businesspress24.com - Superior Plus Corp. Announces 2015 First Quarter Results
 

Superior Plus Corp. Announces 2015 First Quarter Results

ID: 1355814

(firmenpresse) - CALGARY, ALBERTA -- (Marketwired) -- 05/01/15 -- Superior Plus Corp. (TSX: SPB)

Highlights

Energy Services

Specialty Chemicals

Construction Products Distribution

Corporate Related

CRA Income Tax Update

As previously disclosed, On April 2, 2013, Superior received, 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 the Conversion. On November 7, 2014, Superior received the Notices of Reassessment for the 2011 to 2013 taxation years. The CRA''s position is based on the acquisition of control rules and 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. Upon receipt of the Notices of Reassessment, 50% of the taxes payable pursuant to such Notices of Reassessment, must be remitted to the CRA.

On May 8, 2013 and August 7, 2013, respectively, Superior filed a Notice of Objection and a Notice of Appeal with respect to the Notice of Reassessments received on April 2, 2013. On February 4, 2015, Superior filed a Notice of Objection with respect to the Notice of Reassessments received on November 7, 2014. Superior anticipates that if the case proceeds in the Tax Court of Canada, the case could be heard within two years, with a decision rendered six to twelve months after completion of the court hearings. If a decision of the Tax Court of Canada were to be appealed, the appeal process could reasonably be expected to take an additional two years. If Superior receives a positive decision then any taxes, interest and penalties paid to the CRA will be refunded plus interest. If Superior is unsuccessful, then any remaining taxes payable plus interest and penalties will have to be remitted to the CRA.

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 to file its future tax returns on a basis consistent with its view of the outcome of the Conversion.





Interim tax payments made by Superior will be recorded to the balance sheet and will not materially impact either adjusted operating cash flow or net earnings.

Based on the midpoint of Superior''s 2015 financial outlook of AOCF per share of $1.95, if the tax pools from the Conversion were not available to Superior, the impact would be an increase to cash income taxes of approximately $20.0 million or $0.15 per share for 2015. 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.

2015 Financial Outlook

Superior''s 2015 financial outlook of AOCF per share of $1.80 to $2.10 is consistent with the financial outlook provided at the end of the fourth quarter of 2014. Superior sees its 2015 financial results as consistent to modestly higher than its 2014 financial results as ongoing operational and financial improvements in the Energy Services and CPD businesses, and a strong first quarter for the Energy Services business, will be largely offset by modestly lower Specialty Chemicals results, higher interest costs associated with the issuance of high-yield term debt and the impact of lower crude oil prices on certain customer segments.

For additional details on the assumptions underlying the 2015 financial outlook, see Superior''s 2015 first quarter MD&A.

Debt Management Update

Superior remains focused on managing both its total debt and its total debt to EBITDA. Superior is currently forecasting a total debt to EBITDA ratio at December 31, 2015 of 3.0X to 3.4X which would bring Superior into its targeted leverage ratio range of 3.0X to 3.5X. Superior''s anticipated debt repayment for 2015 and total debt to EBITDA leverage ratio as at December 31, 2015, based on Superior''s 2015 financial outlook is detailed in the chart below.

Superior''s total debt (including convertible debentures) to Compliance EBITDA before restructuring costs was 3.4X as at March 31, 2015 (3.5X after restructuring costs), lower than the 3.5X as at December 31, 2014 (3.6X after restructuring costs). Debt levels and the total leverage ratio as at March 31, 2015 were lower than December 31, 2014 levels due debt repayment as a result of free cash flow generation in the first quarter of 2015. Superior continues to focus on reducing its total leverage through ongoing debt reduction, including reducing working capital requirements and improving business operations.

2015 Detailed First Quarter Results

Superior''s 2015 First Quarter Management''s Discussion and Analysis is attached and is also available on Superior''s website at under the Investor Relations section.

2015 First Quarter Conference Call

Superior will be conducting a conference call and webcast for investors, analysts, brokers and media representatives to discuss the 2015 First Quarter Results at 4:00 p.m. MDT on Friday, May 1, 2015. To participate in the call, dial:1-800-952-4972. An archived recording of the call will be available for replay until midnight, July 1, 2015. To access the recording, dial: 1-800-408-3053 and enter pass code 8633694 followed by the # key. Internet users can listen to the call live, or as an archived call, on Superior''s website at .

Supplemental Financial Information

Diluted AOCF Per Share

For the three months ended March 31, 2015, the dilutive impact of the 7.50%, October 31, 2016 convertible debentures was 6.6 million shares (132.8 million total shares on a dilutive basis) with a resulting impact on AOCF of $1.4 million ($96.6 million total on a dilutive basis). For the three months ended March 31, 2014, the dilutive impact of the 7.50%, October 31, 2016 convertible debentures was 6.6 million shares (132.8 million total shares on a dilutive basis) with a resulting impact on AOCF before restructuring costs of $1.4 million ($99.1 million total on a dilutive basis) and on AOCF of $1.4 million ($97.3 million total on a dilutive basis).

