Superior Plus Corp. Announces 2012 Annual and Fourth Quarter Results
(firmenpresse) - CALGARY, ALBERTA -- (Marketwire) -- 02/14/13 -- Superior Plus Corp. (TSX: SPB)
Highlights
Fourth Quarter Financial Summary
Energy Services
Specialty Chemicals
Construction Products Distribution
Corporate Related
CRA Income Tax Update
On February 11, 2013, Superior received a proposal letter from Canada Revenue Agency ("CRA") which confirms the CRA's intent to challenge the tax consequences of Superior's corporate conversion transaction which occurred on December 31, 2008. The CRA has indicated in their proposal letter that they intend to challenge the transaction on the basis of the acquisition of control rules, in addition to the general anti-avoidance rules of the Income Tax Act (Canada). As previously disclosed on September 20, 2012, Superior anticipated receiving a proposal letter from CRA in due course. Superior has 30 days to respond to the letter. Superior's understanding is that the CRA will then proceed with a Notice of Reassessment for Superior's 2009, 2010 and 2011 taxation years. Superior is required to pay 50% of the resultant tax liability; Superior anticipates that the 50% payment required would be approximately $10 million for 2009 through 2011 and approximately $5 million for Superior's 2012 taxation year once that information is filed with CRA and then ultimately reassessed. Superior has 90 days from the Notice of Reassessment to prepare and file a Notice of Objection which would be reviewed by the CRA's appeals division. If the CRA is not in agreement with Superior's Notice of Objection, Superior has the option to file its case with the Tax Court of Canada. Superior anticipates that legal proceedings through the various tax courts would take between 2 to 4 years.
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. Superior strongly believes that the acquisition of control or the general anti-avoidance rules do not apply to the Conversion and intends to file its future tax returns on a basis consistent with its view of the outcome of the Conversion. See press release "Superior Plus Corp. Provides Update on Review of Conversion Transaction and Settlement Related to Power Purchase Agreement with TransCanada" dated September 20, 2012, for additional details on this matter including the potential financial implications of a reassessment.
2013 Financial Outlook
Superior expects 2013 AOCF per share of $1.65 to $1.95, consistent with the financial outlook provided at the third quarter of 2012. The increase in the mid-point of the 2013 financial outlook relative to the 2012 actual results is due to 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 which are offset in part by the absence of the one-time TransCanada payment received in third quarter 2012. 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 2012 Fourth Quarter Financial 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.
Superior has increased the high-end of its forecasted December 31, 2013 total debt to EBITDA range to 4.2X from the prior range of 4.0X provided at the third quarter of 2012 due to higher anticipated working capital levels and the anticipated payment to CRA. Superior's targeted total debt to EBITDA remains unchanged at 3.5X to 4.0X.
President's Message
I am pleased to report that 2012 was a year of significant accomplishments for Superior as we delivered improvements in our financial and operational performance. Superior recorded adjusted operating cash flow of $1.73 per share in 2012 compared to $1.65 per share in the prior year. In addition, Superior reduced its total leverage to 4.4x at December 31, 2012 from 5.1x at December 31, 2011. The business environment in 2012 continued to be challenging due in part to ongoing global economic uncertainty. Despite this environment, Superior's businesses continue to enjoy strong fundamentals and I am confident that our financial performance will continue to improve in 2013 and beyond.
During 2012 Superior executed a number of operational improvements which I view as key steps in improving not only our future financial performance but in meeting our goal of becoming a best-in-class operator in all our business segments. Areas where improvements were made in 2012 include:
Destination 2015
As part of Superior's business transformation into a best-in-class organization we have implemented a number of business initiatives throughout our operations. This transformation is internally entitled Destination 2015. By developing a culture of continuous improvement, Destination 2015 is intended to deliver ongoing improvements in operating and financial performance.
I want to stress to our shareholders that Destination 2015 is not just an exercise in cost cutting. It is true that the improvements in our day-to-day processes will ensure that we run our businesses as efficiently as possible, which will translate into cost reductions in the years to come. The broader focus of Destination 2015 is, however, to invest in our businesses to facilitate operational improvements and create a strong platform for future growth.
