Superior Plus Corp.
TSX : SPB

Superior Plus Corp.

April 28, 2016 08:05 ET

Superior Plus Corp. Announces 2016 First Quarter Results

TORONTO, ONTARIO--(Marketwired - April 28, 2016) - Superior Plus Corp. (TSX:SPB)

Financial Overview

Three Months Ended
March 31
(millions of dollars, except where noted) 2016 2015
Revenue 807.5 976.0
Gross Profit 277.2 288.0
Net earnings (loss) 104.9 (9.0 )
Net earnings (loss) per share - basic (dollars) $0.74 (0.07 )
Net earnings (loss) per share - diluted (dollars) $0.69 (0.07 )
EBITDA from operations (1)(3) 123.4 129.4
Net cash flows from operating activities 89.7 131.9
Net cash flows from operating activities per share - basic (dollars) $0.64 1.05
Net cash flows from operating activities per share - diluted (dollars) $0.64 1.01
Adjusted operating cash flow before acquisition costs (2)(4) 95.1 95.8
Adjusted operating cash flow before acquisition costs per share - basic (dollars) (2)(4) 0.67 0.76
Adjusted operating cash flow before acquisition costs - diluted (dollars) (2)(4) 0.67 0.73
Adjusted operating cash flow (2) 86.6 95.8
Adjusted operating cash flow per share - basic (dollars) (2) 0.61 0.76
Adjusted operating cash flow per share - diluted (dollars) (2) 0.61 0.73
Cash dividends declared 25.3 22.7
Cash dividends per share 0.18 0.18
(1) EBITDA from operations is a non-GAAP financial measure. Refer to "Non-GAAP Financial Measures" and "Reconciliation of Net Earnings Before Income Taxes to EBITDA from Operations" for further details and the calculation and reconciliation.
(2) Adjusted operating cash flow (AOCF) is a non-GAAP financial measure. Refer to "Non-GAAP Financial Measures" for further details and the reconciliation.
(3) EBITDA from operations excludes realized losses from foreign currency hedging contracts that hedge U.S. denominated earnings for risk management purposes. Comparative figures have been reclassified to reflect the current period presentation.
(4) Acquisition costs for the three months ended March 31, 2016 include $8.5 million in costs related to the proposed acquisition of the Canexus Corporation ("Canexus Acquisition"). Refer to "Non-GAAP Acquisition Costs" in the First Quarter MD&A for further details.

"Superior delivered a strong quarter despite record warm weather across Canada and the Northeast U.S., which had a significant impact on our Energy Distribution business," said Luc Desjardins, President and Chief Executive Officer of Superior. "Although we faced substantial headwinds from the warm weather and the continued decline in oilfield activity, the first quarter results demonstrate the value of our geographic, customer segment and product diversity."

Highlights

  • For the quarter ended March 31, 2016, Superior generated AOCF before acquisition costs of $95.1 million, consistent with prior year, and AOCF per share before acquisition costs of $0.67, consistent with management expectations and $0.09 per share or 12% lower than the prior year quarter of $0.76 per share. Strong improvements within the Construction Products Distribution ("CPD") business and strong operational performance in the Energy Distribution business were offset by warmer than normal weather in the quarter, lower Specialty Chemicals results and an increase in weighted average shares outstanding. AOCF per share for the current quarter excludes $8.5 million in regulatory and legal costs related to the proposed acquisition of Canexus Corporation ("Canexus").
  • Superior's 2016 financial outlook of AOCF per share has been confirmed at $1.50 to $1.80, consistent with the financial outlook provided at the end of the fourth quarter. See "2016 Financial Outlook" for additional details. Superior's current 2016 financial outlook excludes the impact of the Canexus Acquisition.
  • Superior's total debt to EBITDA as at March 31, 2016 was 3.4X. Superior's forecasted December 31, 2016, total debt to EBITDA ratio, excluding the impact of the Canexus Acquisition, is 3.1X to 3.5X, unchanged from the update provided in the fourth quarter of 2015. Superior's forecasted total debt to EBITDA is within its long term target range of 3.0X to 3.5X. See "Debt Management Update" in the first quarter MD&A for additional details.
  • In the first quarter, Superior and Canexus continued to provide information to and have discussions with the regulatory authorities in Canada and the United States. Superior and Canexus mutually agreed to extend the Outside Date of the Arrangement Agreement by 90 days to June 29, 2016. The discussions with the regulatory authorities are currently focused on potential remedies.
  • During the first quarter, Superior also completed the sale of the Fixed Price Energy Services assets for total cash consideration of $3.6 million, subject to certain closing adjustments.
Segmented Information
Three months ended
March 31
(millions of dollars) 2016 2015
EBITDA from operations(1):
Energy Distribution 86.8 88.5
Specialty Chemicals 27.3 36.1
Construction Products Distribution 9.3 4.8
123.4 129.4
(1) EBITDA from operations excludes realized losses from foreign currency hedging contracts that hedge U.S. denominated earnings for risk management purposes. Comparative figures have been reclassified to reflect the current period presentation. See "Non-GAAP Financial Measures".

