Fourth Quarter Revenue Growth of
9.6%
Net Proceeds from Sale of $64 million,
Increased Borrowing Capacity of $46 million
Announces CEO Transition
SunOpta Inc. (“SunOpta” or the “Company”) (Nasdaq:STKL)
(TSX:SOY), a leading global company focused on organic,
non-genetically modified and specialty foods, today announced
financial results for the fourth quarter ended December 29, 2018 as
well as additional details regarding the recently announced sale of
its specialty and organic soy and corn business. In a separate news
release issued today, SunOpta also announced the termination of
David J. Colo as President and CEO. Director Katrina L. Houde has
been appointed interim CEO.
“The sale of our specialty and organic soy and corn business is
consistent with our portfolio optimization strategy designed to
simplify the business, invest where structural advantages exist,
and exit businesses or product lines where the company is not
effectively positioned to drive long-term profitable growth. We are
pleased with the overall valuation of the transaction, which is a
testament to the exceptional specialty, non-GMO and organic food
and feed business we have built over the last 20 years. This
decision allows us to reduce debt and redeploy capital to further
enhance our growing consumer products and international organic
sourcing platforms," said Kathy Houde, Interim Chief Executive
Officer. “We accelerated revenue growth during the fourth quarter,
with revenue increasing 9.6% and adjusted revenue increasing 16.0%
over the fourth quarter of the prior year. We generated
double-digit revenue growth in both our Consumer Products and
Global Ingredient segments, reflecting the impacts of our enhanced
go-to-market efforts in key product categories and strengthened
customer relationships. Our sales opportunity pipeline remains
robust and we are progressing on plan with capital investment
projects to both expand capacity and improve margins in key areas
of our portfolio. While we achieved our goal of delivering $20
million of productivity savings in 2018, these productivity gains
were more than offset by decreased profitability in frozen fruit as
we invested in food safety, quality, service and price to improve
our positioning and key customer relationships. Fourth quarter
profitability was additionally pressured by growth investments and
costs associated with the launch of new SKUs across the Consumer
Products segment. As a result, fourth quarter margins were not
reflective of the earnings potential of our business. In 2019, our
top priority is to maintain our top-line momentum while driving
higher profitability through our fruit margin optimization
plan.”
All amounts are expressed in U.S. dollars and results are
reported in accordance with U.S. GAAP, except where specifically
noted.
Fourth Quarter 2018 Highlights:
- Revenues of $320.5 million for the
fourth quarter of 2018, compared to $292.4 million in the fourth
quarter of 2017, an increase of 9.6%. Adjusted for changes in
foreign exchange, commodity prices, and the discontinuation of
flexible resealable pouch and nutrition bar products, revenues grew
16.0% during the fourth quarter.
- Loss attributable to common
shareholders of $99.0 million or $1.13 per common share in the
fourth quarter of 2018, compared to a loss attributable to common
shareholders of $119.4 million or $1.38 per common share in the
fourth quarter of 2017. The losses in the fourth quarter of 2018
and 2017 included non-cash goodwill impairment charges of $81.2
million and $115.0 million respectively associated with the healthy
fruit platform.
- Adjusted loss¹ of $9.3 million or $0.11
per common share during the fourth quarter of 2018, compared to
adjusted loss of $8.8 million or $0.10 per common share during the
fourth quarter of 2017.
- Adjusted EBITDA¹ of $9.1 million or
2.8% of revenues for the fourth quarter of 2018, versus $9.4
million or 3.2% of revenues in the fourth quarter of 2017.
- Loss attributable to common
shareholders, Adjusted loss¹ and Adjusted EBITDA¹ for the fourth
quarter of 2018 included a timing-related, pre-tax gain of $0.3
million recognized in cost of goods sold, relating to the net
impact of foreign exchange and commodity price movements in the
quarter, on certain contracts within the European-based operations
of the Global Ingredients segment, compared to a pre-tax gain of
$0.8 million in the fourth quarter of 2017.
Sale of Specialty and Organic Soy and Corn Business
On February 22, 2019 the Company sold its specialty and organic
soy and corn business to Pipeline Foods, LLC for $66.5 million,
subject to certain post-closing adjustments. The soy and corn
business formed part of the Company’s North American-based raw
material sourcing and supply segment which is reported inside the
Global Ingredients segment.
The sale of the soy and corn business was driven by the
Company’s portfolio optimization strategy which is designed to
simplify the business and exit product lines where the Company is
not effectively positioned to drive long-term profitable growth.
The decision to divest the soy and corn business should enable the
Company to redeploy capital and human resources to further enhance
the Company’s growing consumer products and international organic
sourcing platforms. Originally acquired in 1999, the soy and corn
business largely operated standalone on its own ERP system while
leveraging central resources in certain functional areas.
In 2018, the soy and corn business contributed $104.4 million of
external revenue, $8.3 million of gross profit (including $0.8
million of depreciation), and $6.8 million of earnings before
income taxes. The sale of the soy and corn business is expected to
simplify the Company’s operations, enabling cost reductions that
extend beyond the employees and expenses that will transfer to the
acquiror. As a result, the Company expects to rationalize an
additional $3.0 million of SG&A expenses. Taking into
consideration the contribution from the business sold, as well as
rationalized SG&A, Adjusted EBITDA would have decreased by
approximately $4.6 million, on a pro forma basis, if the
transaction had occurred at the beginning of the 2018 fiscal year.
Please refer to the discussion and table below under “Sale of
Specialty and Organic Soy and Corn Business – Selected Financial
Information”.
As a result of available U.S. non-capital loss carryforwards,
the transaction is expected to be tax efficient with net proceeds
after fees, expenses, and taxes contributing approximately $64.0
million in cash. The net proceeds will initially be used to lower
the drawn amount on the Company’s global credit facility, which is
expected to provide additional incremental borrowing capacity of
approximately $46 million under the global credit facility. Over
time, the additional borrowing capacity is expected to be
re-deployed to support future strategic investments. Taking into
consideration the expected net proceeds and borrowing capacity
generated by the sale, total debt as at December 29, 2018 would
have been approximately $445.0 million and available capacity in
our global asset-based credit facility would have been
approximately $101.0 million, on a pro forma basis.
As part of the deal, SunOpta and Pipeline have entered into a
multi-year supply agreement for certain organic and non-GMO
ingredients used in SunOpta’s beverage and snacks portfolio.
