Superior Plus Corp. Announces Third Quarter 2020 Results

Superior confirms 2020 Adjusted EBITDA and Total Debt to Adjusted EBITDA leverage guidance and remains focused on executing its acquisition growth strategy

TORONTO--(BUSINESS WIRE)--Superior Plus Corp. (“Superior”) (TSX:SPB) announced today the financial and operating results for the third quarter ended September 30, 2020. Unless otherwise expressed, all financial figures are expressed in Canadian dollars.

“During the third quarter, we closed the preferred share investment from Brookfield and used the proceeds to reduce our debt and execute two retail propane acquisitions in our current footprint in the U.S. Northeast,” said Luc Desjardins, President and Chief Executive Officer. “Subsequent to quarter end, we made two more retail propane acquisitions in California and the Eastern U.S., further demonstrating our robust pipeline of acquisition opportunities and our ability to execute on acquisitions, even in the current environment.”

“Superior delivered improved third quarter results in our U.S. and Canadian propane distribution businesses driven primarily by lower operating costs,” continued Mr. Desjardins. “Our Specialty Chemicals business results were lower due to continued weakness in the caustic soda and hydrochloric acid markets. We are maintaining our Adjusted EBITDA guidance as our businesses continue to demonstrate resiliency, and we remain focused on creating sustainable earnings growth for the future. Our residential and industrial sales volumes in Canada are relatively consistent with prior year, and we have seen a similar trend in our residential and commercial propane sales volumes in the U.S.”

“I am proud of the way our employees have quickly adapted to the situation and continue to provide our customers with high-quality services and products in a safe manner,” added Mr. Desjardins.