Energy Distribution

  • EBITDA from operations for the first quarter was $86.8 million compared to $88.5 million in the prior year quarter. Results were modestly lower due to a decrease in gross profits, offset in part by a decrease in operating costs. The Canadian propane distribution ("Canadian propane") business generated gross profit of $99.1 million in the first quarter compared to $99.7 million in the prior year quarter as higher average sales margins offset the reduction in sales volumes due to warmer weather and the decrease in oilfield activity. The gross profit from the supply portfolio management business has been included in the Canadian propane gross profit as approximately 80% of the gross profit of the supply portfolio management business is directly related to supply requirements for Canadian propane.
  • Average weather across Canada, as measured by degree days, for the first quarter was 13% warmer than the prior year and 10% warmer than the 5-year average. Warmer than average temperatures in the first quarter of 2016 had a significant impact on sales volumes.
  • Canadian propane average sales margins were 23.1 cents per litre in the first quarter compared to 19.5 cents per litre in the prior year quarter due to an increase in average retail sales margins and benefits from procurement initiatives. Average retail sales margins in the first quarter of 2016 benefitted from the continued low price environment for the wholesale cost of propane, sales mix and the impact of ongoing pricing management initiatives. In addition, Canadian propane margins were higher than the prior year quarter due to the benefit of procurement initiatives related to supply contracts and the impact of improved basis differentials. Superior anticipates the impact from the low price environment on propane margins will moderate in 2016 as both retail pricing and the wholesale cost of propane normalize.
  • Canadian propane sales volumes were 16% lower than the prior year quarter due primarily to a decrease in industrial, wholesale and commercial volumes and a modest reduction in residential volumes. Industrial, wholesale and commercial sales volumes were lower due to warmer weather and reduced oil-field demand related to the continued weakness in crude oil prices. Residential sales volumes were negatively impacted by warmer than average temperatures, offset in part by new customer sales volumes as a result of ongoing sales and marketing initiatives.
  • The U.S. refined fuels business generated gross profits of $68.1 million in the first quarter compared to $78.9 million in the prior year quarter. Gross profits decreased $10.8 million or 14% due primarily to lower sales volumes, partially offset by the impact of the stronger U.S. dollar compared to the prior year quarter.
  • Average weather for the U.S. refined fuel business, as measured by degree days, for the first quarter was 26% warmer than the prior year and 7% warmer than the 5-year average. Warmer than average temperatures in the first quarter of 2016 had a negative impact on residential sales volumes, which account for over 70% of the U.S. refined fuels gross profit.
  • U.S. refined fuels average sales margin of 16.1 cents per litre in the first quarter was consistent with the prior year quarter as lower average retail unit margins were offset by the appreciation of the U.S. dollar compared to the prior year quarter.
  • Sales volumes within the U.S. refined fuels business were 15% lower than the prior year quarter due to warmer weather, partially offset by a modest increase in retail propane volumes from the Warner's acquisition completed in the second quarter of 2015. Residential sales volumes were negatively impacted by warmer temperatures relative to the prior year quarter. Commercial volumes were negatively impacted by reduced demand for snow and ice removal equipment volumes related to the weather. Wholesale sales volumes decreased due to lower reseller volume demand.
  • Other services gross profit was $7.2 million in the first quarter, consistent with the prior year quarter.
  • Cash operating and administrative costs were $87.6 million in the first quarter, a decrease of $9.4 million compared to $97.0 million in the prior year quarter. Operating expenses in the current year quarter were lower due to a decrease in wages related to reduced volumes and decreased fuel expenses, partially offset by the impact of the stronger U.S. dollar compared to the prior year quarter.
  • Superior was able to make efficient headcount reductions to minimize the impact of the decrease in sales volumes related to the warmer weather due to the work completed in 2014 and 2015 to sustainably reduce the cost structure of its Energy Distribution business through the execution of The Superior Way project.
  • The Corporation's fixed-price energy services assets were divested during the first quarter for cash consideration of $3.6 million. This transaction is not expected to have a material impact to the Energy Distribution portfolio.
  • EBITDA from operations for 2016 for the Energy Distribution business is anticipated to be consistent with 2015. EBITDA from the Canadian propane and U.S. refined fuels businesses should benefit from ongoing operational and procurement improvements and sales and marketing initiatives. Gross profits in the Canadian propane business are anticipated to be consistent with 2015 as lower volumes related to the warmer weather in the first quarter and decline in oilfield activity are anticipated to be offset by improvements in average margins. Gross profits in the U.S. refined fuels business are anticipated to be modestly higher than 2015 due primarily to the strengthening of the U.S. dollar on the translation of U.S. denominated gross profit, partially offset by lower volumes, driven by the warmer weather experienced in the first quarter. Cash operating costs are anticipated to be lower than 2015 due to continuous improvement initiatives and reduced volumes related to weather, partially offset by the translation of U.S. denominated operating expenses. Average weather, as measured by degree days, for the remainder of 2016 is anticipated to be consistent with the 5-year average.