Value Creation Plan Update
As part of SunOpta’s commitment to deliver long-term value to
its shareholders, in early 2017 the Company launched its Value
Creation Plan. The Company targeted implementation of $30 million
of productivity-driven annualized enhancements to EBITDA in the
first phase of the plan, implemented over 2017 and 2018. For 2017,
these EBITDA benefits were offset by expenses associated with the
Value Creation Plan, including structural investments made in the
areas of quality, sales, marketing, operations and engineering
resources, as well as non-structural third-party consulting
support, severance and recruiting costs. For 2018, these EBITDA
benefits were offset by a decline in profitability in the frozen
fruit platform as a result of sales price reductions and higher
costs, both intended to improve competitive positioning through
enhancements in sales, service and quality. The plan also calls for
increased investment in capital upgrades at several manufacturing
facilities to continue to enhance food safety, quality and
manufacturing efficiencies and capabilities.
SunOpta’s Value Creation Plan is built on four pillars which
provide the framework for all of our efforts to improve operational
performance and drive long-term sustainable growth and shareholder
value. The four pillars are Portfolio Optimization, Operational
Excellence, Go-To-Market Effectiveness, and Process Sustainability.
During the fourth quarter of 2018, the Company continued to make
progress against each of these four pillars, and achieved the
targeted productivity enhancements under the first phase of the
plan. Progress during the fourth quarter included the advancement
of several key expansion and enhanced capability projects in the
Company’s beverage and ingredient platforms, continued momentum in
improving food safety, quality, and employee safety scores across
the Company’s manufacturing footprint, significant revenue growth
as a result of commercializing numerous new and refreshed broth and
frozen fruit products, and the implementation of a new demand
planning system in support of the Company’s refined sales and
operations planning capabilities.
Looking ahead to 2019, the Company will continue focusing its
efforts to deliver sustained profitable growth across the four
pillars of its Value Creation Plan. These pillars provide the
framework that guides all of the Company’s enterprise-wide
objectives. In 2019 the Company intends to intensify its focus in
two key areas:
Operational Efficiency and Expansion
- Continued execution of critical
efficiency and expansion projects, including:
- The Company’s fruit margin optimization
plan, which includes the installation and commissioning of new
automation and quality improvement equipment in the Company’s
California fruit facilities ahead of the 2019 and 2020 strawberry
pack seasons, and construction of a new third-party owned public
cold storage facility adjacent to the Company’s Santa Maria
facility, all designed to drive margin improvement over the 2019
and 2020 crop seasons through lower labor and conversion costs,
improved yield, and lower overall storage and freight costs.
- The addition of new filling and
processing capacity and capabilities at the Company’s Allentown
beverage facility by the third quarter of 2019
- The opening of a new organic avocado
oil facility located in Ethiopia during the second half of
2019
- Through the SunOpta 360 continuous
improvement initiative, in 2019 the Company is targeting $10
million of in-year productivity-driven margin enhancement in the
areas of manufacturing, purchasing and supply chain, with a
significant portion of this target coming from the fruit margin
optimization plan
Revenue Growth and Margin Accretive Innovation
- Relentless focus on food safety,
quality, and service including continued enhancements to our sales
and operations planning processes and capacity planning
capabilities
- Continued growth across the Healthy
Fruit, Beverage, and Snack consumer products categories, with a
focus on bringing margin accretive innovation to market to increase
the number of value-added products we offer to our customers, and
targeting approximately 80% capacity utilization inside the aseptic
network by the end of 2019, which includes new capacity expected to
come online in the third quarter of 2019
- Targeted growth in our Global
Ingredients segment, driving our mix of certified organic
ingredients to represent over 80% of the sales in the portfolio,
and achieving 85% capacity utilization in the recently expanded
organic cocoa processing facility by the end of the 2019
Fourth Quarter 2018 Results
Revenues for the fourth quarter of 2018 were $320.5 million, an
increase of 9.6% compared to $292.4 million in the fourth quarter
of 2017. Excluding the impact on revenues for the fourth quarter of
2018 of changes in commodity-related pricing, foreign exchange
rates and the impact of discontinued flexible resealable pouch and
nutrition bar products, revenues in the fourth quarter of 2018
increased by 16.0% compared with the fourth quarter of 2017.
The Global Ingredients segment generated revenues from external
customers of $139.9 million, an increase of 10.3% compared to
$126.9 million in the fourth quarter of 2017. Excluding the impact
on revenues of changes in commodity-related pricing and foreign
exchange rates, Global Ingredients revenue in the fourth quarter
increased 15.5%. Excluding the effect of commodity prices and
foreign exchange, sales of internationally-sourced organic
ingredients grew 17.1% during the quarter, mainly driven by
increased demand for cocoa, fruits, oils and coffee and sales of
domestically-sourced ingredients grew 11.3% during the quarter,
reflecting increased sales of organic feed, and specialty corn and
soy, offset by continued soft market conditions for sunflower.
The Consumer Products segment generated revenues of $180.6
million during the fourth quarter of 2018, an increase of 9.1%
compared to $165.5 million in the fourth quarter of 2017. Excluding
the impact of commodity-related pricing and sales of resealable
pouch and nutrition bar products, Consumer Products revenue in the
fourth quarter increased by 16.3%. The growth primarily reflects a
17.8% increase in the Healthy Beverage platform consisting of
higher sales of aseptic non-dairy products and the expansion of
broth products, combined with a 17.3% revenue increase in the
Healthy Fruit platform due to distribution gains with key retail
customers and timing of deliveries to a large food service
customer.
Gross profit was $21.3 million for the quarter ended December
29, 2018, a decrease of $7.0 million compared to $28.3 million for
the quarter ended December 30, 2017. Consumer Products accounted
for $5.0 million of the decrease in gross profit, primarily as a
result of strategic price reductions and unfavorable product mix
for frozen fruit, combined with $3.1 million of inventory
write-downs due in part to a change in expected use of aged stock,
and $2.0 million of costs related to the commercialization of new
beverage products. These factors were partially offset by increased
sales volume and productivity-driven cost savings for aseptic
beverages, and operational savings from the discontinuance of
flexible resealable pouch and nutrition bar products. Global
Ingredients accounted for $1.9 million of the decrease in gross
profit, which was largely due to $0.7 million of start-up costs
associated with new roasting equipment and second organic cocoa
processing line, a $0.5 million net reduction in commodity and
foreign exchange gains related to organic cocoa hedging activities
and marked-to-market measurements on certain contracts within the
European-based operations of the international organic ingredient
platform, and decreased pricing spreads and higher storage costs
for certain internationally sourced organic ingredients.