Forward Looking Information

Certain information included herein is forward-looking information within the meaning of applicable Canadian securities laws. 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. Such information is typically identified by words such as "anticipate", "believe", "continue", "could", "estimate", "expect", "plan", "intend", "forecast", "future", "guidance", "may", "predict", "project", "should", "strategy", "target", "will" or similar expressions suggesting future outcomes.

Forward-looking information in this document includes: 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, timing, costs and benefits of restructuring activities, nomination of sodium chlorate volumes under supply agreements and the related costs and potential benefits, future supply and demand fundamentals for North American sodium chlorate, business strategy and objectives, development plans and programs, business expansion and cost structure and other improvement projects, expected product margins and sales volumes, expected timing of commercial production and the costs and benefits associated therewith, anticipated timing and impact of Tronox zero nomination for 2016, market conditions in Canada and the U.S., expected tax consequences of the Conversion, the 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, exposure to such rates and incremental earnings associated with such rates, dividend strategy, 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 propane, heating oil and similar products, demand for chemicals including sodium chlorate and chloralkali, effect of operational and technological improvements, anticipated costs and benefits of business enterprise system upgrade plans, future working capital 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, anticipated relocation costs, expected life of facilities and statements regarding net working capital and capital expenditure requirements of Superior or Superior Plus LP.

Forward-looking information is provided for the purpose of providing information about management''s expectations and plans about the future and may not be appropriate for other purposes. Forward-looking information herein is based on various assumptions and expectations that Superior believes are reasonable in the circumstances. 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. Such assumptions include anticipated financial performance, current business and economic trends, the amount of future dividends paid by Superior, business prospects, availability and utilization of tax basis, regulatory developments, currency, exchange and interest rates, trading data, cost estimates, our ability to obtain financing on acceptable terms, the assumptions set forth under the "Financial Outlook" sections of our first quarter management''s discussion and analysis ("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.

When relying on our forward-looking information to make decisions with respect to Superior, investors and others should carefully consider the preceding factors, other uncertainties and potential events. Any forward-looking information is provided as of the date of this document and, except as required by law, neither Superior nor Superior LP undertakes to update or revise such information to reflect new information, subsequent or otherwise. For the reasons set forth above, investors should not place undue reliance on forward-looking information.

For more information about Superior, visit our website at .

Management''s Discussion and Analysis of 2015 First Quarter Results

May 1, 2015

The following Management Discussion & Analysis (MD&A) is a review of the financial performance and position of Superior Plus Corp. (Superior) as at and for the three months ended March 31, 2015 and 2014. The information in this MD&A is current to May 1, 2015. 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, 2014 and its December 31, 2014 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.

FINANCIAL OVERVIEW

Summary of Adjusted Operating Cash Flow

Comparable GAAP Financial Information (1)

Segmented Information

AOCF Reconciled to Net Cash Flow from Operating Activities (1)

First quarter AOCF was $95.2 million, a decrease of $0.7 million or 1% from the prior year quarter. The decrease in AOCF was primarily due to higher interest and corporate costs, partially offset by higher operating results at Energy Services. AOCF per share of $0.75 per share was modestly lower than the prior year quarter of $0.77 per share due to the decrease in AOCF.

The net loss for the first quarter was $9.8 million, compared to net earnings of $50.1 million in the prior year quarter. The net loss was due primarily to higher unrealized losses on derivative financial instruments and income tax expense. Unrealized derivative financial instrument losses were higher due primarily to foreign currency losses on Superior''s foreign currency financial derivatives compared to the prior year quarter as a result of the appreciation of the U.S. dollar, offset in part by gains on propane and heating oil forward contracts due to an increase in propane and heating oil prices. Income tax expenses were higher due primarily to an increase in non-temporary differences partially offset by lower taxable earnings compared to the prior year quarter.

Revenue of $1,006.6 million was $275.7 million lower than in the prior year''s quarter due primarily to decreased Energy Services revenue as a result of lower propane commodity prices, partially offset by increased Specialty Chemicals and Construction Products Distribution (CPD) revenue due to the favourable foreign exchange impact. Gross profit of $289.7 million was consistent with the adjusted prior year quarter gross profit of $290.2 million. See "Prior Period Adjustment Details" for discussion of the adjustments impacting Q1 2014 gross profit. Operating expenses of $207.9 million in the first quarter were $3.1 million lower than adjusted operating expenses in the prior year quarter primarily due to decreased operating expenses associated with head count reduction at Energy Services, offset in part by the negative impact of weaker Canadian dollar on the translation of U.S. denominated operating expenses. Total income tax expense for the first quarter was $23.7 million compared to income tax expense of $16.8 million in the prior year quarter due to the reasons noted above.