Specialty Chemicals

  • EBITDA from operations for the first quarter was $27.3 million compared to $36.1 million in the prior year quarter. Specialty Chemicals generated gross profit of $63.1 million, a decrease of $15.9 million compared to prior year due primarily to the impact of the translation of U.S. denominated working capital and lower chlor-alkali gross profits. The strengthening of the Canadian dollar in the quarter resulted in a realized loss on working capital of $4.0 million in the first quarter compared to a realized gain of $6.4 million in the prior year quarter.
  • Sodium chlorate gross profits were consistent with the prior year as the decrease in sales volumes was offset by the impact of the stronger U.S. dollar on the translation of U.S. denominated sales. Sodium chlorate sales volumes were 6% lower than the prior year quarter due to a decrease in sales volumes associated with purchases under the Tronox agreement and reduced North American demand.
  • Chlor-alkali gross profits were lower than the prior year quarter due to a decrease in pricing for hydrochloric acid and caustic soda and a decrease in sales volumes for hydrochloric acid, caustic soda and caustic potash, partially offset by an increase in sales volumes and pricing for chlorine and the positive impact of the stronger U.S. dollar on U.S. denominated sales.
  • Cash operating and administrative costs of $35.8 million were $7.1 million lower than the prior year quarter due to the decrease in Tronox-related and plant operating expenses, partially offset by the impact of a stronger U.S. dollar on the translation of U.S. denominated expenses and general inflationary increases.
  • Superior expects EBITDA from operations for 2016 to be consistent with 2015 as improvements in the sodium chlorate and chlor-alkali business are expected to be offset by reduced gains on the translation of U.S. denominated working capital and lower insurance proceeds for the business interruption claim related to the Port Edwards HCl burner. Sodium chlorate EBITDA is anticipated to be higher in 2016 due to the termination of the Tronox agreement and related plant expenses. Sodium chlorate gross profits are anticipated to be modestly lower in 2016 due to a decrease in sales volumes. EBITDA from the chlor-alkali segment is anticipated to be modestly lower in 2016 due to an increase in plant operating expenses, partially offset by an increase in sales volumes and consistent to modestly higher pricing in all products except hydrochloric acid. Hydrochloric acid sales prices and volumes are anticipated to be lower than 2015 due to reduced demand related to the continued decline in oilfield activity expected in 2016.

Construction Products Distribution

  • EBITDA from operations for the first quarter was $9.3 million compared to $4.8 million in the prior year quarter. Results in the first quarter benefitted from a weaker Canadian dollar and continued strength in U.S. end-use markets and improved fundamentals in the Canadian market.
  • Total gross profit was $8.3 million higher than the prior year quarter due to improved sales volumes, higher average selling prices and the impact of a stronger U.S. dollar on U.S. denominated sales. Average sales margins on a total basis were higher than the prior year due to the effective price management initiatives.
  • Gypsum revenues were higher than the prior year quarter due primarily to improved U.S. sales volumes as a result of ongoing improvements 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. Canadian revenues were higher than the prior year quarter due to improvements in the B.C. and Ontario markets.
  • Commercial and industrial insulation (C&I) revenues increased over the prior year quarter due primarily to the impact of a stronger U.S. dollar on the translation of U.S. denominated revenues, partially offset by lower export sales and lower sales in the West related to a decline in oil-related activity. C&I gross margins were modestly higher than the prior year due to the impact of effective price management initiatives.
  • Cash operating and administrative costs for the first quarter were $53.4 million compared to $49.6 million in the prior year quarter. Operating expenses were impacted by higher sales volumes, the stronger U.S. dollar on the translation of U.S. denominated expenses and higher wages.
  • CPD continues to make significant progress on the systems integration project that will replace two legacy ERP systems with a single, standardized solution. The updated system is expected to 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 by the end of 2016 at a total cost of approximately $32.0 million which is split between capital investment of $22.4 million and one-time operating costs of $9.6 million ($2.6 million 2015 and $7.0 million 2016). Total costs incurred to date are $19.5 million consisting of $15.6 million in capital and $3.9 million in operating expense.
  • Superior anticipates that EBITDA from operations in 2016 will be modestly higher than 2015 as continued improvements in the U.S. residential, commercial and industrial markets, benefits resulting from ongoing pricing and procurement initiatives and the system integration project will be modestly offset by the system integration project costs. As previously discussed, in 2016 Superior is expecting to incur $7.0 million in one-time operating costs related to the implementation and roll out of the system integration project compared to $2.6 million in 2015. Superior anticipates that the Canadian residential, commercial and industrial markets will be challenging for the remainder of 2016.