As a percentage of revenues, gross profit for the quarter ended
December 29, 2018 was 6.6% compared to 9.7% for the quarter ended
December 30, 2017, a decrease of 3.1%. The gross profit percentage
for the fourth quarter of 2018 would have been approximately 8.5%,
excluding $3.1 million of inventory write-downs in frozen fruit,
$2.0 million of costs related to the commercialization of new
beverage products, and start-up costs of $0.7 million inside the
Global Ingredients segment. The gross margin percentage for the
fourth quarter of 2017 would have been approximately 10.1%,
excluding the impact of $1.3 million in inventory write-downs and
facility closure costs associated with the exit from the flexible
resealable pouch and nutrition bar operations.
Segment operating loss¹ was $6.9 million, or 2.2% of revenues in
the fourth quarter of 2018, compared to $3.9 million, or 1.3% of
revenues in the fourth quarter of 2017. The increase in operating
loss year-over-year was primarily attributable to $7.0 million
lower gross profit, partially offset by a $2.3 million reduction in
SG&A due to a reduction in consulting and employee related
costs, as well as a $1.6 million decrease in foreign exchange
losses. Operating loss would have been $0.9 million, or 0.3% of
revenues, excluding the same items impacting gross margin as well
as $0.4 million of SG&A costs associated with new product
commercialization and a $0.2 million gain from the reversal of
previously recognized stock-based compensation for cancelled
performance share units. Operating loss would have been $1.1
million in the fourth quarter of 2017 excluding the item impacting
gross margin as well as $2.1 million of SG&A costs associated
with consulting fees, temporary labor, recruitment, relocation and
retention costs all related to the Value Creation Plan and a $0.5
million gain from the reversal of previously recognized stock-based
compensation for cancelled performance share units.
Adjusted EBITDA¹ was $9.1 million or 2.8% of revenues in the
fourth quarter of 2018, compared to $9.4 million or 3.2% of
revenues in the fourth quarter of 2017. Excluding flexible
resealable pouch and nutrition bar operations, adjusted EBITDA for
the quarter ended December 29, 2018 was $9.1 million, compared with
$10.1 million for the quarter ended December 30, 2017.
During the fourth quarter of 2018, the Company recognized a
non-cash goodwill impairment charge of $81.2 million to write-off
the remaining goodwill balance related to the healthy fruit
platform, compared to a $115.0 million non-cash goodwill impairment
charge recognized in the fourth quarter of 2017, as a result of
lower than expected sales and operating performance in frozen
fruit.
The Company reported a loss attributable to common shareholders
for the fourth quarter of 2018 of $99.0 million, or $1.13 per
common share, compared to $119.4 million, or $1.38 per common share
during the fourth quarter of 2017. Adjusted loss¹ in the fourth
quarter of 2018 was $9.3 million or $0.11 per common share,
compared to $8.8 million or $0.10 per common share in the fourth
quarter of 2017. Please refer to the discussion and table below
under “Non-GAAP Measures - Adjusted Earnings/Loss”.
Balance Sheet and Cash Flow
At December 29, 2018, SunOpta’s balance sheet reflected total
assets of $896.7 million and total debt of $509.2 million. During
the fourth quarter of 2018, cash provided by operating activities
was $5.1 million, compared to $48.9 million during the fourth
quarter of 2017. The $43.8 million decrease in cash provided by
operating activities reflects an increase in accounts receivable as
a result of higher sales, higher inventory levels, primarily of
organic ingredients to support expected 2019 sales volume and a
decrease in operating performance. Cash used in investing
activities during the fourth quarter of 2018 was $6.7 million,
compared to $16.8 million in the prior year period. The decrease in
cash used reflected a lower net level of capital expenditures as
the fourth quarter 2017 spend included cash used to buyout leases
associated with exited lines of business.
Conference Call
SunOpta plans to host a conference call at 9:00 A.M. Eastern
time on Tuesday, February 26, 2019, to discuss the fourth quarter
financial results. After opening remarks, there will be a question
and answer period. This conference call can be accessed via a link
on SunOpta’s website at www.sunopta.com under the “Investors”
section. To listen to the live call over the Internet, please go to
SunOpta’s website at least 15 minutes early to register, download
and install any necessary audio software. Additionally, the call
may be accessed with the toll-free dial-in number 1 (877) 312-9198
or International dial-in number 1 (631) 291-4622. If you are unable
to listen live, the conference call will be archived and can be
accessed for approximately 90 days on the Company’s website.
¹ See discussion of non-GAAP measures
About SunOpta Inc.
SunOpta Inc. is a leading global company focused on organic,
non-genetically modified ("non-GMO") and specialty foods. SunOpta
specializes in the sourcing, processing and packaging of organic
and non-GMO food products, integrated from seed through packaged
products; with a focus on strategic vertically integrated business
models. SunOpta's organic and non-GMO food operations revolve
around value-added grain, seed, fruit and vegetable-based product
offerings, supported by a global sourcing and supply
infrastructure.