Prior Period Adjustments Details

During the first quarter of 2014, Superior recognized $9.5 million or $0.08 per share in adjustments related to its supply portfolio management business and its U.S. refined fuels business. The adjustment in the supply portfolio management business was primarily due to the over-accrual of freight charges during the fourth quarter of 2013 and throughout the first quarter of 2014. The adjustment in the U.S. refined fuels business was due to inaccurate inventory costing in prior periods as a result of not properly recognizing book to physical inventory adjustments.

Superior has recognized an adjustment, as detailed below, of $9.5 million in its first quarter 2014 results within the Energy Services business.

A summary of the adjustments related to the first quarter of 2014 is as follows:

OPERATING RESULTS

Energy Services

Energy Services'' condensed operating results for 2015 and 2014:

Revenues for the first quarter of 2015 were $617.9 million, a decrease of $321.6 million or 34% from revenues of $939.5 million in 2014. The decrease in revenues was primarily due to lower commodity prices as compared to the prior year quarter. The average wholesale cost of propane in the first quarter of 2015 was 42% lower than the prior year quarter. Total gross profit for the first quarter of 2015 was $182.6 million, a decrease of $6.1 million or 3% as compared to the prior year quarter. The decrease in gross profit was primarily due to lower contribution from supply portfolio management, offset in part by higher fixed-price energy services and U.S refined fuels distribution gross profits. 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 $88.4 million, a decrease of $1.9 million or 2% from 2014, due to lower sales volumes offset in part by higher average gross margins. Average weather across Canada for the first quarter, as measured by degree days, was 6% warmer than the prior year and 2% colder than the five-year average. Weather in Eastern Canada was 5% colder than prior year and 13% colder than the 5-year average, whereas weather in Western Canada was 15% warmer than prior year and 7% warmer than the 5-year average. The regional weather differences had a positive impact on Eastern-based heating volumes and negatively impacted Western-based heating volumes.

Residential volumes were modestly lower than the prior year quarter as warmer than average weather in Western Canada offset the impact of colder weather in Eastern Canada. Commercial sales volumes decreased by 9 million litres or 8% from the prior year quarter due to warmer than average temperatures in Western Canada relative to near record low average temperatures experienced throughout the majority of Canada in the prior year quarter. Industrial volumes decreased by 21 million litres or 9% due to lower oil field demand related to reduced customer activity and warmer than average temperatures in Western Canada. Oil field customer activity in the first quarter of 2015 was lower due to the decline in crude oil prices.

Average propane sales margins for the first quarter increased to 20.9 cents per litre from 19.9 cents per litre in the prior year quarter. Average sales margins in the first quarter of 2015 benefitted from a declining price environment for the wholesale cost of propane, improved sales mix and the impact of ongoing pricing management initiatives.

Canadian Propane Distribution Sales Volumes

U.S. Refined Fuels Distribution

U.S. refined fuels distribution gross profit for the first quarter was $74.3 million, an increase of $13.3 million or 22% from the prior year quarter. The increase in gross profit was due primarily to higher average sales margins. Average weather in the Northeastern U.S., as measured by heating degree days, for the first quarter was 6% colder than the prior year quarter and 28% colder than the 5-year average.

Sales volumes of 494 million litres were 2 million litres higher than the prior year quarter as increased commercial volumes were partially offset by decreased residential volumes. Commercial and automotive sales volumes benefitted from improved market conditions compared to the prior year quarter. Residential sales volumes were modestly lower than the prior year quarter as the positive impact of colder than average weather was offset by ongoing heating oil customer attrition.

Average U.S. refined fuels sales margins of 15.0 cents per litre increased from 12.4 cents per litre in the prior year quarter. Sales margins were positively impacted by the lower wholesale cost of propane and heating oil, ongoing price and supply management initiatives, the implementation of a standardized delivery charge for residential propane customers, and favourable foreign exchange translation contribution.

U.S. Refined Fuels Distribution Sales Volumes

Other Services

Other services gross profit was $6.9 million in the first quarter, a decrease of $2.2 million from the prior year quarter due primarily to a significant reduction in service technicians in the U.S. refined fuels business as part of the restructuring activities in 2013 and 2014.

Supply Portfolio Management

Supply portfolio management gross profits were $11.3 million in the first quarter, a decrease of $21.3 million from the prior year quarter. Gross profits in the current year quarter were consistent with historical levels. Gross profits in the prior year quarter were high relative to historical standards due to favourable market conditions related to the extreme weather conditions in the prior year quarter.

Fixed-Price Energy Services

Fixed-price energy services gross profit was $1.7 million in the first quarter, an increase of $6.0 million from a loss of $4.3 million in the prior year quarter. Natural gas gross profit was $0.9 million, an increase of $3.5 million from the prior year quarter as results in the prior year quarter were negatively impacted by higher than forecast customer consumption and significant volatility in the wholesale cost of natural gas. Natural gas gross profit per unit was 19.1 cents per gigajoule (GJ), an increase of 75.6 cents per GJ from the prior year quarter. In Q1 2014, the significant increase in the spot price of natural gas, as a result of extremely cold weather negatively impacted margins as natural gas was purchased at high prices to cover balancing and supply requirements to meet the increased demand. Sales volumes of natural gas were 4.7 million GJ, consistent with the prior year quarter. Electricity gross profit in the first quarter of 2015 was $0.8 million, an increase of $2.5 million from the prior year quarter. The increase in customer demand from extremely cold weather in the prior year quarter required the purchase of supply at record high market prices.

