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Superior Plus Announces Third Quarter Results, a US Refined Fuels Asset Acquisition of $76 Million and Completion of the Port Edwards Membrane Expansion
Wednesday, November 04, 2009 2:51 PM


(Source: Canada Newswire)trackingTSX: SPB

CALGARY, Nov. 4 /CNW/ -

STRATEGIC GROWTH INITIATIVES

----------------------------

- On November 4, 2009, Superior announced that it entered into an asset

purchase agreement to acquire certain assets of Griffith Energy

Services, Inc. ("GES") that comprise a retail heating oil, propane

and motor fuels distribution business for an aggregate purchase price

of approximately US$76 million. For details on the acquisition,

please refer to press release entitled "Superior Plus Announces

Expansion of its US Refined Fuels Business with a US$76 Million

Acquisition" dated November 4, 2009.

- Construction was substantially completed on the Port Edwards membrane

expansion project in the third quarter of 2009. The plant was

commissioned during October with first production expected in early

November 2009. The project is expected to have annualized incremental

EBITDA of US$20 - $30 million at full capacity.

- On September 24, 2009, Superior completed its acquisition of the

shares of Specialty Products & Insulation Co. ("SPI") for

consideration of CDN$141.8 million.

- On September 30, 2009, Superior acquired the retail heating oil and

propane distribution business from Sunoco, Inc. ("SRH") for an

aggregate purchase price of CDN$96.1 million.

- Superior completed the issuance of 6,773,135 common shares for gross

proceeds of approximately $77.7 million and convertible debentures

for gross proceeds of approximately $69.0 million during the third

quarter of 2009.

- On October 27, 2009, Superior completed the issuance of 8.25% senior

unsecured debentures for gross proceeds of $150 million.

- Long-term funding is now in place for all of Superior's completed

growth initiatives.

OPERATIONAL HIGHLIGHTS

----------------------

- Superior's revised forecast for adjusted operating cash flow per

share is $1.90 - $2.05 in 2009 compared to $2.18 per share in 2008, a

decrease of approximately 10% based upon the mid-point of the 2009

financial outlook range.

- Positive leading indicators in each of the businesses provide

evidence that the economy has bottomed over the past two quarters as

a number of Superior's customers are beginning to increase

inventories, restart deferred projects, and commence work on new

projects as the global economy recovers from the downturn.

- The third quarter results reflected seasonality and the impact from a

global recession. Production at Port Edwards was curtailed due to

construction related downtime which extended into the fourth quarter

of 2009. A cash tax recovery related to the timing of the Port

Edwards project start-up which had previously been expected in the

third quarter is now expected to be recognized in the fourth quarter

of 2009. Inventory management activities in the Fuel Distribution

segment had the effect of deferring expected profit recognition from

the third quarter to the fourth quarter of 2009.

- Adjusted operating cash flow per share for the third quarter and

year-to-date 2009 of $0.22 and $1.13, a decrease of $0.16 and $0.31,

respectively, compared to prior year periods.

- Gross profit and EBITDA from operations were lower in the third

quarter and year-to-date 2009 compared to prior periods due to the

same factors outlined above.

- The impact of our strategic growth initiatives are expected to

improve operating results in the fourth quarter of 2009 and more

fully in 2010.

- Four quarter trailing proforma EBITDA was $265.5 million resulting in

a Senior Debt to EBITDA ratio of 2.4x and a Total Debt to EBITDA

ratio of 3.6x as at September 30, 2009. The proforma EBITDA includes

the SPI and SRH acquisitions completed during the third quarter of

2009.