Business and Financial Highlights

• Superior achieved third quarter Adjusted EBITDA of $39.1 million, a $9.1 million or 19% decrease over the prior year quarter primarily due to lower EBITDA from operations in Specialty Chemicals and higher corporate costs, partially offset by higher EBITDA from operations in U.S. propane distribution (“U.S. Propane”) and Canadian propane distribution (“Canadian Propane”), and a realized gain on foreign currency hedging contracts compared to a realized loss in the prior year quarter.
• EBITDA from Operations during the third quarter was $45.9 million, a $7.7 million or a 14% decrease from the prior year quarter primarily due to lower results from Specialty Chemicals, partially offset by higher results from U.S. Propane and Canadian Propane. Please see below for further discussion on the third quarter EBITDA from Operations by business.
• AOCF before transaction and other costs during the third quarter was $12.5 million, a $6.7 million or 35% decrease compared to the prior year quarter primarily due to lower Adjusted EBITDA and higher cash tax expense, partially offset by lower interest expense. AOCF before transaction and other costs per share was $0.06, $0.05 lower than the prior year quarter for the same reasons and an increase in weighted average shares outstanding. Weighted average shares outstanding increased primarily due to the impact of including the preferred shares on an as-converted basis and shares issued through the Dividend Reinvestment and Optional Share Repurchase Plan.
• Superior had net losses of $21.4 million in the third quarter, a $37.9 million increase compared to the prior year quarter primarily due to an unrealized gain on derivative financial instruments and lower selling, distribution and administrative costs (“SD&A”) in the current quarter compared to the prior year quarter, partially offset by lower gross profit.
• Net cash flows from operating activities in the third quarter were $17.2 million, a $22.0 million decrease from the prior year quarter primarily due to reduced cashflow from changes in non-cash operating working capital compared to the prior year quarter and to a lesser extent the impact of lower net earnings net of non-cash adjustments. Changes in non-cash operating working capital are impacted by timing of sales, customer receipts and purchases of goods and services.
• U.S. Propane EBITDA from operations for the third quarter was ($4.0) million, an increase of $3.0 million or 43% compared to the prior year quarter primarily due to lower operating expenses, the incremental contribution from the tuck-in acquisitions completed in the past 12 months and higher average unit margins, partially offset by lower sales volumes. Total sales volumes decreased 3 million litres or 2% primarily due to the impact of COVID-19 and lower commercial distillate sales volumes, partially offset by incremental volumes from acquisitions. Average sales margin for the third quarter was 36.4 cents per litre compared to 34.7 cents per litre in the prior year quarter primarily due to sales and marketing initiatives, customer mix and the impact of the weaker Canadian dollar on the translation of U.S. denominated gross profit. Operating expenses were $64.5 million, a decrease of $2.2 million or 3% compared to the prior year quarter due to cost reductions, workforce optimization initiatives and realized synergies from acquisitions, partially offset by the impact of the weaker Canadian dollar on the translation of U.S. denominated expenses.
• Canadian Propane achieved EBITDA from operations for the third quarter of $21.6 million, an increase of $0.7 million or 3% compared to the prior year quarter primarily due to lower operating expenses, partially offset by lower average margins and lower sales volumes. Operating costs were $39.1 million, a decrease of $15.9 million or 29% primarily due to lower employee-related expenses, including the impact of the Canadian Emergency Wage Subsidy (“CEWS”), and cost-saving initiatives. In the third quarter, Canadian Propane recorded a $13.7 million benefit related to the CEWS. Average propane sales margins in the third quarter were 16.9 cents per litre compared to 18.4 cents per litre in the prior year quarter due to weaker wholesale market fundamentals compared to the prior year quarter. Total sales volumes were 341 million litres, a decrease 52 million litres or 13%, primarily due to reduced oilfield drilling activity in Western Canada and the impact of COVID-19.
• Specialty Chemicals EBITDA from operations for the third quarter was $28.3 million, a decrease of $11.4 million or 29% compared to the prior year quarter primarily due to lower gross profit, partially offset by lower operating expenses. Gross profit decreased $14.1 million due to lower chlor-alkali sales prices and volumes and lower sodium chlorate sales volumes, partially offset by higher sodium chlorate sales prices and modestly lower electricity mill rates. Chlor-alkali sales prices and volumes were lower primarily due to weaker hydrochloric and caustic soda market fundamentals. Sodium chlorate sale volumes were lower primarily due to weaker printing paper demand and the impact of customer mill outages. Operating expenses were $27.9 million, a $3.2 million decrease primarily due to lower employee-related expenses, including the impact of the CEWS. In the third quarter, Specialty Chemicals recorded a $3.6 million benefit related to the CEWS, which positively impacted cost of goods sold and operating expenses.
• Superior’s corporate operating and administrative costs for the third quarter were $7.1 million, an increase of $3.2 million primarily due to the higher long-term incentive plan costs related to the appreciation in Superior’s share price. In the third quarter, Superior recorded a $0.3 million benefit related to the CEWS, which impacted the corporate operating expenses.

Financial Overview
	Three Months Ended				Nine Months Ended
	September 30				September 30
(millions of dollars, except per share amounts)		2020		2019		2020		2019
Revenue		399.4		450.1		1,690.4		2,031.9
Gross Profit		166.3		195.0		785.3		847.0
Net earnings (loss)		(21.4)		(59.3)		(2.5)		68.0
Net earnings (loss) for the period attributable to common shareholders		(26.8)		(59.3)		(7.9)		68.0
Net earnings for the period attributable to non-controlling interest		5.4		–		5.4		–
Net earnings (loss) per share ^(1)	$	(0.15)	$	(0.34)	$	(0.05)	$	0.39
EBITDA from operations ^(2)		45.9		53.6		346.7		374.3
Adjusted EBITDA ^(2)		39.1		48.2		326.1		347.8
Net cash flows from operating activities		17.2		39.2		289.6		314.9
Net cash flows from operating activities per share ^(1)	$	0.09	$	0.22	$	1.57	$	1.80
AOCF before transaction and other costs ^(2)(3)		12.5		19.2		241.2		261.2
AOCF before transaction and other costs per share ^(1)(2)(3)	$	0.06	$	0.11	$	1.31	$	1.49
AOCF ^(2)		6.3		13.1		224.6		236.9
AOCF per share ^(1)(2)	$	0.03	$	0.07	$	1.22	$	1.35
Cash dividends declared		31.8		31.4		94.8		94.4
Cash dividends declared per share	$	0.18	$	0.18	$	0.54	$	0.54