Enhancing our Core Competencies
Although we remain committed to making improvements under Destination 2015, we will not lose sight of our core competencies. In fact, we intend to lever what we already do well as the basis for our future improvements. Our Energy Services and Construction Products Distribution businesses are distribution based and, therefore, it is important that we continue to focus on building best-in-class logistics capabilities within these business. Delivering our products and services on an accurate and timely basis is imperative.
Our Specialty Chemicals business not only manufactures high quality chemicals, but just as importantly, is a developer of technology that improves the operations of Superior and its customers. We will continue to foster and develop all of these competencies in 2013 and beyond.
Committed to Execution
Destination 2015 and the execution of our long-term business plan will not be without challenges and I want to assure all of our shareholders that we are up to the task. Superior's senior leadership team and I are fully committed to ensuring we execute in a timely and successful manner. Although the work will be arduous, the importance is simply too great. We can and will meet our objectives. We will do so by continuing to focus on execution of our initiatives, a central feature of which is holding those responsible for execution accountable across the entire organization. Accountability on our initiatives is the responsibility of our senior leadership team, and is based on the collective efforts of our whole organization. By providing our teams the appropriate leadership and sharing best practices across our entire organization, we are providing ourselves with the necessary framework and tools to ensure we meet our goal of becoming a best-in-class organization.
2013 Priorities
Our priorities for 2013 are as follows:
Conclusion
There is no doubt that 2013 will be a year of heavy lifting for Superior, but despite the challenges Superior is likely to encounter throughout this period, we will remain acutely focused on the execution of the initiatives underpinning Destination 2015. We will balance the need for timely execution of our long-term objectives with our awareness of the need to remain focused on the importance of our day-to-day operations.
By continuing to develop and build a cohesive leadership team we will develop and foster a culture of accountability and continuous improvement, which I view as the cornerstone of every best-in-class business. By achieving the goals of our business improvement initiatives, I am confident that we will complete our transformation into a best-in-class operator, realizing a range of operational and financial improvements over the short-term, medium-term and long-term.
Acknowledgements
Superior's success will ultimately be due to the hard work and dedication of our more than 4,500 employees. I would like to thank each of our employees for your commitment to your respective businesses. I look forward to working with all of Superior's employees as well as each of Superior's directors in the coming year. On behalf of the entire organization, I would like to thank our securityholders for your continued support and confidence in Superior.
On behalf of the Board of Directors,
signed "Luc Desjardins"
President and Chief Executive Officer
2012 Detailed Fourth Quarter Results
Superior's 2012 Fourth Quarter Financial Discussion and Analysis is attached and is also available on Superior's website at under the Investor Relations section.
2012 Fourth Quarter and Annual Results Conference Call
Superior will be conducting a conference call and webcast for investors, analysts, brokers and media representatives to discuss the 2012 Fourth Quarter Results at 8:30 a.m. MDT on Friday, February 15, 2013. To participate in the call, dial:1-866-226-1792. An archived recording of the call will be available for replay until midnight, April 15, 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
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", "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 Financial Discussion and Analysis (FD&A) 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, business strategy and objectives, development plans and programs, business expansion and improvement projects, expected timing of commercial production 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, 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, regulatory compliance costs, the impact of ongoing legal proceedings, 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" section of this FD&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, our ability to access external sources of debt and equity capital, and the risks identified in (i) this FD&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 FD&A 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 .
Financial Discussion of 2012 Fourth Quarter and 2012 Year End Results
February 14, 2013
The following Financial Discussion is a review of the financial performance and position of Superior Plus Corp. (Superior) as at December 31, 2012 and for the three and twelve months ended December 31, 2012 and 2011. The information in this Financial Discussion is current to February 14, 2013. This Financial Discussion should be read in conjunction with Superior's audited consolidated financial statements and notes thereto as at and for the twelve months ended December 31, 2012 and its unaudited condensed consolidated financial statements as at and for the three and twelve months ended December 31, 2012 and 2011.
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 Financial Discussion 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.