Forward-Looking Statements
Certain statements included in this press release may be
considered "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995 and
applicable Canadian securities legislation, which are based on
information available to us on the date of this release. These
forward-looking statements include, but are not limited to, the
anticipated benefits of the Company’s Value Creation Plan,
including the estimated amount and timing of EBITDA enhancements;
the Company’s intention to exit businesses or product lines where
it is not effectively positioned; the expected increased capacity
resulting from the Company’s aseptic capacity expansion plan and
the associated cost and timing; the expected completion date of
commissioning and increased capacity from the Company’s new
roasting equipment at Crookston, MN; proposed construction of new
cold storage facility at Santa Maria, CA; improved revenue growth
and profitability as a result of the Company’s customer and product
mix optimization efforts; expected enhancements resulting from and
timing of implementation of the Company’s new demand planning
system; and the Company’s ability to rationalize certain expenses
and enhance its focus on growing its consumer products and
international organic sourcing platforms following the sale of its
soy and corn business. Generally, forward-looking statements do not
relate strictly to historical or current facts and are typically
accompanied by words such as “expect”, “will”. "continue",
“believe”, “targeting”, “anticipates”, "should", "would", "plans",
"becoming", "estimated", "intend", "confident", "can", "may",
"project", "potential", "intention", "might", "predict", “budget”,
“forecast” or other similar terms and phrases intended to identify
these forward-looking statements. Forward-looking statements are
based on information available to the Company on the date of this
release and are based on estimates and assumptions made by the
Company in light of its experience and its perception of historical
trends, current conditions and expected future developments
including, but not limited to, the Company’s planned expansion
initiatives, portfolio optimization and productivity efforts, the
Company’s expectations regarding commodity pricing, margins and
hedging results, improved availability and field prices for fruit,
procurement and logistics savings, freight lane cost reductions,
yield and throughput enhancements, and labor cost reductions, as
well as other factors the Company believes are appropriate in the
circumstances including, but not limited to, general economic
conditions, continued consumer interest in health and wellness,
ability to maintain product pricing levels, current customer
demand, planned facility and operational expansions, closures and
divestitures, competitive intensity, cost rationalization, product
development initiatives, and alternative potential uses for the
Company’s capital resources. Whether actual timing and results will
agree with expectations and predications of the Company is subject
to many risks and uncertainties including, but not limited to,
failure or inability to implement portfolio changes, process
improvements, go-to-market improvements and process sustainability
strategies in a timely manner; changes in the level of capital
investment; local and global political and economic conditions;
consumer spending patterns and changes in market trends; decreases
in customer demand; delayed or unsuccessful product development
efforts; potential product recalls; working capital management;
availability and pricing of raw materials and supplies; potential
covenant breaches under the Company’s credit facilities; and other
risks described from time to time under "Risk Factors" in the
Company's Annual Report on Form 10-K and its Quarterly Reports on
Form 10-Q (available at www.sec.gov). Consequently, all
forward-looking statements made herein are qualified by these
cautionary statements and there can be no assurance that the actual
results or developments anticipated by the Company will be
realized. The Company undertakes no obligation to publicly correct
or update the forward-looking statements in this document, in other
documents, or on its website to reflect future events or
circumstances, except as may be required under applicable
securities laws.
SunOpta Inc. Consolidated Statements of Operations
For the quarters and years ended December 29, 2018 and December 30,
2017 (Unaudited) (All dollar amounts expressed in thousands of U.S.
dollars, except per share amounts) Quarter
ended Year ended December 29, December
30, December 29, December 30, 2018 2017
2018 2017 $ $ $
$
Revenues 320,521 292,395 1,260,852
1,279,593
Cost of goods sold 299,209
264,124 1,137,382
1,134,506
Gross profit 21,312 28,271 123,470
145,087 Selling, general and administrative expenses 25,792
28,094 108,248 127,507 Intangible asset amortization 2,745 2,766
11,038 11,195 Other expense, net 1,508 11,638 2,825 23,660 Goodwill
impairment 81,222 115,000 81,222 115,000 Foreign exchange loss
(gain) (331 ) 1,268 252
5,618
Loss before the following
(89,624 ) (130,495 ) (80,115 ) (137,893 ) Interest expense,
net 8,920 8,684 34,406
32,504
Loss before income
taxes (98,544 ) (139,179 ) (114,521 ) (170,397 )
Recovery of income taxes (1,525 ) (21,780 )
(5,378 ) (35,829 )
Net loss
(97,019 ) (117,399 ) (109,143 ) (134,568 ) Earnings
attributable to non-controlling interests 43
88 62 752
Loss attributable to SunOpta Inc. (97,062 ) (117,487 )
(109,205 ) (135,320 ) Dividends and accretion on Series A
Preferred Stock (1,987 ) (1,961 )
(7,909 ) (7,809 )
Loss attributable to
common shareholders (99,049 ) (119,448 )
(117,114 ) (143,129 )
Basic and
diluted loss per share (1.13 ) (1.38 )
(1.34 ) (1.66 )
Weighted-average
common shares outstanding (000s) Basic 87,351 86,724 87,082
86,355 Diluted 87,351 86,724
87,082 86,355
SunOpta Inc. Consolidated Balance Sheets As at December 29,
2018 and December 30, 2017 (Unaudited) (All dollar amounts
expressed in thousands of U.S. dollars)
December 29, 2018
December 30, 2017 $ $
ASSETS Current assets Cash and cash equivalents 3,280
3,228 Accounts receivable 132,131 125,152 Inventories 361,957
354,978 Prepaid expenses and other current assets 29,024 33,213
Income taxes recoverable 7,029 12,006
Total current assets 533,421 528,577
Property,
plant and equipment 171,032 163,624
Goodwill 27,959
109,533
Intangible assets 160,975 172,059
Deferred income
taxes 182 363
Other assets 3,169
8,017
Total assets 896,738
982,173
LIABILITIES Current
liabilities Bank indebtedness 280,334 234,090 Accounts payable
and accrued liabilities 155,371 161,364 Customer and other deposits
1,445 4,901 Income taxes payable 2,208 1,351 Other current
liabilities 862 818 Current portion of long-term debt 1,840 2,228
Current portion of long-term liabilities 4,286
5,300
Total current liabilities 446,346 410,052
Long-term debt 227,023 225,805
Long-term
liabilities 2,079 8,352
Deferred income taxes 8,149
15,850
Total liabilities 683,597
660,059
Series A Preferred Stock 81,302 80,193
EQUITY SunOpta Inc. shareholders’ equity Common
shares 314,357 308,899 Additional paid-in capital 31,796 28,006
Accumulated deficit (206,151 ) (89,291 ) Accumulated other
comprehensive loss (9,667 ) (7,268 ) 130,335 240,346
Non-controlling interests 1,504 1,575
Total equity 131,839 241,921
Total equity and liabilities 896,738
982,173
SunOpta Inc.