(1)	The weighted average number of shares outstanding for the three and nine months ended September 30, 2020 was 201.8 million and 184.2 million, respectively (three and nine months ended September 30, 2019 was 174.9 million). The weighted average number of shares assumes the conversion of the preferred shares into common shares. There were no other dilutive instruments with respect to AOCF per share and AOCF before transaction and other costs per share for the three and nine months ended September 30, 2020 and 2019.
(2)	EBITDA from operations, Adjusted EBITDA and AOCF are non-GAAP measures. Refer to “Non-GAAP Financial Measures” for further details and the Third Quarter Management Discussion & Analysis (“MD&A”) for reconciliations.
(3)	Transaction and other costs for the three months ended September 30, 2020 and 2019 are related to acquisition activity and the integration of acquisitions. See “Transaction and Other Costs” for further details.

Segmented Information
			Three Months Ended			Nine Months Ended
			September 30			September 30
	(millions of dollars)			2020	2019		2020	2019
	EBITDA from operations^(1)
		Canadian Propane Distribution		21.6	20.9		129.4	125.2
		U.S. Propane Distribution		(4.0)	(7.0)		126.5	131.2
		Specialty Chemicals		28.3	39.7		90.8	117.9
				45.9	53.6		346.7	374.3

(1)	See “Non-GAAP Financial Measures”.

Brookfield Investment

On July 13, 2020, Superior issued 260,000 perpetual exchangeable preferred shares (the “Preferred Shares”) in its wholly owned subsidiary Superior Plus US Holdings Inc. for gross proceeds of US$260 million (the “Brookfield Investment”) to an affiliate of Brookfield Asset Management Inc. (“Brookfield”), on a private placement basis. The Preferred Shares entitle the holders to a monthly dividend at a current rate of 7.25% per annum through to the end of Superior’s second fiscal quarter in 2027, and may be exchanged, at Brookfield’s option, into common shares of Superior at an exchange price of US $8.67 per common share (or approximately CDN $11.63 ⁽¹⁾ per common share). On an as-exchanged basis, the Brookfield Investment currently represents approximately 15% of the pro forma fully diluted outstanding common shares.

Superior used the proceeds of the Brookfield Investment to reduce the credit facility debt.

Business Development and Acquisition Update

On August 3, 2020, Superior acquired the assets of a retail propane distribution company, operating under the tradename, Champagne’s Energy (“Champagne”), for total consideration of approximately US$27.4 million (CDN $36.7 million). The purchase price was paid primarily with cash from Superior’s credit facility. Champagne is a retail distributor delivering approximately 41.0 million litres of propane and distillates annually to residential and commercial customers in Maine.

On September 1, 2020, Superior acquired the assets of a retail propane and heating oil distribution company, operating under the tradename, Rymes Propane and Oil (“Rymes”), for total consideration of approximately US$151.6 million (CDN $198.0 million). The purchase price was paid primarily with cash from Superior’s credit facility. Rymes is a retail distributor delivering approximately 204.0 million litres of propane and distillates annually to residential and commercial customers in New Hampshire, Maine, Massachusetts and Vermont.

On October 15, 2020, Superior acquired all of the equity interests of a Southern California propane distribution company, operating under the tradename, Central Coast Propane (“Central Coast”), for total consideration of approximately US$12.9 million (CDN $16.8 million). The purchase price was paid primarily with cash from Superior’s credit facility. Central Coast is a retail distributor delivering approximately 5.0 million litres of propane to approximately 2,800 residential and commercial customers in Southern California.

On October 27, 2020, Superior acquired the assets of a retail propane distribution company, operating under the tradename, Petro Home Services (“Petro”), for total consideration of approximately US$6.1 million (CDN $8.1 million). The purchase price was paid primarily with cash from Superior’s credit facility. Petro is a retail distributor delivering approximately 11.0 million litres of propane annually to 11,000 customers in North Carolina, South Carolina, Georgia and Tennessee.

