Superior Plus Corp. Announces Strong 2013 First Quarter Results
(firmenpresse) - CALGARY, ALBERTA -- (Marketwired) -- 05/01/13 -- Superior Plus Corp. (TSX: SPB)
Highlights
CRA Income Tax Update
As anticipated in Superior's previous disclosure, Superior received on April 2, 2013 from the CRA Notices of Reassessment for Superior's 2009 and 2010 taxation years reflecting the CRA's intent to challenge the tax consequences of Superior's corporate conversion transaction (Conversion) which occurred on December 31, 2008. The CRA's position is based on the acquisition of control rules, in addition to the general anti-avoidance rules in the Income Tax Act (Canada). The table below summarizes Superior's estimated tax liabilities and payment requirements associated with the received and anticipated Notices of Reassessment.
Superior has 90 days from the initial Notice of Reassessment to prepare and file a Notice of Objection which would be reviewed by the CRA's appeals division. Superior anticipates filing a Notice of Objection in the next 30 days. After 90 days if the CRA has not responded or settled the Notice of Objection with Superior, then an application can be made to the Tax Court of Canada. Superior anticipates that if the application proceeds in the Tax Court of Canada a decision could be rendered by the end of fiscal 2014. If a decision of the Tax Court of Canada were to be appealed, the appeal process could reasonably be expected to take an additional 2 years. If Superior receives a positive decision then any taxes, interest and penalties paid to the CRA will be refunded plus interest and if Superior is unsuccessful then any remaining taxes payable plus interest and penalties will have to be remitted.
Superior remains confident in the appropriateness of its tax filing position and the expected tax consequences of the Conversion and intends to vigorously defend such position and intends to file its future tax returns on a basis consistent with its view of the outcome of the Conversion.
Superior's 2013 financial outlook includes the impact of the reassessment although the interim tax payments made by Superior will be recorded to the balance sheet and will not impact either adjusted operating cash flow or net earnings.
Based on the midpoint of Superior's current 2013 financial outlook of adjusted operating cash flow per share of $1.70, if the tax pools from the Conversion were not available to Superior, the impact would be an increase to cash income taxes of approximately $0.15 per share for 2013. As previously stated, Superior intends to file its future income tax returns on a basis consistent with its view of the outcome of the Conversion.
2013 Financial Outlook
Superior expects 2013 AOCF per share of $1.55 to $1.85, consistent with the financial outlook provided on March 7, 2013, which includes the impact of Superior's common share equity issuance which closed on March 27, 2013. Superior's 2013 financial outlook is consistent with Superior's 2012 actual results as the impact of ongoing improvements in the businesses as a result of Superior's business initiative projects, average weather, as measured by degree days being consistent with the five year average, the absence of one-time restructuring costs, will be offset by the absence of the one-time TransCanada payment received in third quarter 2012 and a greater number of common shares outstanding due to the issuance of 12,960,500 shares on March 27, 2013. Superior's 2013 financial outlook has been provided on the basis that Superior will continue to prepare and file its future tax returns on a basis consistent with its view of the outcome of the CRA's challenge of its corporate conversion transaction.
For additional details on the assumptions underlying the 2013 financial outlook, see Superior's 2013 First Quarter Management's Discussion and Analysis.
Debt Management Update
Superior's anticipated debt repayment for 2013 and total debt to EBITDA leverage ratio as at December 31, 2013, based on Superior's 2013 financial outlook is detailed in the chart below.
2013 Detailed First Quarter Results
Superior's 2013 First Quarter Financial Discussion and Analysis is attached and is also available on Superior's website at under the Investor Relations section.
2013 First Quarter Results Conference Call
Superior will be conducting a conference call and webcast for investors, analysts, brokers and media representatives to discuss the 2013 First Quarter Results at 8:30 a.m. MDT on Thursday, May 2, 2013. To participate in the call, dial:1-877-240-9772. An archived recording of the call will be available for replay until midnight, June 30, 2013. To access the recording, dial: 1-800-408-3053 and enter pass code 5664915 followed by the # key. Internet users can listen to the call live, or as an archived call, on Superior's website at .
Forward Looking Information
This document, the documents incorporated herein by reference and other reports and filings made with the securities regulatory authorities include forward-looking statements. All forward-looking statements are based on our beliefs as well as assumptions based on information available at the time the assumption was made and on management's experience and perception of historical trends, current conditions and expected future developments, as well as other factors deemed appropriate in the circumstances. Forward-looking information may include statements regarding the objectives, business strategies to achieve those objectives, expected financial results (including those in the area of risk management), economic or market conditions, and the outlook of or involving Superior, Superior LP and its businesses. No assurance can be given that these assumptions and expectations will prove to be correct. Those assumptions and expectations are based on information currently available to Superior, including information obtained from third party industry analysts and other third party sources, and the historic performance of Superior's businesses. Forward-looking statements are not facts, but only predications and can generally be identified by the use of statements that include phrases such as "anticipate", "believe", "continue", "could", "estimate", "foresee", "expect", "plan", "intend", "forecast", "future", "guidance", "may", "predict", "project", "should", "strategy", "target", "will" or similar expressions suggesting future outcomes.
In particular, this document contains forward-looking statements pertaining to the following: future financial position, consolidated and business segment outlooks, expected EBITDA from operations, expected adjusted operating cash flow (AOCF) and adjusted operating cash flow per share, expected leverage ratios and debt repayment, debt management summary, expectations in terms of the cost of operations, capital spend and maintenance and the variability of these costs, business strategy and objectives, development plans and programs, business expansion and improvement projects, expected timing of commercial production and the costs associated therewith, market conditions in Canada and the U.S., expected tax consequences of the Conversion, the expected challenge by the CRA of the tax consequences of the Conversion (and the expected timing and impact of such process including any payment of taxes and the quantum of such payments), future income taxes, the impact of proposed changes to Canadian tax legislation or U.S. tax legislation, future economic conditions, future exchange rates and exposure to such rates, dividend strategy, anticipated DRIP proceeds, payout ratio, expected weather, expectations in respect to the global economic environment, our trading strategy and the risk involved in these strategies, the impact of certain hedges on future reported earnings and cash flows, commodity prices and costs, the impact of contracts for commodities, demand for chemicals including sodium chlorate and chloralkali, effect of operational and technological improvements, business enterprise system upgrade plans, future account receivable levels, expected governmental regulatory regimes and legislation and their expected impact on regulatory and legislative compliance costs, expectations for the outcome of existing or potential legal and contractual claims, our ability to obtain financing on acceptable terms, expected life of facilities and statements regarding net working capital and capital expenditure requirements of Superior or Superior Plus LP, 1the assumptions set forth under the "Financial Outlook" section of our MD&A and are subject to the risks and uncertainties set forth below.