Consolidated Statements of Cash Flows For the quarters and years
ended December 29, 2018 and December 30, 2017 (Unaudited)
(Expressed in thousands of U.S. dollars)
Quarter ended Year ended December 29,
December 30, December 29, December 30,
2018 2017 2018 2017 $ $
$ $
CASH PROVIDED BY (USED IN)
Operating activities Net loss (97,019 ) (117,399 )
(109,143 ) (134,568 ) Items not affecting cash: Depreciation and
amortization 8,287 8,223 32,788 32,824 Amortization of debt
issuance costs 730 1,074 2,536 2,825 Deferred income taxes (3,533 )
(14,559 ) (7,390 ) (27,899 ) Stock-based compensation 1,544 1,576
7,939 5,709 Unrealized loss (gain) on derivative contracts (402 )
(156 ) 465 (631 ) Fair value of contingent consideration (287 ) 84
(2,635 ) 371 Impairment of long-lived assets - 10,003 409 18,193
Goodwill impairment 81,222 115,000 81,222 115,000 Reserve for notes
receivable 2,232 - 2,232 - Other (86 ) 55 (197 ) 9 Changes in
non-cash working capital 12,404 44,949
(19,367 ) 19,630 Net cash flows
from operating activities 5,092 48,850
(11,141 ) 31,463
Investing activities Purchases of property, plant and
equipment (6,682 ) (18,445 ) (31,603 ) (41,139 ) Proceeds from sale
of assets - 1,609 1,437 2,385 Payments received on note from sale
of business - 268 1,236 307 Acquisition of non-controlling
interests - - - (1,737 ) Other - (268 )
159 62 Net cash flows from
investing activities (6,682 ) (16,836 )
(28,771 ) (40,122 )
Financing
activities Increase (decrease) under line of credit facilities
2,797 (26,401 ) 50,275 22,170 Borrowings under long-term debt 2,029
4,759 2,029 5,176 Repayment of long-term debt (316 ) (8,279 )
(1,810 ) (9,959 ) Payment of cash dividends on Series A Preferred
Stock (1,700 ) (1,700 ) (6,800 ) (6,691 )
Proceeds from the exercise of stock
options and employee share purchases, net of withholding taxes
paid
710 353 1,309 5,034 Payment of contingent consideration - - (4,399
) (4,330 ) Dividend paid by subsidiary to non-controlling interest
(278 ) - (278 ) - Payment of debt issuance costs - (236 ) - (442 )
Other (203 ) (100 ) (292 )
(390 ) Net cash flows from financing activities 3,039
(31,604 ) 40,034
10,568 Foreign exchange gain (loss) on cash held in a
foreign currency (26 ) (37 ) (70 )
68 Increase in cash and cash
equivalents in the period 1,423 373 52 1,977 Cash and
cash equivalents - beginning of the period 1,857
2,855 3,228 1,251
Cash and cash equivalents - end of the period 3,280
3,228 3,280
3,228
SunOpta Inc. Segmented
Information For the quarters and years ended December 29, 2018 and
December 30, 2017 Unaudited (Expressed in thousands of U.S.
dollars)
Quarter ended
Year ended December 29, December 30,
December 29, December 30, 2018 2017
2018 2017 $ $ $
$
Segment revenues from external customers:
Global Ingredients 139,942 126,906 559,712 536,928 Consumer
Products 180,579 165,489
701,140 742,665 Total segment revenues
from external customers 320,521 292,395
1,260,852 1,279,593
Segment gross profit: Global Ingredients 12,694
14,638 55,270 65,663 Consumer Products 8,618
13,633 68,200 79,424
Total segment gross profit 21,312
28,271 123,470 145,087
Segment operating income (loss): Global
Ingredients 5,059 2,972 16,430 19,932 Consumer Products (10,159 )
(4,200 ) 1,238 11,924 Corporate Services (1,794 )
(2,629 ) (13,736 ) (31,089 ) Total
segment operating income (6,894 ) (3,857 )
3,932 767
Segment
gross profit percentage: Global Ingredients 9.1 % 11.5 % 9.9 %
12.2 % Consumer Products 4.8 % 8.2 % 9.7 % 10.7 % Total segment
gross profit percentage 6.6 % 9.7 % 9.8 % 11.3 %
Segment
operating income percentage: Global Ingredients 3.6 % 2.3 % 2.9
% 3.7 % Consumer Products -5.6 % -2.5 % 0.2 % 1.6 %
Total segment operating income
-2.2 % -1.3 % 0.3 % 0.1 %
Non-GAAP Measures
In addition to reporting financial results in accordance with
U.S. GAAP, the Company provides additional information about its
operating results regarding segment operating income, adjusted
earnings/loss and adjusted earnings before interest, taxes,
depreciation and amortization (“Adjusted EBITDA”), which are not
measures in accordance with U.S. GAAP. The Company believes that
segment operating income, adjusted earnings and adjusted EBITDA
assist investors in comparing performance across reporting periods
on a consistent basis by excluding items that are not indicative of
its operating performance. The non-GAAP measures of segment
operating income, adjusted earnings/loss and adjusted EBITDA should
not be considered in isolation or as a substitute for performance
measures calculated in accordance with U.S. GAAP.
In order to evaluate its results of operations, the Company uses
certain other non-GAAP measures that it believes enhance an
investor’s ability to derive meaningful period-over-period
comparisons and trends from the results of operations. In
particular, the Company evaluates its revenues on a basis that
excludes the effects of fluctuations in commodity pricing and
foreign exchange rates. In addition, the Company excludes specific
items from its reported results that due to their nature or size,
it does not expect to occur as part of its normal business on a
regular basis. These items are identified in the tables below.
These non-GAAP measures are presented solely to allow investors to
more fully assess the Company’s results of operations and should
not be considered in isolation of, or as substitutes for, an
analysis of the Company’s results as reported under U.S. GAAP.
Adjusted Earnings/Loss
When assessing its financial performance, the Company uses an
internal measure that excludes charges and gains that it believes
are not reflective of normal operations. This information is
provided to allow investors to make meaningful comparisons of the
Company’s operating performance between periods and to view the
Company’s business from the same perspective as the Company’s
management. Adjusted earnings/loss and adjusted earnings/loss per
diluted share should not be considered in isolation or as a
substitute for performance measures calculated in accordance with
U.S. GAAP.
The following is a tabular presentation of adjusted
earnings/loss and adjusted earnings/loss per diluted share,
including a reconciliation from net loss, which the Company
believes to be the most directly comparable U.S. GAAP financial
measure. In addition, due to the exit from flexible resealable
pouch and nutrition bar product lines and operations, the Company
has prepared these tables in a columnar format to present the
effect of these operations on the Company’s consolidated results
for the current and comparative periods. The Company believes this
presentation assists investors in assessing the results of the
operations the Company has exited and the effect of those
operations on its financial performance.