Fourth quarter adjusted operating cash flow was $62.6 million, a decrease of $1.2 million or 2% from the prior year quarter. The decrease in adjusted operating cash flow was primarily due to lower operating results at Specialty Chemicals offset in part by lower interest costs. Adjusted operating cash flow of $0.56 per share, decreased by $0.02 per share as compared to the prior year quarter due to a 2% decrease in adjusted operating cash flow as noted above and a 2% increase in the weighted average number of shares outstanding. The average number of shares outstanding increased in 2012 as a result of shares issued from Superior's Dividend Reinvestment Program and Optional Share Purchase Plan (DRIP).
Adjusted operating cash flow for the year ended December 31, 2012 was $193.5 million, an increase of $13.1 million or 7% from the prior year. The increase in adjusted operating cash flow was due to increased EBITDA from operations of Specialty Chemicals and lower interest costs offset in part by lower EBITDA from operations of Construction Products Distribution and higher corporate costs. Adjusted operating cash flow per share was $1.73 per share for the year ended December 31, 2012, an increase of $0.08 per share or 5% due to the 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 2012 as a result of shares issued from Superior's DRIP.
The net earnings for the fourth quarter were $14.2 million, compared to a net loss of $231.4 million in the prior year quarter. Net earnings were primarily impacted by a reduction in impairments as the prior year quarter included an impairment charge of $300.6 million and lower operating costs offset in part by 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 foreign currency financial derivatives compared to the prior year quarter as a result of fluctuations in the spot and forward price for U.S. dollars. Revenues of $934.0 million were $109.4 million lower than the prior year quarter due to lower Energy Services revenue as a result of lower propane prices offset in part by higher revenue at Construction Products Distribution as a result of increased sales volumes and the introduction of new products. Gross profit of $228.2 million was $6.4 million lower than the prior year quarter primarily due to decreased Energy Services gross profits due to reduced sales volumes and gross margins and Specialty Chemical gross profits due to lower gross margins. Operating expenses of $177.9 million in the fourth quarter were $10.8 million lower than in the prior year quarter due to reduced amortization expense offset by lower risk reserve funding credits offset in part by $2.3 million of restructuring costs incurred at Construction Products Distribution and $3.0 million incurred at Energy Services. Total income tax recovery for the fourth quarter was $0.9 million compared to income tax recovery of $43.7 million in the prior year quarter. The decrease in income tax recovery was due to higher net earnings in the fourth quarter of 2012 as the prior year quarter included an impairment charge of $300.6 million.
Superior had net earnings of $93.1 million for 2012, compared to a net loss of $302.6 million for 2011. The increase in net earnings was due to a reduction in impairments as the prior year included an impairment charge of $378.6 million, higher gross profits, lower operating costs and gains on financial instruments. Consolidated revenues of $3,624.3 million in 2012 were $301.3 million lower than in the prior year. This was due primarily to lower Energy Services revenue as a result of lower commodity prices and sales volumes, offset in part by higher Specialty Chemicals revenue due to a more profitable sales mix and higher sales volumes and higher Construction Products Distribution revenue due to improved sales volumes and the introduction of new products. Gross profit of $846.3 million was $18.8 million higher than in the prior year due to improved gross profit at Specialty Chemicals and Construction Products Distribution due to increased sales volumes, offset in part by lower gross profit at Energy Services due to lower sales volumes.
Operating expenses of $694.0 million in 2012 were $12.7 million lower than in the prior year, due to the reduced amortization expense offset in part by restructuring costs incurred by Construction Products Distribution and higher corporate costs. The decrease in amortization expense was due to the impairment of Energy Services intangible assets, which was recorded in 2011. Restructuring costs of $6.5 million were incurred by Construction Products Distribution as part of its efforts to optimize the cost structure and $4.2 million was incurred at Energy Services. Corporate costs were higher than in the prior year due to increased long-term incentive costs, which resulted from the increase in Superior's share price and severance costs offset in part by year-end accrual adjustments. Total interest expense of $77.6 million was $7.9 million lower than in the prior year due principally to lower average debt throughout the year due to lower net working capital and higher cash flow. Unrealized gains on financial instruments were $32.1 million in 2012 compared to unrealized losses of $9.7 million in the prior year. The increase in unrealized gains from the prior year is primarily due to higher unrealized gains in the current year on natural gas forward contracts due to fluctuations in the spot prices of natural gas. Gains or losses on Superior's various financial instruments are without consideration of the fair value of the underlying customer or supplier commitment.