Fixed-Price Energy Services Gross Profit

Operating Costs - Energy Services

Energy Services cash operating and administrative costs were $99.3 million in the first quarter of 2015, a decrease of $7.7 million or 7% from the prior year quarter. The decrease in expenses was primarily due to benefits from the implementation of The Superior Way business process initiatives, reduced headcount, and improved operating conditions relative to the prior year quarter offset in part by the impact of a weaker Canadian dollar on the translation of U.S. denominated operating expenses.

Financial Outlook

EBITDA from operations for 2015 for the Energy Services business is anticipated to be consistent to modestly higher than in 2014. The forecast for the Energy Services business compared to the forecast provided with the 2014 fourth quarter is modestly higher as a result of a strong 2015 first quarter. EBITDA from the Canadian propane and U.S. refined fuels businesses will benefit from ongoing operational improvements. Operating costs as a percentage of gross profits are anticipated to continue to improve in 2015 due to a full year run rate of business initiatives and The Superior Way project. Gross profits in the Canadian Propane and U.S. refined fuels business are anticipated to be consistent with 2014 with the exception of industrial related gross profits in the Canadian propane business.

Superior is forecasting a modest reduction in gross profits related to oilfield sales volumes within the Canadian propane business as a result of the current price of crude oil. Gross profit from the supply portfolio management business is anticipated to be similar to 2014 whereas gross profit from the fixed-price energy business will be higher in 2015 than in 2014 due to the absence of losses that resulted from the temperatures experienced in the first quarter of 2014. Average weather, as measured by degree days, for the remainder of 2015 is anticipated to be consistent with the 5-year average period. Operating conditions for 2015 are anticipated to be similar to 2014 with the exception of the decline in the wholesale cost of propane experienced in the fourth quarter of 2014 which Superior anticipates will persist throughout 2015.

Specialty Chemicals

Specialty Chemicals'' condensed operating results for 2015 and 2014;

Chemical revenue for the first quarter of $177.9 million was $18.8 million or 12% higher than in the prior year quarter due primarily to higher average selling prices related to the impact of the stronger U.S. dollar on U.S. denominated sales, and higher chloralkali/potassium volumes offset in part by lower chlorate volumes.

First quarter gross profit of $73.4 million was $5.4 million higher than in the prior year quarter due primarily to higher sodium chlorate gross profits. Sodium chlorate gross profits increased due to higher average selling prices (discussed above), offset in part by higher electricity costs and lower sales volumes. Chlorate volumes were modestly lower than the prior year quarter due to contract losses in the fourth quarter of 2014.

Chloralkali gross profits were consistent with the prior year quarter as higher sales volumes were offset by lower average realized sales prices. Sales prices of caustic, chlorine and hydrochloric acid, before the impact of foreign currency hedging contracts were all higher than the prior year. Higher sales volumes of hydrochloric acid were achieved from the completion of Superior''s hydrochloric acid production capacity at Saskatoon, Saskatchewan and Port Edwards, Wisconsin. The production of hydrochloric acid results in Superior having the flexibility to convert a larger proportion of its existing chlorine into higher margin hydrochloric acid.

Cash operating and administrative costs of $42.9 million were $4.5 million or 12% higher than in the prior year quarter due to impact of a weaker Canadian dollar on the translation of U.S. dollar denominated expenses, increases in long-term incentive plan costs related to the appreciation in Superior''s share price during the quarter and general inflationary increases.

Superior''s foreign currency hedge contracts for the 2015 fiscal year were entered into in prior years when the Canadian dollar was stronger relative to the U.S. dollar. As a result, Superior''s effective U.S. exchange rate for 2015 is approximately 1.04 per Canadian dollar for 1.00 U.S. dollar. Beginning in 2016, lower value foreign currency contracts roll-off and Superior''s effective U.S. exchange rate will significantly improve which is expected to result in incremental earnings of $15 to $20 million in 2016 relative to 2015. See "Financial Instruments - Risk Management for a summary of Superior''s foreign currency hedge contracts.

Strategic Supply Agreement

In October 2013, Specialty Chemicals entered into a supply agreement with Tronox LLC (Tronox) to purchase up to 130,000 MT of sodium chlorate per year from Tronox''s Hamilton, Mississippi facility, as nominated annually by Specialty Chemicals. The initial term of the agreement extends to December 31, 2016 and may be automatically extended in one year increments thereafter. Under the agreement, Tronox will continue to own and operate the facility, and Specialty Chemicals will purchase sodium chlorate to meet customer demands under certain customer contracts being assumed and to supply other existing and new customers. Specialty Chemicals paid an initial fee of $4.3 million and will incur a quarterly fee of $0.8 million during the initial term, plus a cost for sodium chlorate delivered and monthly operating expenses. As part of the agreement, Specialty Chemicals will acquire finished inventory and assume existing railcar leases and customer contracts, as assigned. Additionally, the parties have entered into a strategic long-term agreement for the supply of chloralkali product by Specialty Chemicals to service Tronox''s requirements in North America. Under the agreement, if the annual nominated volume by Specialty Chemicals is less than the specified volume of product set out in the agreement, Tronox may terminate the agreement early, at its sole option and its sole cost to permanently shut down the plant for the manufacture of sodium chlorate.