Excluding flexible Flexible
resealable pouch resealable pouch and nutrition bar and
nutrition bar Consolidated
Per Diluted
Per Diluted
Per Diluted Share Share Share
For the quarters ended
$ $ $ $ $ $
December
29, 2018 Net loss (97,367 ) 348 (97,019 ) Less: earnings
attributable to non-controlling interests (43 ) - (43 ) Less:
dividends and accretion of Series A Preferred Stock (1,987 ) -
(1,987 )
Loss from continuing operations
attributable to common shareholders
(99,397 ) (1.14 ) 348 - (99,049 ) (1.13 ) Adjusted for:
Goodwill impairment(a) 81,222 - 81,222 Inventory write-downs(b)
3,101 - 3,101 New product commercialization costs(c) 2,369 - 2,369
Reserve for notes receivable(d) 2,232 - 2,232 Equipment start-up
costs(e) 683 - 683 Other(f) 98 - 98 Costs related to Value Creation
Plan(g) - (503 ) (503 ) Reversal of stock-based compensation(h)
(182 ) - (182 ) Fair value adjustment on contingent
consideration(i) (321 ) - (321 ) Net income tax effect(j) 961
131 1,092 Adjusted loss (9,234 ) (0.11
) (24 ) - (9,258 ) (0.11 )
December 30, 2017 Net loss (110,403 ) (6,996 )
(117,399 ) Less: earnings attributable to non-controlling interests
(88 ) - (88 ) Less: dividends and accretion of Series A Preferred
Stock (1,961 ) - (1,961 )
Loss from continuing operations
attributable to common shareholders
(112,452 ) (1.30 ) (6,996 ) (0.08 ) (119,448 ) (1.38 )
Adjusted for: Goodwill impairment(k) 115,000 - 115,000 Costs
related to the Value Creation Plan(l) 4,139 10,546 14,685 Other(f)
276 - 276 Reversal of stock-based compensation(h) (546 ) - (546 )
Net income tax effect(j) (5,772 ) (4,113 ) (9,885 ) Change in
unrecognized tax benefits(m) (452 ) - (452 ) Impact of change in
enacted U.S. corporate tax rates(n) (8,437 ) - (8,437 )
Adjusted loss (8,244 ) (0.10 ) (563 ) (0.01 )
(8,807 ) (0.10 ) (a) Reflects the
impairment of the remaining goodwill balance associated with the
Healthy Fruit reporting unit of the Consumer Products operating
segment. (b) Reflects the write-down of certain frozen fruit
inventory items in the fourth quarter of 2018, due to a change in
expected use of aged stocks, and reduced sales pricing and high
production costs, which was recorded in cost of goods sold. (c)
Reflects costs for development, production trials and start-up
costs, incremental freight charges, and employee training related
to the commercialization of new consumer products, which were
recorded in cost of goods sold ($2.0 million) and SG&A expenses
($0.4 million). (d) Reflects a bad debt reserve for notes
receivable associated with a previously sold business, which was
recorded in other expense. (e) Reflects mainly costs related to the
start-up of new roasting equipment, as well as a second cocoa
processing line, which were recorded in cost of goods sold. (f)
Other included the accretion of contingent consideration
obligations, gain/loss on the sale of assets, severance costs
unrelated to the Value Creation Plan, and settlement of a legal
matter, which were recorded in other expense/income. (g) Reflects
sublease rental related to vacated nutritional bar facility, which
was recorded in other income. (h) Reflects the reversal to SG&A
expenses of previously recognized stock-based compensation related
to performance share units granted to certain employees as the
performance conditions were not achieved. (i) Reflects a fair value
adjustment to reduce the contingent consideration obligation
related to a prior business acquisition, based on the results for
the business in fiscal 2018, which was recorded in other income.
(j) Reflects the tax effect of the preceding adjustments to
earnings and reflects an overall estimated annual effective tax
rate of approximately 27% for 2018 (2017 – 30%) on adjusted
earnings before tax. (k) Reflects the partial impairment of
goodwill associated with the Healthy Fruit reporting unit of the
Consumer Products operating segment. (l) Reflects inventory
write-downs and facility closure costs of $1.3 million recorded in
cost of goods sold; consulting fees, temporary labor, employee
recruitment, relocation and retention costs, and bad debt reserves
of $2.1 million recorded in SG&A and asset impairment charges
and employee termination costs of $11.4 million recorded in other
expense. (m) Reflects the realization of previously unrecognized
tax benefits, due to the expiration of the statute of limitations.
(n) Reflects the remeasurement of deferred tax balances to reflect
new U.S. corporate tax rates enacted in December 2017.
Excluding flexible Flexible
resealable pouch resealable pouch and nutrition bar and nutrition
bar Consolidated
Per Diluted
Per Diluted
Per Diluted Share Share Share
For the years ended
$ $ $ $ $ $
December
29, 2018 Net loss (108,758 ) (385 ) (109,143 ) Less: earnings
attributable to non-controlling interests (62 ) - (62 ) Less:
dividends and accretion of Series A Preferred Stock (7,909 ) -
(7,909 )
Loss from continuing operations
attributable to common shareholders
(116,729 ) (1.34 ) (385 ) - (117,114 ) (1.34 ) Adjusted for:
Goodwill impairment(a) 81,222 - 81,222 Inventory write-downs(b)
3,101 - 3,101 Equipment start-up costs(c) 2,913 - 2,913 New product
commercialization costs(d) 2,729 - 2,729 Costs related to Value
Creation Plan(e) 1,696 678 2,374 Reserve for notes receivable(f)
2,232 - 2,232 Product withdrawal and recall costs(g) 1,456 - 1,456
Other(h) 296 - 296 Fair value adjustment on contingent
consideration(i) (2,821 ) - (2,821 ) Recovery of product withdrawal
costs(j) (1,200 ) - (1,200 ) Reversal of stock-based
compensation(k) (182 ) - (182 ) Net income tax effect(l) 681
(176 ) 505 Adjusted earnings (loss) (24,606 ) (0.28 )
117 - (24,489 ) (0.28 )
December 30, 2017 Net loss (119,707 ) (14,861 )
(134,568 ) Less: earnings attributable to non-controlling interests
(752 ) - (752 ) Less: dividends and accretion of Series A Preferred
Stock (7,809 ) - (7,809 )
Loss from continuing operations
attributable to common shareholders
(128,268 ) (1.49 ) (14,861 ) (0.17 ) (143,129 ) (1.66 )
Adjusted for: Goodwill impairment(m) 115,000 - 115,000 Costs
related to the Value Creation Plan(n) 32,160 17,752 49,912 Product
withdrawal and recall costs(o) 1,142 - 1,142 Recovery of legal
settlement(p) (1,024 ) - (1,024 ) Reversal of stock-based
compensation(k) (546 ) - (546 ) Other(h) 442 - 442 Net income tax
effect(l) (18,332 ) (6,923 ) (25,255 ) Change in unrecognized tax
benefits(q) (452 ) - (452 ) Impact of change in enacted U.S.