Total income tax expense was $9.0 million for 2012 compared to a recovery of $50.4 million for 2011. The increase in income tax expense was due to higher net earnings in 2012 as the prior year included an impairment charge recorded to intangible assets and goodwill which resulted in a net loss.
Revenues for the fourth quarter of 2012 were $602.2 million, a decrease of $125.4 million from revenues of $727.6 million in 2011. The decrease in revenues is primarily due to lower commodity prices and sales volumes as compared to the prior year quarter. Total gross profit for the fourth quarter of 2012 was $129.6 million, a decrease of $0.2 million or nil% over the prior year quarter. The slight decrease in gross profit is primarily due to lower fixed-price energy services natural gross profits offset in part by higher gross margins within the Canadian propane segment. A summary and detailed review of gross profit is provided below.
Canadian Propane Distribution
Canadian propane distribution gross profit for the fourth quarter was $68.1 million, an increase of $5.8 million or 9% from 2011, due to higher sales volumes and gross margins. Residential and commercial sales volumes increased by 9 million litres or 8% from the prior year quarter, due to colder weather during the fourth quarter of 2012 as compared to the prior year quarter. Average weather across Canada for the fourth quarter, as measured by degree days, was 11% colder than the prior year and 4% colder than the five-year average. Industrial volumes increased by 6 million litres or 3%, due to increased wholesale sales volumes as a result of sales efforts to grow this segment. Automotive propane volumes increased by 1 million litres or 6%, this increase is in contrast to the historical structural decline in this end-use market due to the favourable price spread between propane and gasoline.
Average propane sales margins for the fourth quarter increased to 17.8 cents per litre from 16.9 cents per litre in the prior year quarter. The increase is principally due to the implementation of price increases to industrial and commercial sales contracts during the first quarter of 2012 and improved pricing management offset in part by unfavourable movement in the sales mix as the current quarter included a higher proportion of lower-margin sales volumes.
Canadian Propane Distribution Sales Volumes
U.S. Refined Fuels Distribution
U.S. refined fuels distribution gross profit for the fourth quarter was $37.3 million, a decrease of $0.6 million from the prior year quarter. The decrease in gross profit is due to lower sales volumes offset in part by slightly higher gross margins. Sales volumes of 428 million litres, decreased by 12 million litres or 3% from the prior year quarter. The decrease was primarily due to higher in-tank customer volumes due to the unseasonably warm weather experienced during the majority of 2012 which has negatively impacted the timing of residential customers first tank fill of the heating season, lower customer aggregation and competitive pressures. Weather as measured by heating degree days for the fourth quarter was 9% higher than the prior year quarter although lower year to date degree days reduced the impact of the colder weather. Average U.S. refined fuels sales margins of 8.7 cents per litre increased slightly from 8.6 cents per litre in the prior year quarter. Sales margins were positively impacted by reduced cost for propane supply, and a higher contribution from residential propane sales volumes, which was offset by a higher proportion of lower margin automotive volumes and higher distillate supply costs.
U.S. Refined Fuels Distribution Sales Volumes
Other Services
Other services gross profit was $11.4 million in the fourth quarter, a decrease of $1.5 million from the prior year quarter due to reduced service calls and active customer service contracts.
Supply Portfolio Management
Supply portfolio management gross profits were $6.5 million in the fourth quarter and consistent with the prior year quarter as market conditions remained favourable.
Fixed-Price Energy Services
Fixed-Price Energy Services Gross Profit
Fixed-price energy services gross profit was $6.3 million in the fourth quarter, a decrease of $4.0 million or 39% from $10.3 million in the prior year quarter. Natural gas gross profit was $3.9 million, a decrease of $4.6 million from the prior year quarter due to lower gross margins and sales volumes. Gross profit per unit was 83.0 cents per gigajoule (GJ), a decrease of 87.0 cents per GJ or 51% 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 residential customers. Sales volumes of natural gas were 4.7 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 price for natural gas. Electricity gross profit in the fourth quarter of 2012 was $2.4 million, an increase of $0.6 million or 33% from the prior year quarter due to the aggregation of additional commercial customers in the Ontario market, full year contribution from prior year customer additions and additional residential customers in Pennsylvania.
