition rate and the percentage of revenue growth attributable to existing customers. Changes to either or both of these variables could have a significant impact on the customer relationships intangible assets’ values, and changes to the estimated customer attrition rate could have a significant impact on the estimated useful lives of these assets. The expected customer attrition rate assumed in the estimate of fair value for the customer relationships intangible assets was supported by an analysis of historical attrition of Sunrise’s customers and consideration of Sunrise’s amortization policy of previously acquired customer relationships, amortization policies adopted for acquired customer relationships by other companies in similar transactions, and the contractual terms between Sunrise and its customers. The percentage of revenue growth attributable to existing customers assumed in the estimate of fair value for the customer relationships intangible assets was supported by an analysis of Sunrise’s historical and forecasted revenue growth rates by customer. A decrease or increase of 1% in the projected customer attrition rate or a decrease or increase of 10% in the percentage of revenue growth attributable to existing customers may result in a fair value increase or decrease in the customer relationships intangible assets in the range of approximately $15 to $20 million. Such change would increase or decrease the related deferred tax liability by approximately $6 to $8

9

NOTES TO THE UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL STATEMENTS

(Tabular dollar amounts expressed in thousands of U.S. dollars, except per share amounts)

million, with a resulting decrease or increase to goodwill of approximately $9 to $12 million. The assumptions as to the fair value of Sunrise’s identifiable intangible assets (including assumptions regarding customer attrition and revenue growth attributable to existing customers), the composition of the assets and useful lives assigned to the assets may change as SunOpta completes, with the assistance of a third-party appraiser, the valuation activities in connection with the consummation of the Sunrise Acquisition.

(6) Sunrise’s Senior Credit Facility was terminated concurrently with the consummation of the Sunrise Acquisition. Accordingly, borrowings under the line of credit facility of $38.0 million as of October 3, 2015 have been excluded from bank indebtedness, and borrowings under the term loan facility of $132.8 million as of October 3, 2015 have been excluded from long-term debt (including the current portion thereof).

(7) Includes acquisition-related transaction costs incurred by Sunrise in connection with the Sunrise Acquisition of $20.9 million, of which no significant amount was expensed by Sunrise in the three quarters ended October 3, 2015.

(8) Goodwill is calculated as the difference between the estimate of the purchase consideration expected to be transferred to effect the Sunrise Acquisition and the preliminary values assigned to the assets acquired and liabilities assumed. Goodwill is not amortized. None of the goodwill is expected to be deductible for tax purposes.

(9) For purposes of these unaudited pro forma condensed combined financial statements, the carrying value of Sunrise’s non-controlling interest in Opus Foods, Mexico S.A. de C.V., its 75%-owned Mexican subsidiary is assumed to approximate fair value based on Sunrise’s acquisition and appraisal of this subsidiary in December 2014. This assumption may change as SunOpta completes, with the assistance of a third-party appraiser, a valuation of the net assets of the subsidiary in connection with the consummation of the Sunrise Acquisition.

6. Reclassification Adjustments

Certain reclassifications have been made to the historical financial statements of Sunrise to conform to the financial statement presentation adopted by SunOpta. In addition, SunOpta will be reclassifying share issuance costs related to the Common Stock Offering that were recorded in other assets on its consolidated balance sheet as of October 3, 2015. Reclassification adjustments described below to Sunrise’s and SunOpta’s historical financial statement presentation are included in the column under the heading “Reclassification Adjustments.”

(a) Reclassification of selling expenses to selling, general and administrative expenses.

(b) Reclassification of general and administrative expenses of $14.8 million for the year ended January 3, 2015 and $11.5 million for the three quarters ended October 3, 2015 to selling, general and administrative expenses.

(c) Reclassification of general and administrative expenses of $6.2 million for the year ended January 3, 2015 and $4.4 million for the three quarters ended October 3, 2015 to intangible asset amortization expense.

(d) Reclassification of transaction and transition costs to other income/expense, net included in “Earnings from continuing operations before the following.”

(e) Reclassification of other income/expense to other income/expense, net included in “Earnings from continuing operation before the following.”

(f) Reclassification of grower loans to accounts receivable.

(g) Reclassification of Sunrise’s loan origination costs to other assets (current and long-term).

(h) Reclassification from other assets to common shares of $0.8 million for share issuance costs incurred by SunOpta as of October 3, 2015.

(i) Reclassification of Sunrise’s line of credit to bank indebtedness.