corporate tax rates(r) (8,437 ) - (8,437 ) Adjusted loss
(8,315 ) (0.10 ) (4,032 ) (0.05 )
(12,347 ) (0.14 ) (a) Reflects the impairment
of the remaining goodwill balance associated with the Healthy Fruit
reporting unit of the Consumer Products operating segment. (b)
Reflects the write-down of certain frozen fruit inventory items in
the fourth quarter of 2018, due to a change in expected use of aged
stocks, and reduced sales pricing and high production costs, which
was recorded in cost of goods sold. (c) Reflects mainly costs
related to the start-up of new roasting equipment, as well as a
second cocoa processing line, which were recorded in cost of goods
sold. (d) Reflects costs for development, production trials and
start-up costs, incremental freight charges, and employee training
related to the commercialization of new consumer products, which
were recorded in cost of goods sold ($2.3 million) and SG&A
expenses ($0.4 million). (e)
Reflects the write-down of inventories of
$0.1 million recorded in cost of goods sold; professional and
consulting fees, and employee recruitment and relocation costs of
$0.6 million recorded in SG&A expenses; and asset impairment,
facility closure and employee termination costs of $1.7 million
recorded in other expense, all related to the Value Creation
Plan.
(f) Reflects a bad debt reserve for notes receivable associated
with a previously sold business, which was recorded in other
expense. (g) Reflects product withdrawal and recall costs that were
not eligible for reimbursement under insurance policies or exceeded
the limits of those policies, including costs related to the recall
of certain sunflower kernel products initiated in the second
quarter of 2016, which were recorded in other expense. (h) Other
included the accretion of contingent consideration obligations,
gain/loss on the sale of assets, severance costs unrelated to the
Value Creation Plan, and settlement of a legal matter, which were
recorded in other expense/income. (i) Reflects a fair value
adjustment to reduce the contingent consideration obligation
related to a prior business acquisition, based on the results for
the business in fiscal 2018, which was recorded in other income.
(j) Reflects the recovery from a third-party supplier of $1.2
million of costs incurred relating to the withdrawal of certain
consumer-packaged products due to quality-related issues, which was
recorded in cost of goods sold. Costs incurred related to this
withdrawal were recognized in cost of goods sold in the fourth
quarter of 2016. (k) Reflects the reversal to SG&A expenses of
previously recognized stock-based compensation related to
performance share units granted to certain employees as the
performance conditions were not achieved. (l) Reflects the tax
effect of the preceding adjustments to earnings and reflects an
overall estimated annual effective tax rate of approximately 27%
for 2018 (2017 – 30%) on adjusted earnings before tax. (m) Reflects
the partial impairment of goodwill associated with the Healthy
Fruit reporting unit of the Consumer Products operating segment.
(n) Reflects inventory write-downs and facility closure costs of
$3.2 million recorded in cost of goods sold; consulting fees,
temporary labor, employee recruitment, relocation and retention
costs, and bad debt reserves of $22.9 million recorded in SG&A
expenses; and asset impairment charges and employee termination
costs of $23.8 million recorded in other expense. (o) Reflects
costs related to the recall of certain sunflower kernel products,
including a $0.7 million adjustment for the estimated lost gross
profit in the first quarter of 2017 caused by the sunflower recall,
which reflected a shortfall in revenues against prior year volumes
of approximately $3.3 million, less associated cost of goods sold
of approximately $2.6 million; and $0.4 million of product
withdrawal costs not eligible for reimbursement under our insurance
policies, which were recorded in other expense. (p) Reflects a
recovery on the early extinguishment of a rebate obligation that
arose from the prior settlement in 2016 of a flexible resealable
pouch product recall dispute with a customer, which was recorded in
other income. (q) Reflects the realization of previously
unrecognized tax benefits, due to the expiration of the statute of
limitations. (r) Reflects the remeasurement of deferred tax
balances to reflect new U.S. corporate tax rates enacted in
December 2017.
Segment Operating Income/Loss and Adjusted
EBITDA
The Company defines segment operating income/loss as net
earnings/loss before income taxes, interest expense and other
income/expense items, and adjusted EBITDA as segment operating
income/loss plus depreciation, amortization, non-cash stock-based
compensation, and other unusual items that affect the comparability
of operating performance as identified above in the determination
of adjusted earnings/loss. The following is a tabular presentation
of segment operating income/loss and adjusted EBITDA, including a
reconciliation to net loss, which the Company believes to be the
most directly comparable U.S. GAAP financial measure. In addition,
as with adjusted earnings/loss presented above, the Company has
prepared these tables in a columnar format to present the effect of
flexible resealable pouch and nutrition bar operations on the
Company’s consolidated results for the current and comparative
periods. The Company believes this presentation assists investors
in assessing the results of the operations the Company has exited
and the effect of those operations on its financial
performance.