Operating Costs
Cash operating and administrative costs were $83.5 million in fourth quarter of 2012, an increase of $0.2 million or nil% from the prior year quarter. The slight increase in expenses was primarily due to a one-time pension settlement expense and $3.0 million of restructuring charges offset in part by higher fixed-price energy services costs as the prior year included a reduction in the risk reserve allowance.
Impairment
On October 20, 2012, a kerosene leak was discovered in the bottom of a storage tank at U.S. refined fuels Marcy terminal location. The leak was investigated and contained by the environmental group. U.S. refined fuels than notified the Department of Environmental Conservation (DEC) which performed an independent review of the leak and other tanks at this location. On December 27, 2012, the DEC issued a notice of violation based on their inspections and subsequent to discussions between management and the DEC, a consent order was issued to U.S. refined fuels on February 4, 2013. The consent order identified that the secondary containment system and storage tanks are not in compliance with DEC design requirements and need to be rebuilt to specific standards by September 1, 2013 in order to remain operational. Management is assessing the implications of the consent order on the future operations of the facility and potential alternatives to completing the repair work required. This event is not expected to have an impact on the operations of U.S. refined fuels or operating results going forward. Also, management is assessing the impact of additional remediation costs although they are not expected to be material.
Due to the leak and receipt of the consent order, management has performed a detailed impairment review of the Marcy terminal to assess whether the carrying value of all the storage tanks does not exceed the recoverable amount. The recoverable amount of the assets was based on management's estimate of the fair value less costs to sell. Based on a detailed review by management, the fair value less costs to sell of the storage tanks was lower than the carrying value. An impairment charge of $4.7 million was recorded against net earnings along with a $4.7 million reduction in the carrying value of the impaired storage tanks.
Outlook
Superior expects business conditions in 2013 for its Energy Services segment to be similar to 2012. 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 five-year average in 2013. Superior's 2012 results were negatively affected by warm weather, as average temperature 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 the business initiatives noted below.
Initiatives to improve results in the Energy Services business continued during the fourth quarter of 2012 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.
Chemical revenue for the fourth quarter of $139.1 million was $0.7 million or 1% higher than in the prior year quarter primarily due to higher sales volumes for sodium chlorate offset in part by lower chloralkali/potassium sales volumes and pricing. Fourth quarter gross profit of $63.0 million was $4.0 million lower than in the prior year quarter due to decreased chloralkali/potassium gross profits offset in part by sodium chlorate gross profits. Sodium chlorate gross profits were slightly higher than the prior year quarter due to increased technology gross profits as result of project activity offset in part by lower gross margins as the prior year included a $3.2 million gain from the receipt of an insurance settlement in connection with a Buckingham, Quebec claim. Sodium chlorate sales volumes increased by 12,000 tonnes or 10% compared to the prior year quarter due to higher North American demand as markets remain balanced. Chloralkali/potassium products gross profits were lower than in the prior year quarter as weaker average prices, particularly for chlorine, and lower sales volumes related to a temporary production curtailment associated with the completion of a mandatory bromine upgrade project at Specialty Chemicals Port Edwards facility.
Cash operating and administrative costs of $33.9 million were $1.4 million or 4% higher than in the prior year quarter due to additional maintenance expenditures incurred and general inflationary pressures.
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 project will be carried out through 2012 and 2013, with commercial production expected in the second quarter of 2014. As of this date, a total of $1.4 million has been spent on the project.
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 project will be carried out through 2013 and 2014 with commercial production expected in the fourth quarter of 2014.
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 that 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, is anticipated to be modestly higher in 2013, due to improved performance of the chloralkali product segment driven by higher gross profits from hydrochloric acid and modestly higher selling prices for caustic soda, which will more than offset anticipated 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 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.