In late April 2015, Specialty Chemicals provided notification that it will not be nominating any volume for fiscal 2016 related to its 130,000MT sodium chlorate supply agreement with Tronox. The supply agreement between Superior and Tronox allows for nomination by Superior of up to 130,000MT of sodium chlorate on an annual basis. Due to this zero nomination, Tronox has the right to shut down and decommission the facility for the manufacture of sodium chlorate upon completion of Superior''s 2015 supply requirements. Upon completion of the production for Superior''s 2015 supply requirements, Superior-related production is anticipated to cease in the fourth quarter of 2015. Under the terms of the supply agreement, if Tronox proceeds with decommissioning the facility, the previously disclosed quarterly fees payable by Superior to Tronox would be accelerated, requiring Superior to pay approximately US$3.3 million as early as January, 2016. Superior anticipates a formal decision by Tronox with respect to the potential decommissioning of the facility during the second quarter of 2015.

Should Tronox decide to cease sodium chlorate manufacturing at the Hamilton, Mississippi facility, the supply and demand fundamentals for North American sodium chlorate would largely be balanced when current exports are taken into consideration. The potential for an improved supply and demand balance beginning in 2016 provides an improved environment for Superior to recover production cost increases, particularly electricity cost increases that Superior has had to absorb over the last several years.

Financial Outlook

Superior expects EBITDA from operations for 2015 to be modestly lower than in 2014. Superior''s forecast for its Specialty Chemicals business at the end of the fourth quarter of 2014 was for results in 2015 to be consistent with 2014. In light of improved clarity on hydrochloric acid sales volumes and selling prices in the first quarter of 2015 related to the slowdown in the oil and gas sector, Superior has taken a more conservative view on the contribution of hydrochloric acid for the remainder of 2015. The reduction in the anticipated contribution from hydrochloric acid has resulted in a reduction of the total EBITDA from the Specialty Chemicals business from the previous outlook. With the exception of the reduced contribution from hydrochloric acid, all other assumptions for the Specialty Chemicals business are consistent with the update provided in the fourth quarter of 2014.

More specifically the assumptions, which are unchanged, include:

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 2015 and 2014:

Revenues of $217.2 million for the first quarter of 2015 were $31.4 million or 17% higher than in the prior year quarter due to increased gypsum and commercial and industrial insulation (C&I) revenues. Gypsum revenues increased due to higher U.S. sales volumes as a result of continued improvement in the U.S. residential construction sector, higher average selling prices and the impact of a stronger U.S. dollar on the translation of U.S. denominated revenues. C&I revenues increased due to higher industrial market activity, modest improvements in end-use markets, improved market share related to investments in sales and marketing, and the impact of a stronger U.S. dollar on the translation of U.S. denominated revenues.

Gross profits of $53.6 million in the first quarter were $6.1 million or 13% higher than in the prior year quarter primarily due to improved sales volumes, higher average selling prices and the impact of the stronger U.S. dollar. Average sales margins were modestly lower than the prior year quarter due to the later timing of recognition of annual supplier rebates in 2015 compared to 2014, a higher mix of lower margin, large industrial projects, and the impact of competitive pressures on the Canadian gypsum market.

Cash operating and administrative costs were $49.6 million in the first quarter, an increase of $6.6 million or 15% from the prior year quarter. The increase was primarily due the impact of the stronger U.S. dollar on the translation of U.S. denominated operating costs, higher long-term incentive plan costs, and IT system integration costs.

System Integration

CPD has approved and begun a systems integration project that will replace two legacy ERP systems with a single, standardized solution. The updated system will provide enhanced procurement, pricing and operational effectiveness, enabling CPD to further improve margins and operating costs once complete. CPD anticipates that the project will be completed over the next two years at a total cost of approximately US$22 million which is split between capital investment of US$12 million and one-time operating costs of US$10 million. Superior anticipates that approximately 60% of these costs will be incurred in 2015 with the remainder in 2016.

Financial Outlook

Superior anticipates that EBITDA from operations in 2015 will be higher than in 2014 due to continued improvements in the U.S. residential market, the product expansion of drywall into ceiling-only branches and benefits resulting from ongoing pricing and procurement initiatives. Superior anticipates that the U.S. commercial market will be modestly improved in 2015 compared to 2014 and that the Canadian residential market will continue to be challenging.

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.