Excluding flexible Flexible resealable
pouch resealable pouch and nutrition bar and nutrition bar
Consolidated
For the quarters ended $ $
$
December 29, 2018 Net loss (97,367 ) 348 (97,019 )
Recovery of income taxes (1,647 ) 122 (1,525 ) Interest expense,
net 8,920 - 8,920 Other expense, net 2,011 (503 ) 1,508 Goodwill
impairment 81,222 - 81,222 Total
segment operating loss (6,861 ) (33 ) (6,894 ) Depreciation and
amortization 8,287 - 8,287 Stock-based compensation 1,544 - 1,544
Inventory write-downs(a) 3,101 - 3,101 New product
commercialization costs(b) 2,369 - 2,369 Equipment start-up
costs(c) 683 - 683 Adjusted
EBITDA 9,123 (33 ) 9,090
December 30, 2017 Net loss (110,403 ) (6,996 ) (117,399 )
Recovery of income taxes (17,307 ) (4,473 ) (21,780 ) Interest
expense, net 8,684 - 8,684 Other expense, net 2,744 8,894 11,638
Goodwill impairment 115,000 - 115,000
Total segment operating loss (1,282 ) (2,575 ) (3,857 )
Depreciation and amortization 8,043 180 8,223 Stock-based
compensation(d) 1,695 - 1,695 Costs related to Value Creation
Plan(e) 1,671 1,652 3,323
Adjusted EBITDA 10,127 (743 ) 9,384
(a) Reflects the write-down of certain frozen fruit
inventory items in the fourth quarter of 2018, due to a change in
expected use of aged stocks, and reduced sales pricing and high
production costs, which was recorded in cost of goods sold. (b)
Reflects costs for development, production trials and start-up
costs, incremental freight charges, and employee training related
to the commercialization of new consumer products, which were
recorded in cost of goods sold ($2.0 million) and SG&A expenses
($0.4 million). (c) Reflects mainly costs related to the start-up
of new roasting equipment, as well as a second cocoa processing
line, which were recorded in cost of goods sold. (d) Reflects
stock-based compensation of $1.7 million was recorded in SG&A
expenses, and the reversal of $0.1 million of previously recognized
stock-based compensation, related to forfeited awards of employees
that were terminated in connection with the Value Creation Plan,
was recognized in other expense. (e)
Reflects inventory write-downs and
facility closure costs of $1.3 million recorded in cost of goods
sold, and consulting fees, temporary labor, employee recruitment,
relocation and retention costs, and bad debt reserves of $2.1
million recorded in SG&A expenses.
Excluding flexible Flexible
resealable pouch resealable pouch and nutrition bar and nutrition
bar Consolidated
For the years ended $
$ $
December 29, 2018 Net loss (108,758 ) (385 )
(109,143 ) Recovery of income taxes (5,243 ) (135 ) (5,378 )
Interest expense, net 34,406 - 34,406 Other expense, net 2,147 678
2,825 Goodwill impairment 81,222 -
81,222 Total segment operating income 3,774 158 3,932
Depreciation and amortization 32,788 - 32,788 Stock-based
compensation 7,939 - 7,939 Inventory write-downs(a) 3,101 - 3,101
Equipment start-up costs(b) 2,913 - 2,913 New product
commercialization costs(c) 2,729 - 2,729 Costs related to Value
Creation Plan(d) 713 - 713 Recovery of product withdrawal costs(e)
(1,200 ) - (1,200 ) Adjusted EBITDA 52,757
158 52,915
December
30, 2017 Net loss (119,707 ) (14,861 ) (134,568 ) Recovery of
income taxes (26,328 ) (9,501 ) (35,829 ) Interest expense, net
32,504 - 32,504 Other expense, net 8,847 14,813 23,660 Goodwill
impairment 115,000 - 115,000
Total segment operating income (loss) 10,316 (9,549 ) 767
Depreciation and amortization 31,994 830 32,824 Stock-based
compensation(f) 6,395 - 6,395 Costs related to Value Creation
Plan(d) 23,144 2,939 26,083 Product withdrawal and recall costs(g)
729 - 729 Adjusted EBITDA 72,578
(5,780 ) 66,798 (a)
Reflects the write-down of certain frozen fruit inventory items in
the fourth quarter of 2018, due to a change in expected use of aged
stocks, and reduced sales pricing and high production costs, which
was recorded in cost of goods sold. (b) Reflects mainly costs
related to the start-up of new roasting equipment, as well as a
second cocoa processing line, which were recorded in cost of goods
sold. (c) Reflects costs for development, production trials and
start-up costs, incremental freight charges, and employee training
related to the commercialization of new consumer products, which
were recorded in cost of goods sold ($2.3 million) and SG&A
expenses ($0.4 million). (d)
For 2018, reflects the write-down of
inventories of $0.1 million recorded in cost of goods sold; and
professional and consulting fees, and employee recruitment and
relocation costs of $0.6 million recorded in SG&A expenses. For
2017, reflects inventory write-downs and facility closure costs of
$3.2 million recorded in cost of goods sold, and consulting fees,
temporary labor, employee recruitment, relocation and retention
costs of $22.9 million recorded in SG&A expenses.
(e) Reflects the recovery from a third-party supplier of $1.2
million of costs incurred relating to the withdrawal of certain
consumer-packaged products due to quality-related issues, which was
recorded in cost of goods sold. Costs incurred related to this
withdrawal were recognized in cost of goods sold in the fourth
quarter of 2016. (f) For 2017, stock-based compensation of $6.4
million was recorded in SG&A expenses, and the reversal of $0.7
million of previously recognized stock-based compensation related
to forfeited awards previously granted to terminated employees was
recognized in other expense. (g) Reflects the estimated lost gross
profit caused by the recall of certain sunflower kernel products of
$0.7 million, which reflected the shortfall in revenues in the
first quarter of 2017 against first quarter 2016 volumes of
approximately $3.3 million, less associated cost of goods sold of
approximately $2.6 million.
Sale of Specialty and Organic Soy and Corn Business -
Selected Financial Information
The following table presents by quarter and for the full year of
fiscal 2018, a summary of the results of operations of the soy and
corn business, consisting of revenues, gross profit, segment
operating income and earnings before income taxes. These results
exclude management fees charged to the soy and corn business by
Corporate Services. The following table also presents a
reconciliation of adjusted EBITDA in connection with this
transaction from earnings before income taxes of the soy and corn
business, which we consider in this case to be the most directly
comparable U.S. GAAP financial measure.
Quarter
ended Year ended March 31, June 30, September
29, December 29, December 29, 2018 2018 2018
2018 2018 $ $ $ $ $
Revenues 21,399 29,543 27,002 26,483 104,427 Gross profit 2,658
2,778 1,251 1,623 8,310 Segment operating income 2,275 2,395 868
1,239 6,777 Earnings before income taxes 2,292 2,422 817 1,252
6,783 Depreciation 213 217 212 205 847 Interest income (15 )
(27 ) (39 ) (16 ) (97 ) Other expense (income) (2 ) - 91 2 91 Less
costs and expenses to be rationalized (995 ) (901 )
(652 ) (490 ) (3,038 ) Adjusted EBITDA
1,493 1,711 429 953
4,586
Segment operating income and adjusted EBITDA are a non-GAAP
measures. See discussion above under the heading “Segment Operating
Income/Loss and Adjusted EBITDA” on the use of these non-GAAP
measures.
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version on businesswire.com: https://www.businesswire.com/news/home/20190226005377/en/
Scott Van WinkleICR617-956-6736scott.vanwinkle@icrinc.com
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