GSD and C&I revenues of $193.2 million for the fourth quarter of 2012 were $15.1 million or 8% higher than in the prior year quarter. GSD revenue increased due to higher demand, new product introductions and sales volumes in some Canadian and U.S. based regions and from the continued expansion of the GSD product line into existing U.S. based branches. C&I revenues increased slightly from the prior year quarter due to higher demand from oil sands pipeline projects and other project work.
Gross profits of $47.6 million in the fourth quarter were $0.1 million lower than in the prior year quarter primarily due to the impact of lower gross margins offset in part by higher revenues as noted above. The decrease in GSD gross margins was due to the introduction of lower margin products, difficulty passing on supplier price increases and competitive pressures. The decrease in C&I gross margins was due to several large lower margin projects and reduced purchased discounts associated with reduced inventory levels.
Cash operating and administrative costs were $39.8 million in the fourth quarter, a decrease of $1.0 million or 2% from the prior year quarter. The decrease was primarily due to cost savings from restructuring activities completed earlier in 2012 and lower bad debt provisions offset in part by higher costs associated with increased sales volumes and restructuring charges of $2.3 million related to the closing of additional branches.
Outlook
Superior expects business conditions in 2013 for its Construction Products Distribution business to be similar to 2012, with conditions improving slightly in the U.S. and lower residential construction in Canada. EBITDA from operations is anticipated to be higher in 2013 than in 2012 due in part to the absence of restructuring costs incurred in 2012 and the benefit from the business initiatives noted below. Superior continues to see difficult market conditions in the residential and commercial segments in both countries although U.S. housing starts are increasing and this will provide support for future sales growth. Superior does not anticipate significant near-term improvements in the end-use markets.
Restructuring
The Construction Products Distribution business continues to review all aspects of operations to optimize its cost structure and improve gross margins. A total of $6.5 million in restructuring costs were recognized in 2012 associated with the closure or reorganization of 15 branches. Restructuring activities were actively managed to minimize costs and the impact on customers.
Initiatives to improve results in the Construction Products Distribution business continued during the fourth 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, and d) working capital management.
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 $4.7 million in the fourth quarter compared to $5.4 million in the prior year quarter. These are primarily related to Energy Services' purchases of rental assets and truck related expenditures. Other capital expenditures were $17.4 million in the fourth quarter compared to $9.2 million in the prior year quarter, consisting primarily of required maintenance and general capital across all of Superior's segments although the increase was primarily related to Specialty Chemicals' bromine removal project and several other smaller projects. Proceeds on the disposal of capital were $0.4 million in the fourth quarter and consisted of Superior's disposition of surplus tanks, cylinders and other assets. During the fourth quarter Superior entered into new leases with capital equivalent value of $2.8 million primarily related to delivery vehicles for the Energy Services and Construction Products Distribution segments.
Corporate and Interest Costs
Corporate costs for the fourth quarter were $3.5 million, compared to $3.3 million in the prior year quarter. The slight increase was primarily due to higher long term incentive costs as a result of an increase in Superior's share price and higher employee costs offset in part by lower provisions.
Interest expense on borrowing and finance lease obligations for the fourth quarter was $9.4 million compared to $10.6 million in the prior year quarter. The decrease was due to lower average debt as a result of reduced accounts receivable balances within the Canadian propane business, lower overall net working capital requirements and a decrease in dividends paid during the quarter. 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 fourth quarter was $7.2 million and lower than in the prior year quarter of $8.9 million. The decrease was due to the redemptions of Superior's 5.75% convertible subordinated debentures due December 31, 2012 on December 12, 2011 and August 1, 2012.
Income Taxes
Total income tax recovery for the fourth quarter was $0.9 million and consists of $0.3 million in cash income tax expense and $1.2 million in deferred income tax recovery, compared to a total income tax recovery of $43.7 million in the prior year quarter, which consisted of $1.4 million in cash income tax expense and a $45.1 million deferred income tax recovery.