By its very nature, forward-looking information involves numerous assumptions, risks and uncertainties, both general and specific. Should one or more of these risks and uncertainties materialize or should underlying assumptions prove incorrect, as many important factors are beyond our control, Superior's or Superior LP's actual performance and financial results may vary materially from those estimates and intentions contemplated, expressed or implied in the forward-looking information. These risks and uncertainties include incorrect assessments of value when making acquisitions, increases in debt service charges, the loss of key personnel, fluctuations in foreign currency and exchange rates, inadequate insurance coverage, liability for cash taxes, counterparty risk, compliance with environmental laws and regulations, operational risks involving our facilities, force majeure, labour relations matters, our ability to access external sources of debt and equity capital, and the risks identified in (i) our MD&A under the heading "Risk Factors" and (ii) Superior's most recent Annual Information Form. The preceding list of assumptions, risks and uncertainties is not exhaustive.
Readers are urged to consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this document are made only as of the date hereof and, except as required by law, neither Superior nor Superior LP undertakes to publicly update or revise such information to reflect new information, future events or otherwise. In light of these risks, uncertainties, and assumptions, the forward-looking events might occur to a different extent or at a different time than we have described, or might not occur. We cannot assure that projected results or events will be achieved.
Management's Discussion and Analysis of 2013 First Quarter Results
May 1, 2013
The following Management Discussion & Analysis (MD&A) is a review of the financial performance and position of Superior Plus Corp. (Superior) as at March 31, 2013 and for the three months ended March 31, 2013 and 2012. The information in this MD&A is current to May 1, 2013. This MD&A should be read in conjunction with Superior's audited consolidated financial statements and notes to those statements as at and for the twelve months ended December 31, 2012 and its December 31, 2012 MD&A. Additional information regarding Superior, including the Annual Information Form, is available on SEDAR at , and on Superior's website, .
The accompanying unaudited condensed consolidated financial statements of Superior were prepared by and are the responsibility of Superior's management. Superior's unaudited condensed consolidated financial statements were prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as issued by the International Accounting Standards Board (IASB). Dollar amounts in this MD&A are expressed in Canadian dollars and millions except where otherwise noted.
Overview of Superior
Superior is a diversified business corporation. Superior holds 99.9% of Superior Plus LP (Superior LP), a limited partnership formed between Superior General Partner Inc. (Superior GP) as general partner and Superior as limited partner. Superior owns 100% of the shares of Superior GP and Superior GP holds 0.1% of Superior LP. The cash flow of Superior is solely dependent on the results of Superior LP and is derived from the allocation of Superior LP's income to Superior by means of partnership allocations. Superior, through its ownership of Superior LP and Superior GP, has three operating segments: the Energy Services segment, which includes a Canadian propane distribution business, a U.S. refined fuels distribution business, a fixed-price energy services business and a supply portfolio management business; the Specialty Chemicals segment; and the Construction Products Distribution segment.
First quarter adjusted operating cash flow was $82.0 million, an increase of $15.4 million or 23% from the prior year quarter. The increase in adjusted operating cash flow was due to higher operating results at all of Superior's segments offset in part by higher corporate costs and an increase in shares outstanding. Adjusted operating cash flow of $0.72 per share, increased by $0.12 per share as compared to the prior year quarter due to a 23% increase in adjusted operating cash flow as noted above offset in part by a 2% increase in the weighted average number of shares outstanding. The average number of shares outstanding increased in 2013 as a result of shares issued from Superior's Dividend Reinvestment Program and Optional Share Purchase Plan (DRIP) and the completion of an equity offering on March 27, 2013.
The net earnings for the first quarter were $31.4 million, compared to net earnings of $27.9 million in the prior year quarter. Net earnings were primarily impacted by an increase in gross profits offset in part by higher unrealized losses on financial instruments in the current quarter and higher income tax expense. The change in the unrealized losses on financial instruments was due principally to losses in the current quarter on Superior's debenture embedded derivatives compared to the prior year quarter as a result of fluctuations in Superior's share price. Revenues of $1,049.9 million were $16.0 million lower than the prior year quarter due to reduced Energy Services revenue as a result of lower heating oil and propane prices offset in part by higher revenue at Specialty Chemicals as a result of increased sales volumes and pricing for some products. Gross profit of $253.1 million was $15.0 million higher than the prior year quarter primarily due to increased Energy Services gross profits due to higher sales volumes and gross margins and Specialty Chemical gross profits due to higher sales volumes and gross margins. Operating expenses of $179.1 million in the first quarter were $1.2 million lower than in the prior year quarter due to reduced amortization expense and one-time restructuring costs offset by higher operating costs associated with increases sales volumes within the Energy Services segment. Total income tax expense for the first quarter was $15.8 million compared to income tax expense of $6.1 million in the prior year quarter. The increase in income tax expense was due to higher net earnings in the first quarter of 2013 as compared to the prior year quarter.
Energy Services
Energy Services' condensed operating results for 2013 and 2012;
Revenues for the first quarter of 2013 were $719.7 million, a decrease of $27.9 million from revenues of $747.6 million in 2012. The decrease in revenues is primarily due to lower commodity prices offset in part by higher sales volumes as compared to the prior year quarter. Total gross profit for the first quarter of 2013 was $153.5 million, an increase of $10.8 million or 8% over the prior year quarter. The increase in gross profit was primarily due to higher Canadian propane distribution and U.S. refined fuels distribution gross profits due to higher gross margins and sale volumes. A summary and detailed review of gross profit is provided below.