FINANCIAL SUMMARY

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Three months ended Nine months ended

(millions of dollars except September 30, September 30,

per share amounts) 2009 2008 2009 2008

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Revenue 441.3 580.2 1,499.2 1,828.8

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Gross profit 126.8 152.8 450.1 476.0

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EBITDA from operations(1) 32.3 49.6 143.3 173.0

Interest (10.1) (9.8) (28.1) (28.0)

Cash taxes 0.9 (4.3) (5.3) (10.2)

Corporate costs (3.8) (2.0) (10.4) (7.5)

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Adjusted operating cash flow(1) 19.3 33.5 99.5 127.3

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Adjusted operating cash flow

per share, basic(1)(2) and

diluted(1)(3) $0.22 $0.38 $1.13 $1.44

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Dividends/Distributions

paid per share/unit $0.405 $0.405 $1.215 $1.205

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(1) EBITDA from operations and adjusted operating cash flow are key

performance measures used by management to evaluate the performance

of Superior. These measures are defined under Non-GAAP Financial

Measures in Management's Discussion and Analysis of the 2009 Third

Quarter Results.

(2) The weighted average number of shares outstanding for the three

months ended September 30, 2009 is 88.7 million (2008 - 88.4 million)

and for the nine months ended September 30, 2009, is 88.4 million

(2008 - 88.3 million).

(3) For the three and nine months ended September 30, 2009 and 2008,

there were no dilutive instruments.

FINANCIAL OUTLOOK

"The length of the global recession has made forecasting the recovery of the businesses difficult. Superior has responded swiftly to capitalize on acquisition opportunities given its strong balance sheet and operational expertise at a low point in the economic cycle. We continue to improve Superior's cost structure and integrate the acquisitions of SPI and SRH into our construction products and fuel distribution businesses. Given the recent improvement in a number of leading indicators in each of the businesses, we believe the third quarter of 2009 is the bottom of one of the most severe economic downturns in the past century. We remain committed to stability of dividends and creating value growth for our shareholders," said Chairman and Chief Executive Officer Grant Billing.

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(millions of dollars, except per 2009(1) 2009(2)(4)(5)(6)

share amounts) Prior Current

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EBITDA from operations

Fuel Distribution 95-105 95-105

Specialty Chemicals 95-105 95-105

Construction Products Distribution 20-25 20-25

Fixed-Price Energy Services 9-12 9-12

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Adjusted operating cash flow per share $1.95-$2.10 $1.90-$2.05

Dividends paid per share $1.62 $1.62

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Senior Debt/EBITDA Ratio(3) 1.9 2.0

Total Debt/EBITDA Ratio(3) 3.0 3.2

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(1) As provided in Superior's 2009 Second Quarter Financial Results.

(2) The assumptions, definitions, and risk factors relating to the

Financial Outlook are discussed in Management's Discussion and

Analysis of the 2009 Third Quarter Results.

(3) Superior's debt ratios take into account the impact of the off-

balance sheet receivable sales program amounts, the efficiency and

growth projects and excludes Port Edwards project debt of

$150 million (US$130 million) as well as project EBITDA contribution.

Including the Port Edwards project debt with no corresponding EBITDA

would result in a year-end Senior Debt to EBITDA ratio of 2.6x and

Total Debt to EBITDA ratio of 3.8x.

(4) The current 2009 financial outlook includes the acquisitions of SPI

and SRH which closed on September 24, 2009 and September 30, 2009,

respectively.

(5) The current 2009 financial outlook includes the convertible

debenture, common share, and senior unsecured debenture financings as

discussed in Management's Discussion and Analysis of the 2009 Third

Quarter Results.

(6) The current 2009 financial outlook does not include any benefit or

cost related to the announced GES acquisition on November 4, 2009.

Superior has revised its annual expectations for adjusted operating cash flow by $0.05 to $1.90 - $2.05 per share in 2009 based upon year-to-date results and its current outlook for the remainder of 2009. The forecast decrease in adjusted operating cashflow was due to higher financing costs partially offset by incremental cash flow from the acquisitions of SPI and SRH. Superior's financial outlook for 2010 adjusted operating cash flow remains at $2.05 - $2.25 and includes the SPI and SRH acquisitions along with the related financings and excludes any benefit or cost relating to the announced GES acquisition.

