CST: 03/12/2016 03:36:19   

Superior Plus Corp. Announces 2015 Annual and Fourth Quarter Results

288 Days ago

TORONTO, ONTARIO--(Marketwired - Feb 18, 2016) - Superior Plus Corp. (TSX:SPB)

Highlights

  • For the quarter ended December 31, 2015, Superior generated adjusted operating cash flow before restructuring and other costs ("AOCF") per share of $0.54, consistent with management expectations and $0.14 per share or 21% lower than the prior year quarter of $0.68 per share as strong operational performance within the Energy Services business was offset by warmer than normal weather in the quarter and an increase in weighted average shares outstanding. AOCF per share for the current quarter excludes $5.4 million in transaction costs related to the proposed acquisition of Canexus Corporation (the "Canexus Acquisition") and $4.6 million in costs to relocate the corporate office to Toronto.
  • For the year ended December 31, 2015, Superior generated AOCF per share before restructuring and other costs of $1.68 compared to $1.89 per share in the prior year. AOCF per share for the current year excludes $5.4 million in transaction costs related to the Canexus Acquisition and $4.6 million in costs to relocate the corporate office to Toronto. Results for 2015, excluding transaction and relocation costs, were in line with Superior's 2015 financial outlook of $1.65 to $1.85 per share.
  • Superior's 2016 financial outlook of AOCF per share has been confirmed at $1.50 to $1.80. However, based on the current mild winter weather and continued weakness in oil prices early results are tracking to the lower end of the range. 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 compliance EBITDA (before restructuring and other costs) at December 31, 2015 was 3.2X. 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 third 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" for additional details.
  • On October 6, 2015, Superior announced it had entered into an arrangement agreement with Canexus to acquire all the issued and outstanding common shares of Canexus by way of a court approved plan of arrangement. Under terms of the arrangement, Canexus shareholders will receive 0.153 of a Superior common share for each Canexus common share. On December 11, 2015, 99.19% of Canexus shareholders voted in favour of the Canexus Acquisition. The transaction is subject to receipt of regulatory approval and the satisfaction of certain other commercial conditions. Superior anticipates that the transaction will close in the first half of 2016. Upon closing, Superior anticipates total debt to EBITDA will be approximately 4.1X. Superior anticipates total debt to EBITDA will return to the targeted ratio of 3.0X to 3.5X within 18 to 24 months after the closing of the Canexus Acquisition.
  • Energy Services results for the fourth quarter were lower than the prior year quarter due to a decrease in gross profits in the Canadian propane and U.S. refined fuels business and an increase in operating expenses, offset in part, by an increase in gross profits within the supply portfolio management business. Retail propane and heating oil gross profits were lower due to the impact of warmer weather experienced across Canada and the Northeast U.S. Operating expenses were higher due to the translation of U.S. denominated expenses, partially offset by a decrease in Canadian propane distribution operating expenses related to benefits from the business improvement and cost reduction initiatives, and a decline in volumes related to weather. Supply portfolio management gross profits were higher due to the impact of procurement initiatives and benefits from supply contracts entered into during 2015.
  • Specialty Chemicals results for the fourth quarter were modestly lower than the prior year and consistent with management's expectations. Sodium chlorate gross profits were modestly higher than the prior year due to the impact of the stronger U.S. dollar on U.S. denominated sales, partially offset by the decrease in sales volumes. Chlor-alkali gross profits were lower than the prior year due to a decrease in hydrochloric acid pricing and sales mix related to the decline in oil field activity, partially offset by insurance proceeds from a business interruption claim, an increase in sales volumes and the impact of the stronger U.S. dollar. Operating expenses of $41.8 million were $1.4 million higher than the prior year quarter due to the impact of a stronger U.S. dollar on U.S. denominated expenses and general inflationary increases.
  • The Construction Products Distribution ("CPD") business results were higher than the prior year quarter due to ongoing volume and margin improvements in U.S. markets reflecting increased construction activity in the U.S. and the impact of a stronger U.S. dollar. Canadian results were higher than the prior year due to a decrease in operating expenses.
  • On October 28, 2015, Superior closed a public offering of 13,888,895 common shares at a price of $10.35 per common share (the "offering"). The net proceeds, including the full exercise of the over-allotment option granted to the underwriters, after issue costs and commissions, were approximately $137.4 million. Proceeds were used to reduce indebtedness under the Corporation's credit facility and for general corporate purposes. The indebtedness was incurred in the normal course of business to fund capital expenditures and working capital requirements.