Gross Profit Detail
Canadian Propane Distribution
Canadian propane distribution gross profit for the first quarter was $77.1 million, an increase of $4.3 million or 6% from 2012, due to higher sales volumes and gross margins. Residential and commercial sales volumes increased by 15 million litres or 10% from the prior year quarter, due to colder weather during the first quarter of 2013 as compared to the prior year quarter and both new residential sales and improved customer retention. Average weather across Canada for the first quarter, as measured by degree days, was 7% colder than the prior year and consistent with the five-year average. Industrial volumes were consistent with the prior year quarter and automotive propane volumes increased by 1 million litres or 7%, this increase is in contrast to the historical structural decline in this end-use market due to the continued favourable price spread between propane and gasoline.
Average propane sales margins for the first quarter increased to 18.0 cents per litre from 17.6 cents per litre in the prior year quarter. The increase is principally due to improved pricing management and a favourable movement in the sales mix as the current quarter included a higher proportion of higher-margin sales volumes.
Canadian Propane Distribution Sales Volumes
U.S. Refined Fuels Distribution
U.S. refined fuels distribution gross profit for the first quarter was $52.9 million, an increase of $7.2 million from the prior year quarter. The increase in gross profit was due to higher sales volumes and gross margins. Sales volumes of 512 million litres, increased by 39 million litres or 8% from the prior year quarter. The increase was primarily due to colder weather as the prior year quarter experienced unseasonably warm weather offset in part by higher customer attrition. Weather as measured by heating degree days for the first quarter was 23% higher than the prior year quarter although customer attrition negatively impacted overall heating related sales volumes. Average U.S. refined fuels sales margins of 10.3 cents per litre increased slightly from 9.7 cents per litre in the prior year quarter. Sales margins were positively impacted by reduced cost for propane supply and a favourable sales mix due to a higher proportion of higher-margin sales volumes.
U.S. Refined Fuels Distribution Sales Volumes
Other Services
Other services gross profit was $10.9 million in the first quarter, an increase of $0.4 million from the prior year quarter due to higher service calls and installation work.
Supply Portfolio Management
Supply portfolio management gross profits were $7.9 million in the first quarter, an increase of $1.7 million from the prior year quarter due to favourable market conditions, impact of colder weather and optimization of arbitrage opportunities through logistics management.
Fixed-Price Energy Services
Fixed-Price Energy Services Gross Profit
Fixed-price energy services gross profit was $4.7 million in the first quarter, a decrease of $2.8 million or 37% from $7.5 million in the prior year quarter. Natural gas gross profit was $3.0 million, a decrease of $2.3 million from the prior year quarter due to lower gross margins and sales volumes. Gross profit per unit was 66.7 cents per gigajoule (GJ), a decrease of 43.7 cents per GJ or 40% from the prior year quarter. The decrease in natural gas gross margin was due to sales mix as the existing customer base contains a lower proportion of higher margin residential customers and overall decline in the number of higher-margin residential customers. Sales volumes of natural gas were 4.5 million GJ, 0.3 million GJ or 6% lower than the prior year quarter due to a continued decline in residential volumes and lower customer aggregation as a result of continued historically low system prices for natural gas. Electricity gross profit in the first quarter of 2013 was $1.7 million, a decrease of $0.5 million or 23% from the prior year quarter due to an increase in the supply cost of electricity offset in part by higher customer demand.
Operating Costs
Cash operating and administrative costs were $85.9 million in the first quarter of 2013, a slight increase of $1.3 million or 2% from the prior year quarter. The increase in expenses was primarily due to the timing of truck maintenance and higher employee costs associated with increased sales volumes offset in part by the impact of cost reduction initiatives implemented in 2012.
Outlook
EBITDA from operations is anticipated to be higher in 2013 than in 2012 due in part to the assumption that weather will be consistent with the 5-year average in 2013. Superior's 2012 results were negatively impacted by warm weather, as average weather in the first quarter of 2012, as measured by degree days, across Canada and the Northeastern U.S. was at record or near record levels. Additionally, Superior expects to realize ongoing improvements in its financial results as a result of its business initiative activities which will more than offset a reduction in the contribution from the fixed-price energy services business due to Superior exiting the Canadian residential market in prior years.
Initiatives to improve results in the Energy Services business continued during the first quarter of 2013 in conjunction with Superior's goal for each of its businesses to become best-in-class. Business improvement projects for 2013 include: a) improving customer service, b) improving overall logistics and procurement functions, c) enhancing the management of margins, d) working capital management, and e) improving existing and implementing new technologies to facilitate improvements to the business.
In addition to the significant assumptions detailed above, refer to "Risk Factors to Superior" for a detailed review of significant business risks affecting the Energy Services' businesses.
Specialty Chemicals
Specialty Chemicals' condensed operating results for 2013 and 2012;
Chemical revenue for the first quarter of $144.6 million was $11.7 million or 9% higher than in the prior year quarter primarily due to higher sales volumes and pricing for sodium chlorate. First quarter gross profit of $65.7 million was $4.6 million higher than in the prior year quarter due to increased sodium chlorate gross profits. Sodium chlorate gross profits increased due to higher sales volumes from strong demand in all markets and the additional contribution from price increases which were implemented during the past 12 months. Sodium chlorate sales volumes increased by 9,000 tonnes or 7% compared to the prior year quarter due to higher demand from all markets as the supply demand fundamentals remain balanced. Chloralkali/potassium products gross profits were consistent with the prior year quarter as higher sales volumes were offset by lower pricing. Sales volumes increased by 7,000 tonnes or 10% due to improved plant operational performance and increased customer demand. Pricing was weaker than the prior year quarter particularly for chlorine which remains soft.
Cash operating and administrative costs of $32.8 million were $0.8 million or 3% higher than in the prior year quarter due to increased employee compensation costs.
Major Capital Projects
As announced in the first quarter of 2012, Superior has approved an $18 million expansion of hydrochloric acid production capacity at the Port Edwards, Wisconsin chloralkali facility. The existing capacity of 110,000 wet metric tonnes (WMT), or 36,000 dry metric tonnes, will be increased to approximately 220,000 WMT. The expansion project commenced in 2012, with commercial production expected in the first quarter of 2014.
As announced in the third quarter of 2012, Superior has approved a $25 million expansion of the hydrochloric acid production capacity at the Saskatoon, Saskatchewan chloralkali facility. The existing capacity of 70,000 WMT, or 22,000 dry metric tonnes, will be increased to approximately 140,000 WMT. The expansion project commenced in 2012, with commercial production expected in the fourth quarter of 2014.