10

NOTES TO THE UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL STATEMENTS

(Tabular dollar amounts expressed in thousands of U.S. dollars, except per share amounts)

(j) Reclassification of accounts payable, accrued compensation and benefits, and accrued expenses to accounts payable and accrued liabilities.

(k) Reclassification of capital lease obligations to long-term debt (including the current portion thereof).

7. Pro Forma Adjustments

Pro forma adjustments described below are included in the column under the heading “Pro Forma Adjustments.”

(a) To eliminate sales of raw material frozen fruit from Sunrise to SunOpta.

(b) To adjust depreciation expense relating to the property, plant and equipment fair value increment, as follows:

	Year Ended January 3, 2015		Three Quarters Ended October 3, 2015
Estimated depreciation expense for fair value increment:
Machinery and equipment (estimated to be $5,500 over an estimated useful life of 10 years)	$	550	$	413
Adjustment	$	550	$	413

(c) To adjust amortization expense to eliminate Sunrise’s historical intangible asset amortization expense and to record the estimated amortization expense relating to the estimated fair value of Sunrise’s intangible assets, as follows:

	Year Ended January 3, 2015			Three Quarters Ended October 3, 2015
Eliminate Sunrise’s historical intangible asset amortization expense	$	(6,174	)	$	(4,352	)
Estimated amortization expense of acquired intangible assets (estimated to be $165,000
over an estimated weighted-average useful life of 23 years)		7,600			5,700
Adjustment	$	1,426		$	1,348

(d) To eliminate acquisition-related transaction costs related specifically to the Sunrise Acquisition that were incurred by SunOpta in the three quarters ended October 3, 2015, as these costs do not have a continuing impact on the combined company’s financial results.

11

NOTES TO THE UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL STATEMENTS

(Tabular dollar amounts expressed in thousands of U.S. dollars, except per share amounts)

(e) To record the following interest-related adjustments:

	Year Ended January 3, 2015			Three Quarters Ended October 3, 2015
Eliminate interest expense recorded by Sunrise related to the Senior Credit Facility(1)	$	(7,075	)	$	(6,800	)
Eliminate amortization of deferred financing costs by Sunrise related to the Senior Credit Facility(1)		(1,068	)		(802	)
Estimated interest expense related to borrowings under the Loan Agreement(2)		30,525			22,894
Estimated amortization of deferred financing fees incurred related to the Loan Agreement(2)		2,118			1,745
Estimated interest expense related to estimated borrowings under SunOpta’s North American credit facilities in connection with the Sunrise Acquisition(3)		1,400			1,050
Adjustment	$	25,900		$	18,087

(1) Interest expense, including the amortization of related deferred financing costs, under Sunrise’s Senior Credit Facility was eliminated as this facility was repaid by SunOpta upon consummation of the Sunrise Acquisition.

(2) For purposes of these unaudited pro forma condensed combined financial statements, the Initial Loans are assumed to bear interest at an initial rate of 7.0% per annum, increasing by 0.50% per annum at the end of each three-month period after the funding date, and the Term Loans are assumed to bear interest at a rate of 9.5% per annum. An estimated $20.6 million of financing costs are expected to be incurred by SunOpta in connection with the Loan Agreement. For purposes of these unaudited pro forma condensed combined financial statements, SunOpta has assumed that these costs will be deferred and amortized over the estimated seven-year term of the Loan Agreement using the effective interest method. Giving effect to the amortization of the deferred financing costs, the effective interest rate on borrowings under the Loan Agreement is estimated to be approximately 10.5% per annum. The estimated annual interest expense related to the borrowings under the Loan Agreement would increase or decrease by approximately $0.4 million for each 0.125% change in the estimated interest rate.

(3) The estimated interest rate on incremental borrowings under SunOpta’s North American credit facilities is approximately 2.0% per annum.

(f) To record an estimate of the income tax impacts of the foregoing pro forma adjustments on earnings from continuing operations before income taxes. An estimated combined U.S. federal and state statutory tax rate of 39.5% has been used. The effective tax rate of the combined company could be significantly different from the tax rate assumed for purposes of preparing these unaudited pro forma condensed combined financial statements for a variety of reasons, including available tax credits and deductions. SunOpta and Sunrise have assumed that their remaining net deferred tax assets presented in the unaudited pro forma condensed combined balance sheet as of October 3, 2015 will be utilized based on reversing temporary differences, expected future income and, if necessary, available tax planning strategies.