Corporate Related

  • Interest expense for the first quarter was $10.6 million compared to $14.3 million in the prior year quarter. Interest expense was $3.7 million lower than the prior year quarter as a result of lower average effective interest rates and reduced average debt levels.
  • Corporate costs were $3.3 million in the first quarter which was $4.3 million lower than the prior year quarter due primarily to a decrease in long-term incentive plan costs. Long-term incentive plan costs are lower due to the decrease in the share price. Corporate costs exclude one-time costs for the Canexus Acquisition of $8.5 million.
  • Superior's total debt (including convertible debentures) to Compliance EBITDA was 3.4X as at March 31, 2016 consistent with leverage at December 31, 2015. See "Debt Management Update" for additional details.
  • Realized losses on foreign currency hedging contracts were $13.2 million compared to $11.0 million in the prior year quarter. The $2.2 million increase compared to the prior year quarter was due to the strengthening of the U.S. dollar. The average USD:CAD rate was 1.3748 for the first quarter compared to 1.2411 in the prior year quarter.

2016 Financial Outlook

Superior's 2016 financial outlook of AOCF per share of $1.50 to $1.80 is consistent with the financial outlook provided at the end of the fourth quarter of 2015. However, oil and gas pricing volatility could have a negative impact on Superior's ability to achieve the midpoint of its 2016 financial outlook. Superior's 2016 financial outlook excludes the impact of the Canexus Acquisition. Upon successfully closing the Canexus acquisition, Superior will update its 2016 financial outlook, including the forecasted debt and total leverage levels.

In addition to the background provided in the individual business financial outlook sections, key assumptions underlying the 2016 financial outlook include:

  • The 2016 financial outlook includes CPD IT one-time system integration costs of $7.0 million or $0.05 per share;
  • The 2016 financial outlook excludes Canexus transaction and bridge facility costs of $19.0 million. Legal and regulatory costs incurred during the first quarter were higher than expected primarily due to more extensive information requests and discussions with the regulatory agencies;
  • Continued improvements in operational efficiencies and sales and marketing initiatives in Energy Distribution;
  • Continued improvements in end-use markets in the U.S. for CPD and modest improvements in Canada; and
  • Specialty Chemicals results will be consistent with 2015 as operating conditions are anticipated to be similar to 2015.

For additional details on the assumptions underlying the 2016 financial outlook, see Superior's 2016 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, 2016 of 3.1X to 3.5X which would maintain Superior within its targeted leverage range of 3.0X to 3.5X. Superior's anticipated debt repayment for 2016 and total debt to EBITDA leverage ratio as at December 31, 2016, is based on Superior's 2016 financial outlook, which excludes any impact of the Canexus Acquisition. For additional details on the anticipated debt as at December 31, 2016, see the "Debt Management Summary" in Superior's 2016 First Quarter MD&A.

Superior's total debt (including convertible debentures) to Compliance EBITDA was 3.4X as at March 31, 2016, consistent with leverage at December 31, 2015. Superior continues to focus on reducing its total leverage through ongoing debt reduction, including reducing working capital requirements and improving business operations.

MD&A and Financial Statements

Superior's MD&A, the unaudited Consolidated Financial Statements and the Notes to the Consolidated Financial Statements for the three months ended March 31, 2016, are available online at Superior's website at www.superiorplus.com under the Investor Relations section and on www.sedar.com.