As of Q1 2013, a total of $2.3 million has been spent on the two projects. Upon completion of both projects, Superior will have total hydrochloric acid production capacity of approximately 360,000 WMT. The two expansions will allow Superior to optimize overall returns at both facilities by converting a larger portion of its chlorine into higher-value hydrochloric acid.
Outlook
Superior expects business conditions in 2013 for its Specialty Chemicals business will be similar to 2012. EBITDA from operations, excluding the impact of the $12.5 million one-time payment from TransCanada received in the third quarter of 2012, is anticipated to be modestly higher in 2013 due to improved performance of the chloralkali product segment as a result of higher gross profits from hydrochloric acid and modestly higher selling prices for caustic soda, which will more than offset reduced pricing for chlorine. Superior continues to see a stable market for sodium chlorate as a result of the current market for pulp. Superior also expects a stable market for chloralkali sales volumes and pricing as North American supply demand fundamentals continue to be balanced. The market for chloralkali continues to be supported by historically low natural gas prices.
In addition to the significant assumptions detailed above, refer to "Risk Factors to Superior" for a detailed review of the significant business risks affecting Superior's Specialty Chemicals' segment.
Construction Products Distribution
Construction Products Distribution's condensed operating results for 2013 and 2012;
GSD and C&I revenues of $186.5 million for the first quarter of 2013 were $2.3 million or 1% higher than in the prior year quarter. GSD revenue increased due to higher sales volumes, ongoing improvement in new housing starts and project work in some U.S. regions offset in part by lower contribution from some Canadian regions due to the impact of a slowdown in new housing starts in Canada and branch closures completed during 2012. C&I revenues were consistent with the prior year quarter.
Gross profits of $45.1 million in the first quarter were $1.1 million higher than in the prior year quarter primarily due to the higher revenues as noted above and increased gross margins. The increase in GSD gross margins was due to price increases, achievement of certain rebate plateaus and the benefit of exiting certain markets. C&I gross margins were consistent with the prior year.
Cash operating and administrative costs were $40.1 million in the first quarter, a decrease of $0.6 million or 1% from the prior year quarter. The decrease was primarily due to cost savings from restructuring activities completed during 2012 and the inclusion of $1.1 million of one-time restructuring costs in the prior year quarter offset in part by higher employee compensation costs.
Outlook
Superior expects business conditions in 2013 for its Construction Products Distribution business to be similar to 2012 with slightly improving conditions in the U.S. and lower residential construction in Canada. EBITDA from operations is anticipated to be higher in 2013 than 2012 due in part to the absence of restructuring costs incurred in 2012. In addition, results will benefit from the ongoing business initiative activities. Superior continues to see difficult market conditions in both the residential and commercial segments in Canada and the U.S. Superior does not anticipate significant improvements in the end-use markets in the near term.
Initiatives to improve results in the Construction Products Distribution business continued during the first quarter. Ongoing business improvement projects for 2013 include: a) assessment of overall logistics and existing branch network, b) review of supply chain management including procurement and transportation, c) review of product pricing, d) working capital management and e) sales growth in select focus products/markets.
In addition to the Construction Products Distribution segment's significant assumptions detailed above, refer to "Risk Factors to Superior" for a detailed review of the significant business risks affecting Superior's Construction Products Distribution segment.
Efficiency, process improvement and growth related expenditures were $8.5 million in the first quarter compared to $3.5 million in the prior year quarter. These are primarily related to Energy Services' purchases of rental assets and truck related expenditures although additional expenditures were made during the quarter on the Canadian Propane distribution system conversion and the expansion projects at Specialty Chemicals. Other capital expenditures were $3.2 million in the first quarter compared to $2.5 million in the prior year quarter, consisting primarily of required maintenance and general capital across all of Superior's segments. Proceeds on the disposal of capital were $0.5 million in the first quarter and consisted of Superior's disposition of surplus tanks, cylinders and other assets. During the first quarter Superior entered into new leases with capital equivalent value of $1.0 million primarily related to delivery vehicles for the Energy Services and Construction Products Distribution segments.
Corporate and Interest Costs
Corporate costs for the first quarter were $6.1 million, compared to $4.0 million in the prior year quarter. The increase was primarily due to higher long term incentive costs as a result of an increase in Superior's share price and estimated payout amounts.
Interest expense on borrowing and finance lease obligations for the first quarter was $9.1 million compared to $10.5 million in the prior year quarter. The decrease was due to lower average debt as a result of Superior's $143.9 million equity offering ($137.8 million net of issuance costs) which closed on March 27, 2013, higher cash flows and the benefit of debt repayments efforts during the past 12 months. See "Liquidity and Capital Resources" discussion for further details on the change in average debt levels.
Interest on Superior's convertible unsecured subordinated debentures ("Debentures" which include all series of convertible unsecured subordinated debentures) for the first quarter was $7.9 million compared to $9.2 million in the prior year quarter. The decrease was due to the redemption of $49.9 million of Superior's 5.75% convertible subordinated debentures due December 31, 2012 on August 1, 2012 and $50.0 million of Superior's 5.85% convertible subordinated debentures due October 31, 2015 on January 3, 2013.
Income Taxes
Total income tax recovery for the first quarter was $15.8 million and consists of $0.4 million in cash income tax expense and $15.4 million in deferred income tax expense, compared to a total income tax expense of $6.1 million in the prior year quarter, which consisted of $0.2 million in cash income tax expense and a $5.9 million deferred income tax expense.
Cash income tax expense for the first quarter was $0.4 million and consisted of income tax expense in the U.S. of $0.4 million (2012 Q1 - $0.2 million of U.S. cash tax expense). Deferred income tax expense for the first quarter was $15.4 million (2012 Q1 - $6.1 million deferred income tax expense), resulting in a corresponding net deferred income tax asset of $283.8 million as at March 31, 2013. The increase in deferred income tax expense was due to higher net earnings compared to the prior year quarter.