Consolidated Capital Expenditure Summary

Efficiency, process improvement and growth related expenditures were $4.9 million in the first quarter compared to $10.5 million in the prior year quarter. The decrease compared to prior year is due primarily to the completion of expansion projects at Specialty Chemicals in late 2014. Efficiency, process improvement and growth-related expenditures in 2015 are primarily related to Energy Services'' purchases of rental assets and truck related expenditures. Other capital expenditures were $9.2 million in the first quarter compared to $6.3 million in the prior year quarter, consisting primarily of required maintenance and general capital across all of Superior''s segments. Proceeds on the disposition of capital were $0.5 million in the first quarter and consisted of Superior''s disposition of surplus tanks, cylinders and property. During the first quarter Superior entered into new leases with a capital equivalent value of $0.6 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 $7.6 million, compared to $4.8 million in the prior year quarter. The $2.8 million increase was primarily due to higher long term incentive costs as Superior''s share price increased significantly as compared to the prior year quarter and higher consulting and severance costs.

Interest expense on borrowing and finance lease obligations for the first quarter was $6.8 million, compared to $5.4 million in the prior year quarter. The increase was due to higher average interest rates which more than offset lower debt levels. Superior''s average interest rate was higher than the prior year quarter due to Superior''s 7-year, $200 million, 6.50% senior unsecured note offering which closed on December 9, 2014. 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 $7.5 million consistent with the prior year quarter.

Superior Plus Office Relocation

As previously disclosed, Superior will be relocating its corporate office to Toronto, Ontario from the current location of Calgary, Alberta during the second half of 2015. The relocation of the corporate office will provide closer proximity for Superior''s corporate executive team to Superior''s operating businesses. Superior''s President and Chief Executive Officer, Chief Financial Officer and Chief Legal Officer, along with other members of Superior''s corporate team will be relocating to Toronto as part of the corporate office relocation.

Non-GAAP Restructuring Costs

Superior''s restructuring costs incurred during 2014 were categorized together and excluded from segmented results. Below is a table summarizing these costs for comparative purposes:

Restructuring costs incurred during 2014 and 2013 consisted of both costs included in, and excluded from, the restructuring provision. Superior incurred $1.8 million of restructuring costs during the first quarter 2014 related to employee severance costs and consulting costs at Energy Services. Total restructuring costs incurred during 2014 and 2013 in order to complete the restructuring projects were $26.6 million, higher than the range provided in Superior''s first-quarter 2014 MD&A of $22.0 million to $25.0 million due to higher-than-expected facility termination costs.

Income Taxes

Total income tax expense for the first quarter was $23.7 million and consists of $0.7 million in cash income tax recovery and $23.0 million in deferred income tax expense, compared to a total income tax expense of $16.8 million in the prior year quarter, which consisted of $0.4 million in cash income tax recovery and a $16.4 million deferred income tax expense.

Cash income tax expense for the first quarter was $0.7 million and consisted of income tax expense in the U.S. of $0.7 million (2014 Q1 - $0.4 million of U.S. cash tax expense). Deferred income tax expense for the first quarter was $23.7 million (2014 Q1 - $16.4 million deferred income tax expense), resulting in a corresponding net deferred income tax asset of $253.8 million as at March 31, 2015. The increase in deferred income tax expense was due to an increase in non-temporary differences partially offset by lower taxable earnings compared to the prior year quarter.

Canada Revenue Agency (CRA) Income Tax Update

As previously disclosed, on April 2, 2013, Superior received, 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. Subsequently on November 7, 2014, Superior received the Notices of Reassessment for the 2011 to 2013 taxation years. The CRA''s position is based on the acquisition of control rules and 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. Upon receipt of the Notices of Reassessment, 50% of the taxes payable pursuant to such Notice of Reassessment must be remitted to the CRA.

On May 8, 2013 and August 7, 2013, respectively, Superior filed a Notice of Objection and a Notice of Appeal with respect to the Notice of Reassessment received on April 2, 2013. On February 4, 2015 Superior filed a Notice of Objection with respect to the Notice of Reassessment received on November 7, 2014. Superior anticipates that if the case proceeds in the Tax Court of Canada, the case could be heard within two years, with a decision rendered six to 12 months after completion of the court hearings. If a decision of the Tax Court of Canada were to be appealed, the appeal process could reasonably be expected to take an additional two 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 to file its future tax returns on a basis consistent with its view of the outcome of the Conversion.

Interim tax payments made by Superior will be recorded to the balance sheet and will not materially impact either AOCF or net earnings.