(g) The unaudited pro forma combined basic and diluted earnings per share for the periods presented are based on the basic and diluted weighted-average number of common shares outstanding of SunOpta after giving effect to the Common Stock Offering of 16,670,000 common shares as if the offering had occurred on December 29, 2013.

(h) To eliminate Sunrise’s accounts receivable balance from SunOpta as of October 3, 2015.

(i) To adjust inventory as of October 3, 2015 to an estimate of fair value. The combined company’s cost of goods sold will reflect the increased valuation of Sunrise’s inventory as the inventory acquired in the Sunrise Acquisition is sold, which is expected to occur within the first year post-acquisition. Because there is no continuing impact of the acquired inventory adjustment on the combined operating results, it is not included in the unaudited pro forma condensed combined consolidated statements of operations.

(j) To adjust prepaid expenses and other current assets to eliminate deferred financing costs related to Sunrise’s Senior Credit Facility.

12

NOTES TO THE UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL STATEMENTS

(Tabular dollar amounts expressed in thousands of U.S. dollars, except per share amounts)

(k) To adjust the deferred income tax asset balance to reflect the impact of the Sunrise Acquisition, as follows:

Estimated tax benefits related to Sunrise’s deductible stock option and acquisition-related transaction costs	$	14,792
Estimated deferred income taxes related to financing costs and acquisition-related transaction costs expected to be incurred by SunOpta		2,300
Estimated deferred income taxes related to the adjustment to record inventory at estimated fair value		(6,000	)
Adjustment	$	11,092

(l) To adjust property, plant and equipment to an estimate of fair value, as follows:

Eliminate Sunrise’s historical property, plant and equipment	$	(42,384	)
Estimated fair value of property, plant and equipment acquired		47,884
Adjustment	$	5,500

(m) To adjust goodwill to an estimate of goodwill following the Sunrise Acquisition, as follows:

Eliminate Sunrise’s historical goodwill	$	(50,608	)
Estimated goodwill following the Sunrise Acquisition		200,023
Adjustment	$	149,415

(n) To adjust intangible assets to an estimate of fair value, as follows:

Eliminate Sunrise’s historical intangible assets	$	(41,635	)
Estimated fair value of intangible assets acquired		165,000
Adjustment	$	123,365

(o) To adjust other long-term assets to eliminate deferred financing costs related to Sunrise’s Senior Credit Facility and to write off the financing costs incurred by SunOpta in connection with the Notes Offering, as follows:

Eliminate deferred financing costs related to Sunrise’s Senior Credit Facility	$	(2,461	)
Write off financing cost related to the Notes Offering		(1,300	)
Adjustment	$	(3,761	)

(p) To record the repayment of outstanding amounts under the revolving line of credit facility under Sunrise’s Senior Credit Facility as of October 3, 2015, and to record estimated borrowings under SunOpta’s North American credit facilities in connection with the Sunrise Acquisition, as follows:

Repayment of revolving line of credit facility under Sunrise’s Senior Credit Facility	$	(37,953	)
Estimated borrowings under SunOpta’s North American credit facilities		68,023
Adjustment	$	30,070

Amounts outstanding under SunOpta’s North American credit facilities are net of $11.6 million of cash as of October 3, 2015 that has not been allocated for other purposes.

13

NOTES TO THE UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL STATEMENTS

(Tabular dollar amounts expressed in thousands of U.S. dollars, except per share amounts)

(q) To record acquisition-related transaction costs incurred by Sunrise and cash settlement of those costs by SunOpta in connection with the Sunrise Acquisition, as well as to record the estimated financing costs expected to be incurred by SunOpta upon the automatic conversion under the Loan Agreement of the Initial Loans into Term Loans on the first anniversary of the funding date, and to eliminate the accounts payable balance due from SunOpta to Sunrise, as follows:

Acquisition-related transaction costs incurred by Sunrise	$	20,867
Cash settlement of Sunrise’s acquisition-related transaction costs		(20,867	)
Estimated financing costs related to the Term Loans under the Loan Agreement		8,000
To eliminate SunOpta’s accounts payable balance to Sunrise as of October 3, 2015		(378	)
Adjustment	$	7,622

(r) To record the repayment of the current portion of the term loan facility under Sunrise’s Senior Credit Facility as of October 3, 2015.