Canada Revenue Agency (CRA) Income Tax Update
As anticipated in Superior's previous disclosure, Superior received on April 2, 2013 from the CRA Notices of Reassessment for Superior's 2009 and 2010 taxation years reflecting the CRA's intent to challenge the tax consequences of Superior's corporate conversion transaction (Conversion) which occurred on December 31, 2008. The CRA's position is based on the acquisition of control rules, in addition to the general anti-avoidance rules in the Income Tax Act (Canada). The table below summarizes Superior's estimated tax liabilities and payment requirements associated with the received and anticipated Notices of Reassessment.
Superior has 90 days from the initial Notice of Reassessment to prepare and file a Notice of Objection which would be reviewed by the CRA's appeals division. Superior anticipates filing a Notice of Objection in the next 30 days. After 90 days if the CRA has not responded or settled the Notice of Objection with Superior, then an application can be made to the Tax Court of Canada. Superior anticipates that if the application proceeds in the Tax Court of Canada a decision could be rendered by the end of fiscal 2014. If a decision of the Tax Court of Canada were to be appealed, the appeal process could reasonably be expected to take an additional 2 years. If Superior receives a positive decision then any taxes, interest and penalties paid to the CRA will be refunded plus interest and if Superior is unsuccessful then any remaining taxes payable plus interest and penalties will have to be remitted.
Superior remains confident in the appropriateness of its tax filing position and the expected tax consequences of the Conversion and intends to vigorously defend such position and intends to file its future tax returns on a basis consistent with its view of the outcome of the Conversion.
Superior's 2013 financial outlook as provided in this MD&A includes the impact of the reassessment although the interim tax payments made by Superior will be recorded to the balance sheet and will not impact either adjusted operating cash flow or net earnings. Please refer to the Debt Management Summary on page 21 for the cash flow implications.
Based on the midpoint of Superior's current 2013 financial outlook of adjusted operating cash flow per share of $1.70, if the tax pools from the Conversion were not available to Superior, the impact would be an increase to cash income taxes of approximately $0.15 per share for 2013. As previously stated, Superior intends to file its future income tax returns on a basis consistent with its view of the outcome of the Conversion.
Financial Outlook
Superior's outlook is for adjusted operating cash flow for 2013 to be between $1.55 per share and $1.85 per share, this outlook has been reduced from the $1.65 to $1.95 range included in Superior's fourth quarter Financial Discussion. The reduction in the financial outlook is due to the dilution of additional common shares outstanding throughout 2013 due to the equity issuance which closed on March 27, 2013 net of reduced interest costs. Achieving Superior's adjusted operating cash flow is dependent on the operating results of its three operating segments.
In addition to the operating results of Superior's three operating segments, significant assumptions underlying Superior's 2013 outlook are:
Energy Services
Specialty Chemicals
Construction Products Distribution
Debt Management Update
Upon successful closing of the equity issue on March 27, 2013, Superior's pro-forma December 31, 2012 total debt to EBITDA ratio would have been 4.0X compared to the actual total debt to EBITDA ratio of 4.5X. As a result of the equity issue, Superior is updating its forecasted December 31, 2013 total debt to EBITDA ratio range to 3.3X to 3.7X from the previously provided range of 3.8X to 4.2X. Superior's forecasted total debt to EBITDA ratio at December 31, 2013 would meet our previously provided short-term goal of 3.5X. Superior will continue to focus on reducing its total debt.
Debt Management Summary
In addition to Superior's significant assumptions detailed above, refer to "Risk Factors to Superior" for a detailed review of Superior's significant business risks.
Liquidity and Capital Resources
Superior's revolving syndicated bank facility (Credit Facility), term loans and finance lease obligations (collectively Borrowing) before deferred financing fees totaled $518.6 million as at March 31, 2013, a decrease of $121.0 million from December 31, 2012. The decrease in Borrowing was primarily due to the equity offering that Superior closed on March 27, 2013 for net proceeds of $137.8 million offset in part by the seasonal increase in net working capital funding requirements and the $50.0 million debenture redemption (see Redemptions below) on January 3, 2013.
On March 28, 2012, Superior completed an extension of its Credit Facility with eight lenders and reduced the size of the facility from $615 million to $570 million. The Credit Facility matures on June 27, 2015 and can be expanded to $750 million. The Credit Facility was reduced to reflect Superior's anticipated credit requirements as a result of Superior's ongoing debt reduction plan. Financial covenant ratios were unchanged with consolidated secured debt to consolidated EBITDA ratio and a consolidated debt to consolidated EBITDA ratio of 3.0x and 5.0x, respectively. See "Summary of Cash Flow" for details on Superior's sources and uses of cash.
As at March 31, 2013, Debentures (before deferred issue costs) issued by Superior totaled $541.5 million which was $49.9 million lower than the balance as at December 31, 2012 due to the redemption of the 5.75% convertible unsecured subordinated debentures during the third quarter, see Redemptions below for further details. See Note 11 to the unaudited condensed consolidated financial statements for additional details on Superior's Debentures.
Redemptions
On January 3, 2013, Superior completed the previously announced redemption of $50.0 million principal amount of its previously issued 5.85% convertible subordinated debentures due October 31, 2015. Superior used funds from its Credit Facility to fund the redemption of the 2015 Debentures. The debentures were redeemed, at the redemption price of $1,000 in cash per $1,000 principal amount of 2015 Debentures plus accrued and unpaid interest up to but excluding the redemption date.
On April 9, 2013, Superior redeemed the remaining $25.0 million principal amount of its 5.85% convertible unsecured subordinated debentures ("5.85% Debentures") due October 31, 2015 in accordance with the indenture governing such debentures. The 5.85% Debentures were redeemed at the redemption price (the "Redemption Price") which is equal to the outstanding principal amount of 5.85% Debentures to be redeemed, together with all accrued and unpaid interest thereon up to the Redemption Date, being $1,025.6438 per $1,000 principal amount of 5.85% Debentures.
As at March 31, 2013, approximately $338.8 million was available under the Credit Facility which Superior considers sufficient to meet its expected net working capital, capital expenditure and refinancing requirements.
Consolidated net working capital was $280.5 million as at March 31, 2013, a decrease of $7.3 million from net working capital of $287.8 million as at December 31, 2012. The decrease was primarily due to a reduction in inventory within the Energy Services segment as a result of heating season customer demand. Higher net working capital at Specialty Chemicals was due to reduced cash collections and lower accruals. Corporate related net working capital requirements decreased due to semi-annual interest accruals on convertible debenture obligations. Superior's net working capital requirements are financed from revolving term bank credit facilities.