Adjusted EBITDA Guidance and Leverage Update

Superior’s outlook for 2020 remains unchanged, with expected Adjusted EBITDA in the previously disclosed guidance range of $475 million to $515 million. Average weather, as measured by degree days for the remainder of 2020 is anticipated to be consistent with the five-year average for Canada and the U.S.

Superior remains focused on managing both its debt and its leverage ratio. Superior’s Total Debt to Adjusted EBITDA leverage ratio for the trailing twelve months was 3.4x as at September 30, 2020, compared to 3.7x at June 30, 2020 and December 31, 2019. The decrease in the leverage ratio from June 30, 2020 and December 31, 2019 was primarily due to lower debt, partially offset by higher Pro Forma Adjusted EBITDA related to acquisitions made during the trailing-twelve months.

Superior’s Total Debt as at September 30, 2020, was $1,849.0 million, a decrease of $32.7 million from June 30, 2020 and $107.1 million from December 31, 2019. The decrease from June 30, 2020 was primarily due to the proceeds from the Brookfield Investment, which were used to reduce the credit facility, partially offset by the acquisition of Rymes and Champagne, which were funded primarily using the credit facility.

Superior is well within its covenants under its credit facility agreement and unsecured note indentures. Superior’s Senior debt to Credit Facility EBITDA ratio was 3.4x as at September 30, 2020, and cannot exceed 5.0x. Superior also had available liquidity of $381.0 million available under the credit facility as at September 30, 2020.

Superior expects Total Debt to Adjusted EBITDA at December 31, 2020 to be in the range of 3.0x to 3.5x, consistent with the previously disclosed guidance range and consistent with Superior’s long-term range.

MD&A and Financial Statements

Superior’s MD&A, the unaudited Condensed Interim Consolidated Financial Statements and the Notes to the Condensed Interim Consolidated Financial Statements for the three and nine months ended September 30, 2020 provide a detailed explanation of Superior’s operating results. These documents are available online at Superior’s website at www.superiorplus.com under the Investor Relations section and on SEDAR under Superior’s profile at www.sedar.com.

2020 Third Quarter Conference Call

Superior will be conducting a conference call and webcast for investors, analysts, brokers and media representatives to discuss the Third Quarter Results at 10:30 a.m. EST on Thursday, November 12, 2020. To participate in the call, dial: 1-844-389-8661. 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 third quarter earnings release, Superior has used the following terms that are not defined by International Financial Reporting Standards (“Non-GAAP Financial Measures”), but are used by management to evaluate the performance of Superior and its business: AOCF before and after transaction and other costs, earnings before interest, taxes, depreciation and amortization (“EBITDA”) from operations, Adjusted EBITDA, operating expenses, Total Debt to Adjusted EBITDA leverage ratio and Pro Forma Adjusted EBITDA. These measures may also be used by investors, financial institutions and credit rating agencies to assess Superior’s performance and ability to service debt. Non-GAAP financial measures do not have standardized meanings 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 most comparable 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 items may only be relevant in certain periods. See “Non-GAAP Financial Measures” in the MD&A for a discussion of Non-GAAP financial measures and certain reconciliations to GAAP financial measures.

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 AOCF, EBITDA from operations, Adjusted EBITDA and Credit Facility EBITDA 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 and Adjusted Operating Cash Flow per Share

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 infrequent in nature and could distort the analysis of trends in business performance. Excluding these items does not imply they are non-recurring. AOCF and AOCF per share are presented before and after transaction and other costs.

AOCF per share before transaction and other costs is calculated by dividing AOCF before transaction and other costs by the weighted average number of shares outstanding. AOCF per share is calculated by dividing AOCF by the weighted average number of shares outstanding.