(s) To record the repayment of the long-term portion of the term loan facility under Sunrise’s Senior Credit Facility as of October 3, 2015, and to record borrowings under the Loan Agreement, net of estimated financing costs expected to be incurred by SunOpta in connection with the Loan Agreement, as follows:

Repayment of term loan facility under Sunrise’s Senior Credit Facility	$	(131,436	)
Borrowings under the Loan Agreement		330,000
Estimated deferred financing costs related to the Loan Agreement		(20,600	)
Adjustment	$	177,964

(t) To adjust the deferred income tax liability balance to reflect the impact of the Sunrise Acquisition, as follows:

Estimated deferred income taxes related to the estimated fair value adjustment for acquired property, plant and equipment	$	2,000
Estimated deferred income taxes related to the estimated fair value adjustment for acquired intangible assets		48,000
Adjustment	$	50,000

(u) To eliminate Sunrise’s common stock, at par value.

(v) To eliminate Sunrise’s historical additional paid-in capital.

(w) To eliminate Sunrise’s historical retained earnings, as well as to record acquisition-related transaction costs expected to be incurred by SunOpta, and to write off the estimated financing costs to be incurred by SunOpta in connection with the Holdco Bridge and Notes Offering, as follows:

Eliminate Sunrise’s historical retained earnings	$	(8,245	)
Estimated acquisition-related transaction costs to be incurred by SunOpta, net of tax of $1,800(1)		(5,000	)
Estimated financing costs related to the Holdco Bridge, net of tax of $500(2)		(1,600	)
Financing costs related to the Notes Offering(3)		(1,300	)
Adjustment	$	(16,145	)

(1) Total acquisition-related transaction costs to be incurred by SunOpta are estimated to be approximately $8.0 million, of which approximately $1.2 million was incurred and expensed in the three quarters ended October 3, 2015. Because the acquisition-related transaction costs are not expected to have a continuing impact on the combined company’s results, the amount was recorded as a decrease to retained earnings.

(2) Financing costs of approximately $2.1 million are expected to be incurred by SunOpta in connection with the Holdco Bridge. These costs have been written off as the Common Stock Offering was consummated in lieu of borrowings under the Holdco Bridge. Because these financing costs are not expected to have a continuing impact on the combined company’s results, the amount was recorded as a decrease to retained earnings.

14

NOTES TO THE UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL STATEMENTS

(Tabular dollar amounts expressed in thousands of U.S. dollars, except per share amounts)

(3) Financing costs of approximately $1.3 million were incurred by SunOpta in connection with the Notes Offering. These costs have been written off for purposes of these unaudited pro forma condensed combined financial statements, as SunOpta has assumed that no alternative long-term financing will be secured in place of the Loan Agreement. Because these financing costs are not expected to have a continuing impact on the combined company’s results, the amount was recorded as a decrease to retained earnings.

(x) To eliminate Sunrise’s historical accumulated other comprehensive loss.

(y) To record the cash impact of foregoing pro forma adjustments:

Borrowings under the Loan Agreement	$	330,000
Estimated borrowings under SunOpta’s North American credit facilities		68,023
Total estimated purchase consideration to acquire Sunrise (see note 4)		(451,000	)
Estimated deferred financing costs related to the Loan Agreement		(12,600	)
Estimated financing costs related to the Holdco Bridge		(2,100	)
Estimated acquisition-related transaction costs to be incurred by SunOpta		(6,800	)
Estimated cash settlement of Sunrise’s acquisition-related transaction costs		(20,867	)
Adjustment	$	(95,344	)

8. Results of Discontinued Operations

Pro forma combined earnings from continuing operations attributable to controlling interests presented in the unaudited pro forma condensed combined statements of operations exclude the results of discontinued operations included in SunOpta’s historical financial statements for the year ended January 3, 2015 and the three quarters ended October 3, 2015. The following table presents a reconciliation, in total and on a per share basis, of pro forma combined earnings from continuing operations attributable to controlling interests to pro forma combined earnings attributable to controlling interests including the results of discontinued operations as reported in SunOpta’s historical financial statements for the year ended January 3, 2015 and the three quarters ended October 3, 2015.

	Year Ended January 3, 2015		Three Quarters Ended October 3, 2015
Pro forma combined earnings from continuing operations attributable to controlling interests	$	4,142	$	8
Earnings (loss) from discontinued operations, net of income taxes		1,754		(262	)
Pro forma combined earnings (loss) attributable to controlling interests	$	5,896	$	(254	)
Pro forma combined earnings per share—basic
- from continuing operations	$	0.05		—
- from discontinued operations		0.02		—
	$	0.07		—
Pro forma combined earnings per share—diluted
- from continuing operations	$	0.05		—
- from discontinued operations		0.02		—
	$	0.07		—

15