Cash income tax expense for the fourth quarter was $0.3 million and consisted of income tax expense in the U.S. of $0.3 million (2011 Q4 - $1.4 million of U.S. cash tax expense). Deferred income tax recovery for the fourth quarter was $1.2 million (2011 Q4 - $45.1 million deferred income tax recovery), resulting in a corresponding net deferred income tax asset of $300.6 million as at December 31, 2012. The decrease in deferred income tax recovery was due to higher net earnings compared to the prior year quarter which included an impairment charge of $300.6 million.
Update on Review of Conversion Transaction
Since the beginning of 2010, the Canada Revenue Agency (CRA) has requested information relating to Superior's conversion transaction, which occurred on December 31, 2008 (the "Conversion"), and Superior has responded to such requests and engaged in extensive discussions, including detailed settlement discussions, with representatives of the CRA. The CRA advised Superior that the CRA believes it does not have authority to settle the matter in this context. During the discussions, the CRA indicated that the general anti-avoidance rule of the Income Tax Act (Canada) is available to the CRA as a basis upon which to challenge the tax consequences of the Conversion.
On February 11, 2013, Superior received a proposal letter from the CRA which confirms its intention to challenge the tax consequences of the conversion. As disclosed in Superior's MD&A for the period ended September 30, 2012, Superior anticipated receiving a proposal letter from the CRA in due course on this matter. The CRA has indicated in their proposal letter that they intend to challenge the transaction on the basis of the acquisition of control rules, in addition to the general anti-avoidance rules of the Income Tax Act (Canada). Superior has 30 days to respond to the letter and believes that the CRA will then proceed with a Notice of Reassessment for Superior's 2009, 2010 and 2011 taxation years. 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. Superior also strongly believes that the acquisition of control or the general anti-avoidance rules do not apply to the Conversion and intends to file its future tax returns on a basis consistent with its view of the outcome of the Conversion.
Superior is required to make a payment of 50% of the tax liability claimed by the CRA in order to appeal the expected reassessment and, based on Superior's 2009, 2010, and 2011 taxation years, that amount is approximately $10 million and approximately $5 million for the 2012 taxation year once that information is filed with CRA and then ultimately reassessed. Superior would also be required to make a payment of 50% of the taxes the CRA claims are owed in any future tax year if the CRA were to issue a similar notice of reassessment for such years and Superior were to appeal it. Superior has 90 days from the Notice of Reassessment to prepare and file a Notice of Objection, which would be reviewed by the CRA's appeals division. If the CRA is not in agreement with Superior's Notice of Objection, Superior has the option to file its case with the Tax Court of Canada. Superior anticipates that legal proceedings through the various tax courts would take approximately two to four years. If Superior is ultimately successful in defending its position, such payments plus applicable interest, will be refunded to Superior. If the CRA is successful, Superior will be required to pay the balance of the taxes claimed plus applicable interest and penalties.
Superior's 2013 financial outlook as provided in this MD&A does not include the impact of a potential reassessment, as any 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 $1.80, 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. 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 achieved adjusted operating cash flow per share of $1.73, within the 2012 financial outlook range as provided in Superior's 2012 third quarter MD&A. See the detailed discussions on each segment for a breakdown of the results achieved.
Superior's outlook is for adjusted operating cash flow for 2013 to be between $1.65 per share and $1.95 per share, consistent with Superior's previous financial outlook as provided in the 2012 third quarter MD&A. 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
Superior remains committed to reducing its total debt and its total debt leverage ratios. Superior's total debt to EBITDA ratio as at December 31, 2012 of 4.4X was within the Superior's third quarter 2012 MD&A range of 4.2X to 4.4X.
Superior has increased the high end of its forecasted December 31, 2013 total debt to EBITDA range to 4.2X from the prior range of 4.0X provided at the third quarter of 2012 due to higher anticipated working capital levels and the anticipated payment to CRA. Superior's targeted total debt to EBITDA remains unchanged at 3.5X to 4.0X.
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 $639.6 million as at December 31, 2012, a decrease of $122.5 million from December 31, 2011. The decrease in Borrowing was primarily due to due to additional cash flows retained as result of reducing the monthly dividend on November 2, 2011, lower accounts receivables in the Canadian propane distribution segment and higher cash flow from operating activities offset in part by finance lease repayments, net capital expenditures and the $49.9 million redemption of 5.75% convertible unsecured subordinated debentures.