Proceeds received from the DRIP were $3.6 million for the three months ended March 31, 2013 (three months ended March 31, 2012 $3.6 million), consistent with the prior year quarter. On March 7, 2013, Superior announced that it will stop the active operation of its DRIP program effective after payment of the March dividend. The DRIP will be available for the March dividend payable on April 15, 2013, but will no longer be available for future monthly cash dividends until further notice.
As at March 31, 2013, when calculated in accordance with the Credit Facility, the consolidated secured debt to compliance EBITDA ratio was 1.3 to 1.0 (December 31, 2012 - 1.9 to 1.0) and the consolidated debt to compliance EBITDA ratio was 1.9 to 1.0 (December 31, 2012 - 2.4 to 1.0). For both of these covenants all outstanding Debentures are not included. These ratios are within the requirements contained in Superior's debt covenants. In accordance with the Credit Facility, Superior must maintain a consolidated secured debt to compliance EBITDA ratio of not more than 3.0 to 1.0 and not more than 3.5 to 1.0 as a result of acquisitions. In addition, Superior must maintain a consolidated debt to compliance EBITDA ratio of not more than 5.0 to 1.0, excluding Debentures. Also, Superior is subject to several distribution tests and the most restrictive stipulates that Distributions (including Debenture holders and related payments) cannot exceed compliance EBITDA less cash income taxes, plus $35.0 million on a trailing 12-month rolling basis. On a 12-month rolling basis as at March 31, 2013, Superior's available distribution amount was $80.0 million under the above noted distribution test.
On March 28, 2013, Standard and Poor's confirmed both Superior and Superior LP's long-term corporate credit rating as BB- and the secured debt rating as BB+. The outlook rating for Superior remains stable. On August 17, 2012, DBRS confirmed Superior LP's senior secured rating of BB (high) and Superior LP's senior unsecured rating of BB (low). The trend for both ratings is stable.
As at March 31, 2013, Superior had an estimated defined benefit pension solvency deficiency of approximately $31.6 million (December 31, 2012 - $36.7 million) and a going concern solvency deficiency of approximately $0.1 million (December 31, 2012 - $6.5 million). Funding requirements required by applicable pension legislation are based upon going concern and solvency actuarial assumptions. These assumptions differ from the going concern actuarial assumptions used in Superior's financial statements. Superior has sufficient liquidity through existing revolving term bank credits and anticipated future operating cash flow to fund this deficiency over the prescribed funding period.
In the normal course of business, Superior is subject to lawsuits and claims. Superior believes the resolution of these matters will not have a material adverse effect, individually or in the aggregate, on Superior's liquidity, consolidated financial position or results of operations. Superior records costs as they are incurred or when they become determinable.
Shareholders' Capital
The weighted average number of common shares issued and outstanding during the first quarter was 113.7 million shares, an increase of 2.6 million common shares from the prior year quarter due to the issuance of 14,690,244 common shares over the year and the resulting impact on weighted average number of common shares outstanding. The following table provides details:
As at May 1, 2013, March 31, 2013 and December 31, 2012, the following common shares and securities convertible into common shares were issued and outstanding:
Dividends Paid to Shareholders
Dividends paid to Superior's shareholders depend on its cash flow from operating activities with consideration for Superior's changes in working capital requirements, investing activities and financing activities. See "Summary of Adjusted Operating Cash Flow" and "Summary of Cash Flow" for additional details.
Dividends paid to shareholders in the first quarter were $16.9 million (before DRIP proceeds of $3.6 million) or $0.15 per share, an increase of $0.2 million due to the issuance of shares under Superior DRIP during the past 12 months. Superior's monthly dividend is $0.05 per share or $0.60 per share on an annualized basis. See "Debt Management Update" for further details. Dividends to shareholders are declared at the discretion of Superior's Board of Directors.
Superior's primary sources and uses of cash are detailed below:
Financial Instruments - Risk Management
Derivative and non-financial derivatives are used by Superior to manage its exposure to fluctuations in foreign currency exchange rates, interest rates, share-based compensation and commodity prices. Superior assesses the inherent risks of these instruments by grouping derivative and non-financial derivatives related to the exposures these instruments mitigate. Superior's policy is not to use derivative or non-financial derivative instruments for speculative purposes. Superior does not formally designate its derivatives as hedges and, as a result, Superior does not apply hedge accounting and is required to designate its derivatives and non-financial derivatives as held for trading. Refer to Superior's 2012 Annual MD&A for further details on financial instrument risk management.
As at March 31, 2013, Superior has hedged approximately 84% of its estimated US dollar exposure for 2013. The estimated sensitivity of adjusted operating cash flow for Superior, including divisional US exposures and the impact on US-denominated debt with respect to a $0.01 change in the Canadian to United States exchange rate for 2013 is $0.3 million after giving effect to United States forward contracts for 2013, as shown in the table below. Superior's sensitivities and guidance are based on an anticipated average Canadian to US dollar foreign currency exchange rate for 2013 of par.
For additional details on Superior's financial instruments, including the amount and classification of gains and losses recorded in Superior's third quarter condensed consolidated financial statements, summary of fair values, notional balances, effective rates and terms, and significant assumptions used in the calculation of the fair value of Superior's financial instruments, see Note 12 to the unaudited condensed consolidated financial statements.
Disclosure Controls and Procedures and Internal Controls Over Financial Reporting
No changes have been made in Superior's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, Superior's internal control over financial reporting in the quarter ended March 31, 2013.
Critical Accounting Policies and Estimates
Superior's unaudited condensed consolidated financial statements have been prepared in accordance with IFRS. The significant accounting policies are described in the unaudited condensed consolidated financial statements for the period ended March 31, 2013. Certain of these accounting policies, as well as estimates made by management in applying such policies, are recognized as critical because they require management to make subjective or complex judgments about matters that are inherently uncertain. Our critical accounting estimates relate to the allowance for doubtful accounts, employee future benefits, future income tax assets and liabilities, the valuation of derivatives and non-financial derivatives and asset impairments and the assessment of potential asset retirement obligations.