Based on the midpoint of Superior''s 2015 financial outlooks of AOCF per share of $1.95, if the tax pools from the Conversion were not available to Superior, the impact would be an increase to cash income taxes of approximately $20.0 million or $0.15 per share for 2015. 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 2015 to be between $1.80 per share and $2.10 per share, consistent with the outlook included in Superior''s 2014 fourth-quarter Financial Discussion. Achieving Superior''s adjusted operating cash flow depends 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 2015 outlook are:

Energy Services

Specialty Chemicals

Construction Products Distribution

Debt Management Update

Superior remains focused on managing both its total debt and its total debt to EBITDA. Superior is currently forecasting a total debt to EBITDA ratio at December 31, 2015 of 3.0X to 3.4X which would bring Superior into its targeted leverage range of 3.0X to 3.5X. Superior''s anticipated debt repayment for 2015 and total debt to EBITDA leverage ratio as at December 31, 2015, based on Superior''s 2015 financial outlook is detailed in the chart below.

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 $421.6 million as at March 31, 2015, a decrease of $39.5 million from December 31, 2014. The decrease in borrowing was primarily due to cash flow from operating activities.

On June 20, 2014, and November 26, 2014 Superior extended the maturity date of its credit facility to June 27, 2018. Financial covenant ratios were unchanged with a consolidated secured debt to consolidated EBITDA ratio and a consolidated debt to consolidated EBITDA ratio of 3.0x and 5.0x, respectively. Superior maintains the flexibility to expand the facility up to $750.0 million. See "Summary of Cash Flow" for details on Superior''s sources and uses of cash.

On December 9, 2014, Superior completed an offering of $200.0 million 6.50% senior unsecured notes (senior notes). The senior notes were issued at par value and mature on December 9, 2021. The senior notes contain certain early redemption options under which Superior has the option to redeem all or a portion of the senior notes at various redemption prices, which include the principal amount plus accrued and unpaid interest, if any, to the applicable redemption date. Interest is payable semi-annually on June 9 and December 9, commencing June 9, 2015. Under the terms of the agreement, Superior must maintain a fixed-charge coverage ratio of no less than 2.0 to 1.0. As at March 31, 2015, the fixed-charge coverage ratio for purposes of this agreement was 4.7 to 1.0.

As at March 31, 2015, debentures (before deferred issuance fees and discount values) issued by Superior totaled $494.2 million which was unchanged since December 31, 2014. See Note 12 to the unaudited condensed consolidated financial statements for additional details on Superior''s debentures.

Consolidated net working capital was $273.6 million as at March 31, 2015, an increase of $8.8 million from net working capital of $264.8 million as at December 31, 2014. The increase was due primarily to higher Energy Services net working capital requirements due to the impact of the stronger U.S. dollar on U.S. denominated working capital at the U.S. refined fuels business. Superior''s net working capital requirements are financed from its credit facility.

As at March 31, 2015, when calculated in accordance with the credit facility, the consolidated secured debt to compliance EBITDA ratio was 1.0 to 1.0 (December 31, 2014 - 1.2 to 1.0) and the consolidated debt to compliance EBITDA ratio was 1.7 to 1.0 (December 31, 2014 - 1.9 to 1.0). For both of these covenants, debentures are excluded. These ratios are within the requirements of 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. Superior''s total debt to compliance EBITDA ratio was 3.5 to 1.0 as at March 31, 2015. 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, 2015, Superior''s available distribution amount was $150.0 million under the above noted distribution test.

As of March 31, 2015, US$30 million of U.S. notes, issued October 29, 2003 by way of private placement, were outstanding. On March 30, 2010, certain financial covenant ratios of the U.S. Note Agreement were amended to make them consistent with the financial covenant ratios under the amended credit facility other than the exclusion of any obligations owing under an accounts receivable securitization program from the calculation of consolidated secured debt for purposes of the consolidated secured debt to compliance EBITDA ratio calculation.

On June 27, 2014, Standard & Poor''s confirmed Superior and Superior LP''s long-term corporate credit rating of BB and the senior secured debt rating of BBB-. The outlook rating for Superior remains stable. On June 27, 2014, Dominion Bond Rating Service 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, 2015, Superior had an estimated defined benefit pension solvency deficiency of approximately $11.1 million (December 31, 2014 - $12.3 million) and a going concern surplus of approximately $33.2 million (December 31, 2014 - surplus of $22.6 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 its existing credit facility and anticipated future operating cash flow to fund this deficiency over the prescribed 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 at the end of the first quarter was 126.2 million shares, which was unchanged from the prior year quarter.

As at May 1, 2015, March 31, 2015 and December 31, 2014, 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.

On October 30, 2014, Superior announced that its monthly dividend would be increased by 20% to $0.06 per share or $0.72 per share on an annualized basis from the previous dividend of $0.05 or $0.60 per share on an annualized basis. Dividends paid to shareholders for 2015 were $22.7 million or $0.72 per share compared to $18.9 million or $0.60 per share in 2014. The increase of $3.8 million was due to the higher dividend rate. See "Debt Management Update" for further details. Dividends to shareholders are declared at the discretion of Superior''s Board of Directors.

Summary of Cash Flows

Superior''s primary sources and uses of cash are detailed below(1):

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 2014 Annual MD&A for further details on financial instrument risk management.