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 December 31, 2012, 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, 2011 due to the redemption of the 5.75% convertible unsecured subordinated debentures during the third quarter, see Redemptions below for further details. See Note 12 to the unaudited condensed consolidated financial statements for additional details on Superior's Debentures.
Redemptions
On August 1, 2012 Superior completed the previously announced redemption of the remaining $49.9 million principal of its previously issued 5.75% convertible subordinated debentures (2012 Debentures) due December 31, 2012, using funds from its Credit Facility. The 2012 Debentures were redeemed, in accordance with their terms, at the redemption price of $1,000 in cash per $1,000 principal plus accrued and unpaid interest thereon up to the redemption date, being $1,005.0411 per $1,000 principal.
On November 30, 2012, Superior announced that it provided notice that it will redeem $50 million principal amount of its previously issued 5.85% convertible subordinated debentures due October 31, 2015 on January 3, 2013. As previously announced, Superior will use proceeds from its bank facility to fund the redemption of the 2015 Debentures. The 5.85% convertible subordinated debentures will, in accordance with their terms, be 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. The record date for the partial redemption is December 31, 2012.
As at December 31, 2012, approximately $205.5 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 $287.8 million as at December 31, 2012, a decrease of $89.5 million from net working capital of $377.3 million as at December 31, 2011. The decrease was primarily due to increased cash collections of accounts receivable within the Canadian propane distribution segment offset in part by higher inventory at U.S. refined fuels due a key supplier exiting the refinery business and warmer than expected weather. Lower net working capital at Construction Products Distribution was due to continued effort at optimizing net working capital as part of the segment's supply chain management review. 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 December 31, 2012 (three months ended December 31, 2011 $5.5 million), a decrease of $1.9 million from the year prior quarter due to a reduction in Superior's dividend rate on November 2, 2011. Proceeds received from the DRIP were $14.2 million for the twelve months ended December 31, 2012 as compared to $28.9 million during the twelve months ended December 31, 2011.
As at December 31, 2012, when calculated in accordance with the Credit Facility, the consolidated secured debt to compliance EBITDA ratio was 1.8 to 1.0 (December 31, 2011 - 2.3 to 1.0) and the consolidated debt to compliance EBITDA ratio was 2.4 to 1.0 (December 31, 2011 - 2.9 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 December 31, 2012, Superior's available distribution amount was $120.0 million under the above noted distribution test.
On March 30, 2012, 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 and Superior LP remains stable and the credit rating on Superior's unsecured debt is unchanged at BB-. 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 December 31, 2012, Superior had an estimated defined benefit pension solvency deficiency of approximately $36.7 million (December 31, 2011 - $36.3 million) and a going concern solvency deficiency of approximately $6.5 million (December 31, 2011 - $16.6 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 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 fourth quarter was 112.6 million shares, an increase of 2.2 million common shares from the prior year quarter due to the issuance of 1,968,606 common shares over the year and the resulting impact on weighted average number of common shares outstanding. The following table provides details:
As at February 14, 2013, December 31, 2012 and December 31, 2011, 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 fourth quarter were $67.1 million (before DRIP proceeds of $3.6 million) or $0.15 per share, a decrease of $10.7 million due to the reduction of Superior's dividend rate to $0.05 per share per month effective with the November 2011 dividend. On November 2, 2011, Superior announced that the monthly dividend has been reduced to $0.05 per share or $0.60 per share on an annualized basis which decreased from the prior level of $0.10 per share per month or $1.20 per share on an annualized basis. Superior deemed it prudent to accelerate its debt reduction plan by reducing its monthly dividend during 2011. See "Debt Management Update" for further details. Dividends to shareholders are declared at the discretion of Superior's Board of Directors.
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 December 31, 2012, Superior has hedged approximately 90% 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 $0.2 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 13 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 December 31, 2012.
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 December 31, 2012. 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, 2012 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.
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.
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Datum: 14.02.2013 - 21:22 Uhr
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