Recent Accounting Pronouncements
Certain new standards, interpretations, amendments or improvements to existing standards were issued by the IASB or the International Financial Reporting Interpretations Committee (IFRIC) that are mandatory for accounting periods beginning on January 1, 2013 or later. The affected standards that apply to Superior are as follows:
IFRS 9 - Financial Instruments: Classification and Measurement
IFRS 9, Financial Instruments, was issued in November 2009 and is intended to replace International Accounting Standard (IAS) 39, Financial Instruments: Recognition and Measurement. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. Requirements for financial liabilities were added in October 2010 and they largely carried forward existing requirements in IAS 39, except that fair value changes due to credit risk for liabilities designated at fair value through profit and loss would generally be recorded in other comprehensive income. This standard is required to be applied for accounting periods beginning on or after January 1, 2015, with earlier adoption permitted. Superior is assessing the effect of IFRS 9 on its financial results and financial position; changes, if any, are not expected to be material.
Superior adopted the following on January 1, 2013:
IFRS 10 - Consolidated Financial Statements
IFRS 10 establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. IFRS 10 requires an entity to consolidate an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Under existing IFRS, consolidation is required when an entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The revised standard was effective for Superior on January 1, 2013. Superior adopted the amendments on January 1, 2013, with no impact to Superior.
IFRS 11 - Joint Arrangements
IFRS 11 requires a venture to classify its interest in a joint arrangement as a joint venture or joint operation. Joint ventures will be accounted for using the equity method of accounting, whereas joint operations will require the venture to recognize its share of the assets, liabilities, revenue and expenses. This standard became applicable on January 1, 2013. Superior adopted the amendments on January 1, 2013, with no impact to Superior.
IFRS 12 - Disclosure of Interests in Other Entities
IFRS 12 establishes disclosure requirements for interests in other entities, such as joint arrangements, associates, special purpose vehicles and off-balance-sheet vehicles. The standard carries forward existing disclosure and also introduces significant additional disclosure requirements that address the nature of, and risks associated with, an entity's interests in other entities. This standard became effective for Superior on January 1, 2013. Superior adopted the amendments on January 1, 2013, with no impact to Superior.
IFRS 13 - Fair Value Measurement
IFRS 13 defines fair value, sets out a single IFRS framework for measuring fair value and requires disclosure about fair value measurements. IFRS 13 applies to accounting standards that require or permit fair value measurements or disclosure about fair value measurements (and measurements, such as fair value less costs to sell, based on fair value or disclosure about those measurements), except in specified circumstances. IFRS 13 became applicable on January 1, 2013. Superior adopted the amendments on January 1, 2013, with no impact to Superior.
IAS 1 - Presentation of Other Comprehensive Income
The amendments to IAS 1, Presentation of Financial Statements, issued in June 2011, require entities to group items presented in other comprehensive income on the basis of whether they might be reclassified to the consolidated statement of income in subsequent periods and items that will not be reclassified to the consolidated statement of income. The amendments did not address which items are presented in other comprehensive income and did not change the option to present items net of tax. The amendments to IAS 1 became effective for annual periods beginning on or after July 1, 2012, which was January 1, 2013 for Superior, and are to be applied retrospectively. Superior adopted the amendments on January 1, 2013, with no financial impact to Superior.
IAS 19 - Employee Benefits, amendments
IAS 19 amendments were issued in June 2011, and changed the accounting and disclosure for defined benefit plans and termination benefits. The standard requires that the changes in defined benefit obligations are recognized as they occur, eliminating the corridor approach and accelerating the recognition of past service costs. The changes in defined benefit obligations and plan assets are to be disaggregated into three components: service costs, net interest on the net defined benefit liabilities (assets) and re-measurements of the net defined benefit liabilities (assets). This standard applies for accounting periods beginning on or after January 1, 2013. Superior adopted IAS 19 on January 1, 2013 and the financial impact is an increase of $3.1 million to pension expenses and a corresponding decrease to accumulated other comprehensive loss for the year ended December 31, 2012. The impact on Superior's balance sheet as at January 1, 2012 is a $4.0 million increase to retained deficit, a $0.1 million decrease in employee benefit obligations and a corresponding decrease to accumulated other comprehensive loss of $4.1 million. See below for the quarterly impact to AOCF in 2012.
Non-IFRS Financial Measures
Adjusted Operating Cash Flow
Adjusted operating cash flow is equal to cash flow from operating activities as defined by IFRS, adjusted for changes in non-cash working capital, other expenses, non-cash interest expense, current income taxes and finance costs. Superior may deduct or include additional items in its calculation of adjusted operating cash flow; these items would generally, but not necessarily, be items of a non-recurring nature. Adjusted operating cash flow is the main performance measure used by management and investors to evaluate Superior's performance. Readers are cautioned that adjusted operating cash flow is not a defined performance measure under IFRS and that adjusted operating cash flow cannot be assured. Superior's calculation of adjusted operating cash flow may differ from similar calculations used by comparable entities. Adjusted operating cash flow represents cash flow generated by Superior that is available for, but not necessarily limited to, changes in working capital requirements, investing activities and financing activities of Superior.
The seasonality of Superior's individual quarterly results must be assessed in the context of annualized adjusted operating cash flow. Adjustments recorded by Superior as part of its calculation of adjusted operating cash flow include, but are not limited to, the impact of the seasonality of Superior's businesses, principally the Energy Services segment, by adjusting for non-cash working capital items, thereby eliminating the impact of the timing between the recognition and collection/payment of Superior's revenues and expenses, which can differ significantly from quarter to quarter. Adjustments are also made to reclassify the cash flow related to natural gas and electricity customer contract-related costs in a manner consistent with the income statement's recognition of these costs. Adjusted operating cash flow is reconciled to net cash flow from operating activities on page 11.
EBITDA
EBITDA represents earnings before taxes, depreciation, amortization, finance expense and certain other non-cash expenses, and is used by Superior to assess its consolidated results and the results of its operating segments. EBITDA is not a defined performance measure under IFRS. Superior's calculation of EBITDA may differ from similar calculations used by comparable entities. The EBITDA of Superior's operating segments may be referred to as EBITDA from operations. Net earnings before income taxes are reconciled to EBITDA from operations on page 30.