AOCF is a performance measure used by management and investors to evaluate Superior’s ongoing performance of its businesses and ability to generate cash flow. 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. AOCF is reconciled to cash flow from operating activities. Please refer to the Financial Overview section of the MD&A for the reconciliation.

Adjusted EBITDA

Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, losses (gains) on disposal of assets, finance expense, restructuring costs, transaction and other costs, and unrealized gains (losses) on derivative financial instruments. Adjusted EBITDA is used by Superior and investors to assess its consolidated results and ability to service debt. Adjusted EBITDA is reconciled to net earnings before income taxes.

Adjusted EBITDA is a significant performance measure used by management and investors to evaluate Superior’s ongoing performance of its businesses. Adjusted EBITDA is also used as one component in determining short-term incentive compensation for certain management employees.

The seasonality of Superior’s individual quarterly results must be assessed in the context of annualized Adjusted EBITDA.

EBITDA from operations

EBITDA from operations is defined as Adjusted EBITDA excluding costs that are not considered representative of Superior’s underlying core operating performance, including gains and losses on foreign currency hedging contracts, corporate costs and transaction and other costs. Management uses EBITDA from operations to set targets for Superior (including annual guidance and variable compensation targets). EBITDA from operations is reconciled to net earnings before income taxes. Please refer to the Results of Operating Segments in the MD&A for the reconciliations.

Operating Expenses

Operating expenses include wages and benefits for employees, drivers, service and administrative labour, fleet maintenance and operating costs, freight and distribution expenses excluded from cost of sales, along with the costs associated with owning and maintaining land, buildings and equipment, such as rent, repairs and maintenance, environmental, utilities, insurance and property tax costs. Operating expenses exclude gains or losses on disposal of assets, depreciation and amortization and non-recurring expenses, such as transaction, restructuring and integration costs.

Operating expenses are defined as SD&A expenses adjusted for amortization and depreciation, gains or losses on disposal of assets and transaction, restructuring and other costs.

Total Debt to Adjusted EBITDA Leverage Ratio and Pro Forma Adjusted EBITDA

Adjusted EBITDA for the Total Debt to Adjusted EBITDA Leverage Ratio is defined as Adjusted EBITDA calculated on a 12-month trailing basis giving pro forma effect to acquisitions and dispositions adjusted to the first day of the calculation period (“Pro Forma Adjusted EBITDA”). Pro Forma Adjusted EBITDA is used by Superior to calculate its Total Debt to Adjusted EBITDA Leverage Ratio.

To calculate the Total Debt to Adjusted EBITDA Leverage Ratio divide the sum of borrowings before deferred financing fees and lease liabilities by Pro Forma Adjusted EBITDA. Total Debt to Adjusted EBITDA Leverage Ratio is used by Superior and investors to assess its ability to service debt.

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 Adjusted EBITDA, the duration and anticipated impact of the COVID-19 pandemic and the expected economic recession, estimates of the impact COVID-19 may have on our operations, the markets for our products and our financial results, expected Total Debt to Adjusted EBITDA ratio, anticipated impact from the weaker Canadian dollar, business strategy and objectives, development plans and programs, organic growth, weather, economic activity in Western Canada, product pricing and sourcing, caustic soda and hydrochloric acid markets, caustic potash customer mix, volumes and pricing, wholesale propane market fundamentals, electricity costs, exchange rates, improvements and the timing associated in North American chlor-alkali markets, expected seasonality of demand, and future economic conditions.

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, utilization of tax basis, regulatory developments, currency, exchange and interest rates, future commodity prices relating to the oil and gas industry, future oil rig activity levels, trading data, cost estimates, our ability to obtain financing on acceptable terms, expected life of facilities and statements regarding net working capital and capital expenditure requirements of Superior or Superior LP, the assumptions set forth under the “Financial Outlook” sections of our MD&A. The forward looking information is also 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, the anticipated impact of the COVID-19 pandemic and the expected economic recession, 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 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.

(1)	The CDN $11.63 conversion price is based on the USDCAD rate at the time of the Brookfield Investment.

For more information about Superior, visit our website at www.superiorplus.com.