The Port Edwards membrane expansion project was commissioned in October 2009. Initial start-up has commenced and production is expected in early November 2009. The Port Edwards production facility was shut down for a period of approximately 10 weeks, which included an additional four weeks of downtime not previously forecast in the second quarter of 2009. The reduced revenue and production volumes have been included in the current 2009 financial outlook.

SEGMENTED INFORMATION

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Three months ended Nine months ended

September 30, September 30,

(millions of dollars) 2009(1) 2008(1) 2009(1) 2008(1)

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EBITDA from operations:

Fuel Distribution 0.3 6.7 49.9 57.5

Specialty Chemicals 22.1 31.9 74.4 83.6

Construction Products

Distribution 7.1 8.1 11.9 23.9

Fixed-Price Energy Services 2.8 2.9 7.1 8.0

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32.3 49.6 143.3 173.0

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(1) EBITDA from operations is a key performance measure used by

management to evaluate the performance of Superior. This measure is

defined under Non-GAAP Financial Measures in Management's Discussion

and Analysis of the 2009 Third Quarter Results.

Fuel Distribution

- EBITDA from operations were $0.3 million and $49.9 million for the

third quarter and year-to-date 2009, a decrease of $6.4 million and

$7.6 million, respectively, compared to prior year periods, primarily

as a result of an 8% decline in sales volumes due to the continued

impact of the economic recession in Canada.

- Total gross profits per litre for the third quarter and year- to-date

2009 were 22.1 cents and 22.7 cents, a decrease of 0.6 cents and an

increase of 1.5 cents, respectively, compared to the prior year

periods.

- Retail propane and delivery gross profits of $44.7 million and

$171.1 million decreased by 8% and 5% in the third quarter and year-

to-date 2009, respectively, compared to the prior year periods.

Superior's sales and marketing program has produced positive results

throughout 2009 with annualized new customer volumes of approximately

119 million litres partially offsetting the impact on sales volumes

due to the economic recession in Canada.

- Wholesale and related gross profits were $0.3 million and

$18.5 million in the third quarter and year-to-date 2009, a decrease

of $2.2 million and an increase of $4.4 million, respectively,

compared to the prior year periods. Inventory management activities

had the effect of deferring expected profit recognition from the

third quarter to the fourth quarter of 2009.

- Superior consolidated logistics functions from six Regional Operation

Centres into two National Operations Centres during the third quarter

of 2009. Installation of handheld computers on the service fleet

commenced in the third quarter and is expected to be completed in the

fourth quarter of 2009.

- EBITDA from operations is expected to be $95 - $105 million for 2009,

including the acquisition of SRH. The previous outlook provided in

the 2009 Second Quarter Results did not include any benefit of the

SRH acquisition completed on September 30, 2009. The benefits of

sales and marketing initiatives, projected efficiency improvements in

the cost structure, and the benefits due to the SRH acquisition

mitigated the impact of the economic recession in North America.

Specialty Chemicals

- EBITDA from operations were $22.1 million and $74.4 million in the

third quarter and year-to-date 2009, a decrease of $9.8 million and

$9.2 million, respectively, compared to the prior year periods.

- Gross profits in the third quarter and year-to-date 2009 decreased by

$11.9 million and $5.1 million to $50.0 million and $163.7 million,

respectively, compared to the prior year periods.

- Chemical sales volumes of 163,000 (MTs) for the third quarter were

25,000 (MTs) lower than the prior year quarter primarily due to the

Port Edwards membrane project conversion downtime. The Valdosta,

Georgia sodium chlorate facility was restarted in the third quarter

as planned due to a forecasted increase in sodium chlorate demand.

- The Port Edwards, Wisconsin chloralkali facility membrane expansion

project remains on budget with construction substantially completed

at the end of the third quarter. Project commissioning and testing

was completed during October with first phase of start-up initiated

late October. The temporary closure of the facility was approximately

10 weeks which resulted in reduced revenue and production volumes and

have been reflected in the current financial outlook. The additional

plant capacity is expected to provide an annual incremental US$20 -

$30 million of positive EBITDA contribution at full capacity.