Compliance EBITDA
Compliance EBITDA represents earnings before interest, taxes, depreciation, amortization and certain other non-cash expenses calculated on a 12 month trailing basis, giving pro forma effect to acquisitions and divestitures, and is used by Superior to calculate its debt covenants and other credit information. Compliance EBITDA is not a defined performance measure under IFRS. Superior's calculation of compliance EBITDA may differ from similar calculations used by comparable entities. See Note 15 to the unaudited condensed consolidated financial statements for a reconciliation of net earnings (loss) to compliance EBITDA.
Payout Ratio
Payout ratio represents dividends as a percentage of adjusted operating cash flow less other capital expenditures, and is used by Superior to assess its financial results and leverage. Payout ratio is not a defined performance measure under IFRS. Superior's calculation of payout ratio may differ from similar calculations used by comparable entities.
Risk Factors to Superior
The risks factors and uncertainties detailed below are a summary of Superior's assessment of its material risk factors as detailed in Superior's 2012 Annual Information Form under "Risk Factors" which is filed on the Canadian Securities Administrators' website, , and on Superior's website, .
Risks to Superior
Superior depends entirely on the operations and assets of Superior LP. Superior's ability to make dividend payments to its shareholders depends on the ability of Superior LP to make distributions on its outstanding limited partnership units, as well as on the operations and business of Superior LP.
There is no assurance regarding the amount of cash to be distributed by Superior LP or generated by Superior LP and, therefore, there is no assurance regarding funds available for dividends to shareholders. The amount distributed in respect of the limited partnership units will depend on a variety of factors including, without limitation, the performance of Superior LP's operating businesses, the effect of acquisitions or dispositions on Superior LP, and other factors that may be beyond the control of Superior LP or Superior. In the event significant sustaining capital expenditures are required by Superior LP or the profitability of Superior LP declines, there would be a decrease in the amount of cash available for dividends to shareholders and such decrease could be material.
Superior's dividend policy and the distribution policy of Superior LP are subject to change at the discretion of the Board of Directors of Superior or the Board of Directors of Superior General Partner Inc., the general partner of Superior LP, as applicable. Superior's dividend policy and the distribution policy of Superior LP are also limited by contractual agreements including agreements with lenders to Superior and its affiliates and by restrictions under corporate law.
Since the beginning of 2010, the CRA has requested and reviewed information from Superior relating to the plan of arrangement involving Superior Plus Income Fund and Ballard Power Systems Inc. and the Conversion. As disclosed by Superior on September 20, 2012, Superior anticipated receiving a proposal letter from the CRA in due course on this matter and on February 11, 2013, Superior received the proposal letter from the CRA. The proposal letter proposes to deny the availability of capital losses of approximately $623 million and other tax basis of approximately $1,000 million. Superior remains confident in the appropriateness of its tax filing position and the expected tax consequences of the Arrangement and the Conversion and intends to vigorously defend such position. Superior also strongly believes that the acquisition of control or the general anti-avoidance rule do not apply to the Arrangement and the Conversion and intends to file its future tax returns on a basis consistent with its view of the outcome of the Arrangement and the Conversion.
The credit facilities and U.S. Notes of Superior LP contain covenants that require Superior LP to meet certain financial tests and that restrict, among other things, the ability of Superior LP to incur additional debt, dispose of assets or pay dividends/distributions in certain circumstances. These restrictions may preclude Superior LP from returning capital or making distributions on the limited partnership units.
The payout by Superior LP of substantially all of its available cash flow means that capital expenditures to fund growth opportunities can only be made in the event that other sources of financing are available. Lack of access to such additional financing could limit the future growth of the business of Superior LP and, over time, have a material adverse effect on the amount of cash available for dividends to shareholders.
To the extent that external sources of capital, including public and private markets, become limited or unavailable, Superior's and Superior LP's ability to make the necessary capital investments to maintain or expand the current business, and to make necessary principal payments and debenture redemptions under its term credit facilities may be impaired.
Superior maintains a substantial floating interest rate exposure through a combination of floating interest rate borrowing and the use of derivative instruments. Demand levels for approximately half of Energy Services' sales and substantially all of Specialty Chemicals' and Construction Products Distribution's sales are affected by general economic trends. Generally speaking, when the economy is strong, interest rates increase, as does demand from Superior's customers, thereby increasing Superior's sales and its ability to pay higher interest costs, and vice-versa. In this way, there is a common relationship between economic activity levels, interest rates and Superior's ability to pay higher or lower rates. Increased interest rates, however, will affect Superior's borrowing costs, which may have an adverse effect on Superior.
A portion of Superior's net cash flow is denominated in US dollars. Accordingly, fluctuations in the Canadian/US dollar exchange rate can affect profitability. Superior attempts to mitigate this risk by hedging.
The timing and amount of capital expenditures incurred by Superior LP or by its subsidiaries will directly affect the amount of cash available to Superior for dividends to shareholders. Dividends may be reduced, or even eliminated, at times when significant capital expenditures are incurred or other unusual expenditures are made.
If the Board of Directors of Superior decides to issue additional common shares, preferred shares or securities convertible into common shares, existing shareholders may suffer significant dilution.
There can be no assurance that income tax laws in the numerous jurisdictions in which Superior operates will not be changed, interpreted or administered in a manner which adversely affects Superior and its shareholders. In addition, there can be no assurance that the CRA (or provincial tax agency), U.S. Internal Revenue Service (or a state or local tax agency), or the Chilean Internal Revenue Service (collectively, the Tax Agencies) will agree with how Superior calculates its income for tax purposes or that the various Tax Agencies will not change their administrative practices to the detriment of Superior or its shareholders.
Risks to Superior's segments
Energy Services
Canadian Propane Distribution and U.S. Refined Fuels
Propane is sold in competition with other energy sources such as fuel oil, electricity and natural gas. While propane is usually more cost-effective than electricity, electricity is a major competitor in most areas. Fuel oil is also used as a residential, commercial and industrial source of heat. Except for certain industrial and commercial applications, propane is generally not competitive with natural gas in areas where natural gas service exists. Other alternative energy sources such as compressed natural gas, methanol and ethanol are available or could be further developed an
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Datum: 01.05.2013 - 13:43 Uhr
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