2016 First Quarter Conference Call

Superior will be conducting a conference call and webcast for investors, analysts, brokers and media representatives to discuss the 2016 First Quarter Results at 10:30 a.m. EST on Friday, April 29, 2016. To participate in the call, dial: 1-866-223-7781. An archived recording of the call will be available for replay until midnight, May 29, 2016. To access the recording, dial: 1-800-408-3053 and enter pass code 6641081. Internet users can listen to the call live, or as an archived call, on Superior's website at www.superiorplus.com under the Events section.

Non-GAAP Financial Measures

Throughout the first quarter earnings release, Superior has used the following terms that are not defined by GAAP, but are used by management to evaluate the 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, EBITDA from operations, compliance 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 Distribution 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.

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.

EBITDA from operations

EBITDA from operations is defined as EBITDA excluding gains/(losses) on foreign currency hedging contracts. For purposes of this MD&A, foreign currency hedging contract gains and losses are excluded from the results of the operating segments. Comparative figures for the prior periods have been reclassified to reflect this change.

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 14 to the unaudited condensed 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, CRA payments and capital lease repayments 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.

Reconciliation of Net Earnings Before Income Taxes to EBITDA from Operations(1)(2)(3)

For the three months ended March 31, 2016 Energy
Distribution
Specialty
Chemicals
Construction
Products
Distribution
Net earnings (loss) before income taxes 99.2 1.2 5.0
Add: Depreciation and amortization included in selling, distribution and administrative costs 15.0 - 2.1
Depreciation included in cost of sales - 13.8 -
Realized losses on foreign currency hedging contracts - 11.3 1.9
Losses (gains) on disposal of assets (0.2 ) - -
Finance expense 0.8 0.1 0.3
Unrealized losses (gains) on derivative financial instruments (28.0 ) 0.9 -
EBITDA from operations 86.8 27.3 9.3
For the three months ended March 31, 2015 Energy
Distribution
Specialty
Chemicals
Construction
Products
Distribution
Net earnings before income taxes 88.0 11.7 2.0
Add: Depreciation and amortization included in selling, distribution and administrative costs 12.3 - 1.8
Depreciation included in cost of sales - 13.5 -
Realized losses on foreign currency hedging contracts 4.6 5.6 0.8
Losses on disposal of assets 0.3 0.2 -
Finance expense 0.6 0.2 0.2
Unrealized losses (gains) on derivative financial instruments (17.3 ) 4.9 -
EBITDA from operations 88.5 36.1 4.8
(1) See the 2016 First Quarter unaudited condensed consolidated financial statements for net earnings before income taxes, depreciation and amortization included in selling, distribution and administrative costs, depreciation included in cost of sales, depreciation included in cost of sales, customer contract-related costs, finance expense and unrealized (losses) gains on derivative financial instruments.
(2) EBITDA from operations excludes realized losses from foreign currency hedging contracts that hedge U.S. denominated earnings for risk management purposes. Comparative figures have been reclassified to reflect the current period presentation.
(3) EBITDA from operations excludes the results of the Fixed-price energy services business as substantially all assets were divested during Q1 2016. Comparative figures have been reclassified to reflect the current period presentation.
AOCF Reconciled to Net Cash Flow from Operating Activities(1)
Three months ended
March 31
(millions of dollars) 2016 2015
Net cash flow from operating activities 89.7 131.9
Add (Deduct):
Non-cash interest expense 1.5 1.7
Increase (decrease) in non-cash working capital 8.6 (21.7 )
Cash income tax expense (1.2 ) (0.7 )
Finance expense recognized in net earnings (12.0 ) (16.0 )
Adjusted Operating Cash Flow 86.6 95.2
(1) See the 2016 First Quarter unaudited condensed consolidated financial statements for net cash flow from operating activities, non-cash interest expense, cash income tax expense, finance expense recognized in net earnings and changes in non-cash working capital.

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", "estimate", "expect", "plan", "forecast", "future", "outlook, "guidance", "may", "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 AOCF and AOCF per share, expected leverage ratios and debt repayment, expectations in terms of the cost of operations, business strategy and objectives, development plans and programs, business expansion and cost structure and other improvement projects, expected product margins and sales volumes, market conditions in Canada and the U.S., continued improvements in operational efficiencies and sales and marketing initiatives in Energy Distribution, continued improvements in end-use markets in the U.S. for CPD, future economic conditions, future exchange rates, exposure to such rates and incremental earnings associated with such rates, 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 chlor-alkali, effect of operational and technological improvements, anticipated costs and benefits of business enterprise system upgrade plans, CPD IT one-time integration costs, Canexus transaction and bridge facility costs, 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 leverage related to the acquisition of Canexus, 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 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, reduced customer demand, 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 First Quarter 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 www.superiorplus.com.

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