As at March 31, 2015, Superior has substantively hedged its estimated U.S. dollar exposure for 2015 and 72% for 2016. Due to the hedge position, a change in the Canadian to U.S, dollar exchange rate for 2015 would not have a material impact to Superior. A summary of Superior''s U.S. dollar forward contracts for 2015 and beyond is provided in the table below.

For additional details on Superior''s financial instruments, including the amount and classification of gains and losses recorded in Superior''s first 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 13 to the unaudited condensed consolidated financial statements.

Changes in Internal Controls over Financial Reporting

Superior''s Management is responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 "Certification of Disclosure in Issuers'' Annual and Interim Filings". The objective of this instrument is to improve the quality, reliability and transparency of information that is filed or submitted under securities legislation.

Superior''s President and Chief Executive Officer (CEO) and the Executive Vice President and Chief Financial Officer (CFO), with the assistance of Superior employees, have designed DC&P and ICFR to provide reasonable assurance that material information relating to Superior''s business is communicated to them, reported on a timely basis, financial reporting is reliable, and the financial statements for external purposes are in accordance with IFRS.

During the first quarter of 2015, there were no changes made to Superior''s ICFR that materially affected, or are reasonably likely to materially affect, Superior''s ICFR.

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, 2015. 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 provision 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, 2015 or later. The affected standards are consistent with those disclosed in Superior''s 2014 annual consolidated financial statements.

New and revised IFRS standards issued but not yet effective

IFRS 9 - Financial Instruments: Classification and Measurement

IFRS 9 was issued in November 2009 and is intended to replace 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. Another revised version of IFRS 9 was issued in July 2014 to include impairment requirements for financial assets and limited amendments to the classification and measurement requirements by introducing the fair value through other comprehensive income measurement category for certain simple debt instruments. This standard must be applied for accounting periods beginning on or after January 1, 2018, 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.

IFRS 15 - Revenue from Contracts with Customers

In May 2014, IFRS 15 was issued, establishing a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. IFRS 15 supersedes the current revenue recognition guidance including IAS 18 - Revenue, IAS 11 - Construction Contracts and the related interpretation when it becomes effective. Under IFRS 15, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity is required to recognize revenue when the performance obligation is satisfied. Either a full or modified retrospective application is required for annual periods beginning on or after January 1, 2017 with early adoption permitted. Superior is currently assessing the impact of IFRS 15 and plans to adopt the new standard on the required effective date.

IAS 16 and IAS 38 - Property, Plant and Equipment and Intangible Assets

The amendments to IAS 16 prohibit entities from using a revenue-based depreciation method for items of property, plant, and equipment. The amendments to IAS 38 introduce a rebuttable presumption that revenue is not an appropriate basis for amortization of an intangible asset. This presumption can only be rebutted in the event when the intangible asset is expressed as a measure of revenue or, when it can be demonstrated that revenue and consumption of the economic benefits of the intangible assets are highly correlated. This standard must be applied for accounting periods beginning on or after January 1, 2016, with earlier adoption permitted. Superior currently amortizes property, plant and equipment and intangible assets using the straight-line method and therefore, does not anticipate the application of these amendments to IAS 16 and IAS 18 having a material impact on Superior''s consolidated financial statements.

Non-GAAP Financial Measures

Throughout the MD&A, Superior has used the following terms that are not defined by GAAP, but are used by management to evaluate performance of Superior and its business. Since Non-GAAP financial measures do not have standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies, securities regulations require that Non-GAAP financial measures are clearly defined, qualified and reconciled to their nearest GAAP financial measures. Except as otherwise indicated, these Non-GAAP financial measures are calculated and disclosed on a consistent basis from period to period. Specific adjusting items may only be relevant in certain periods.

The intent of Non-GAAP financial measures is to provide additional useful information to investors and analysts and the measures do not have any standardized meaning under IFRS. The measures should not, therefore, be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS. Other issuers may calculate Non-GAAP financial measures differently.

Investors should be cautioned that EBITDA and AOCF should not be construed as alternatives to net earnings, cash flow from operating activities or other measures of financial results determined in accordance with GAAP as an indicator of Superior''s performance.

Non-GAAP financial measures are identified and defined as follows:

Adjusted Operating Cash Flow

AOCF 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 AOCF; these items would generally, but not necessarily, be items of a non-recurring nature. AOCF is the main performance measure used by management and investors to evaluate Superior''s performance. AOCF 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 AOCF. Adjustments recorded by Superior as part of its calculation of AOCF 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. AOCF is reconciled to net cash flow from operating activities on page 13.

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 those of its operating segments. 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 33.

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 compliance with its debt covenants and other credit information. See Note 15 to the audited consolidated financial statements for a reconciliation of net earnings to compliance EBITDA.

Payout Ratio

Payout ratio represents dividends as a percentage of AOCF 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 GAAP. Superior''s calculation of payout ratio may differ from similar calculations used by comparable entities. See page 25 "Debt Management Summary" for Superior''s anticipated payout ratio for 2015.

Quarterly Financial and Operating Information

GAAP Measures

Non-GAAP Measures

Reconciliati


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