- EBITDA from operations is expected to be $95 - $105 million for 2009,

which is consistent with the previous outlook provided in the 2009

Second Quarter Results.

Construction Products Distribution

- EBITDA from operations were $7.1 million and $11.9 million in the

third quarter and year-to-date 2009, a decrease of $1.0 million and

$12.0 million, respectively, compared to the prior year periods.

- Gross profits in the third quarter and year-to-date 2009 were

$26.9 million and $75.6 million, a decrease of $8.3 million and

$24.3 million, respectively, compared to the prior year periods

primarily due to a 21%, 29%, and 31% decline in drywall sales volumes

in the first, second, and third quarter, respectively. Sales volumes

declined due to a rapid deterioration of the residential and

commercial construction activity as a result of the impact of a

recession in North America.

- Sales margins were modestly higher in most operating areas in the

third quarter and year-to-date 2009, compared to the prior year

periods due to a continued focus on margin management initiatives and

the impact of purchasing programs.

- Aggressive cost reduction initiatives throughout the first half of

the year significantly contributed to lower cash operating and

administrative costs of $19.8 million, a decrease of 27% compared to

the prior year period.

- Several leading indicators such as permits and housing starts have

provided positive signs of both the United States and Canadian

construction markets bottoming with some improvement expected in

2010.

- EBITDA from operations is expected to be $20 - $25 million for 2009,

including the acquisition of SPI. The previous outlook provided in

the 2009 Second Quarter Results did not include any benefit from the

SPI acquisition completed on September 24, 2009. The benefits of

aggressive cost reduction programs and the positive impact of the SPI

acquisition mitigated the full impact of the recession in North

America.

Fixed-Price Energy Services

- EBITDA from operations were $2.8 million and $7.1 million in the

third quarter and year-to-date 2009, a decrease of $0.1 million and

$0.9 million, respectively, compared to the prior year periods.

- Gross profits were $7.9 million and $23.2 million in the third

quarter and year-to-date 2009, a decrease of $0.7 million and

$0.8 million, respectively, compared to the prior year periods.

- SEM continued to focus its sales channels towards acquiring and

retaining Ontario commercial natural gas and electricity customers,

Quebec commercial natural gas customers and British Columbia natural

gas residential and commercial customers.

- Currently, SEM's portfolio of customers is approximately 70%

commercial and 30% residential by volume.

- EBITDA from operations is expected to be $9 - $12 million for 2009,

consistent with the previous outlook provided in the 2009 Second

Quarter Results.

CAPITAL EXPENDITURE SUMMARY

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Three months ended Nine months ended

September 30 September 30

(millions of dollars) 2009 2008 2009 2008

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Efficiency, process improvement

and growth related 5.0 4.5 17.9 15.4

Other capital 2.6 0.5 5.9 4.9

Port Edwards expansion project 31.1 9.1 87.3 17.6

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Earn-out payment on prior

acquisition - - 0.6 -

Acquisition of SPI 141.8 - 141.8 -

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Acquisition of SRH 96.1 - 96.1 -

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Other acquisitions 0.7 (0.1) 0.7 24.5

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Proceeds on disposition

of capital (1.0) (5.1) (3.9) (6.6)

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Total net capital expenditures 276.3 8.9 346.4 55.8

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In the third quarter of 2009, Superior continued to improve its cost structure by investing $5.0 million of capital in efficiency projects primarily in the fuel distribution and specialty chemicals divisions. The Port Edwards conversion project made good progress in the third quarter of 2009 with capital spending of $31.1 million (US$28.3 million). The project was commissioned in October 2009 and remains on budget. As at September 30, 2009, Superior has incurred US$119.9 million of the estimated US$130 million costs to complete the Port Edwards project.




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