  • On December 14, 2015, Superior redeemed the remaining $69.3 million outstanding principal amount of its 7.50% Debentures.
  • On December 22, 2015, Superior extended its $570 million revolving credit facility to December 22, 2019 with no changes to its financial covenants. In addition to the extension of the credit facility, Superior has agreed with its lenders that the syndicated credit facility will automatically increase to $775 million, with the same financial covenant package, upon completion of the Canexus Acquisition. In connection with the extension and amendment of the revolving credit facility, Superior has permanently reduced the total bridge facility provided by a syndicate of lenders with National Bank of Canada and J.P. Morgan Securities LLC as Co-Lead Arrangers from $650 million to $445 million.
  • Superior reinstated the Dividend Reinvestment Program and Optional Share Purchase Program ("DRIP"), commencing with the payment of the December 2015 dividend paid on January 15, 2016. Proceeds from the DRIP will be used for debt reduction and general corporate purposes. The DRIP provides Superior's shareholders with the opportunity to reinvest their cash dividends in Superior at a 4% discount to the market price of Superior's common shares. Participation in Superior's DRIP program in December was approximately 29%.
Fourth Quarter Financial Summary
Three months ended
December 31
Twelve months ended
December 31
(millions of dollars except per share amounts) 2015 2014 2015 2014
Revenue 813.9 956.8 3,314.6 3,975.9
Gross profit 241.1 247.5 914.0 922.1
EBITDA from operations(1)(2) 102.1 105.2 335.2 325.9
Interest expense (10.1 ) (10.8 ) (47.1 ) (48.0 )
Cash income tax (expense) recovery (0.1 ) (0.4 ) (2.1 ) (1.7 )
Corporate costs (2.5 ) (2.2 ) (16.5 ) (20.0 )
Realized gains (losses) on foreign currency hedging contracts(2) (16.3 ) (6.0 ) (52.3 ) (17.5 )
Adjusted operating cash flow before restructuring and other costs(1) 73.1 85.8 217.2 238.7
Restructuring and other costs(3) (10.0 ) (0.2 ) (10.0 ) (11.3 )
Adjusted operating cash flow(1) 63.1 85.6 207.2 227.4
Adjusted operating cash flow per share before restructuring and other costs, basic (1)(3)(4) $0.54 $0.68 $1.68
$1.89
Adjusted operating cash flow per share before restructuring and other costs, diluted (1)(3)(4)(5) $0.54 $0.66 $1.68
$1.84
Adjusted operating cash flow per share, basic (1)(3)(4) $0.47 $0.68 $1.61 $1.80
Adjusted operating cash flow per share, diluted (1)(3)(4)(5) $0.47 $0.66 $1.61 $1.75
Dividends paid per share $0.18 $0.16 $0.72 $0.62
(1) Earnings before interest, taxes, depreciation and amortization (EBITDA) from operations and adjusted operating cash flow (AOCF) are not GAAP measures. See "Non-GAAP Financial Measures".
(2) EBITDA from operations excludes realized gains (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) Restructuring and other costs for the three and twelve months ended December 31, 2015 include $4.6 million in costs related to the corporate office relocation and $5.4 million in costs related to the Canexus Acquisition. For the three and twelve months ended December 31, 2014, restructuring and other costs includes $0.2 million and $11.3 million of restructuring costs, respectively. See "Non-GAAP Restructuring and Other Costs" for further details.
(4) The weighted average number of shares outstanding for the three months ended December 31, 2015, is 136.3 million (December 31, 2014 - 126.2 million) and for the twelve months ended December 31, 2015, is 129.0 million (December 31, 2014 - 126.2 million).
(5) There were no dilutive instruments with respect to AOCF per share for the three and twelve months ended December 31, 2015. For the three months ended December 31, 2014, the dilutive impact of the 7.50%, October 31, 2016 convertible debentures was 6.6 million shares (132.8 million total shares on a dilutive basis) with a resulting impact on AOCF before restructuring costs of $1.4 million ($87.2 million total on a dilutive basis) and on AOCF of $1.4 million ($87.0 million total on a dilutive basis). For the year ended December 31, 2014, the dilutive impact of the 7.50%, October 31, 2016 convertible debentures was 6.6 million shares (132.8 million total shares on a dilutive basis) with a resulting impact on AOCF before restructuring and other costs of $5.6 million ($244.3 million total on a dilutive basis) and on AOCF of $5.6 million ($233.0 million total on a dilutive basis).
Comparable GAAP Financial Information (1)
Three months ended
December 31
Twelve months ended
December 31
(millions of dollars except per share amounts) 2015 2014 2015 2014
Net earnings 31.6 43.3 26.5 56.9
Net earnings per share basic $0.23 $0.34 $0.20 $0.45
Net earnings (loss) per share diluted $0.19 $(0.03 ) $0.20 $0.41
Net cash flows from operating activities 47.6 50.3 339.5 292.1
Net cash flows from operating activities per share basic $0.34 $0.40 $2.64 $2.31
Net cash flows from operating activities per share diluted $0.34 $0.39 $2.64 $2.24
(1) See "Non-GAAP Financial Measures" in Superior's 2015 Fourth Quarter Financial Discussion for additional details.
Segmented Information
Three months ended
December 31
Twelve months ended
December 31
(millions of dollars) 2015 2014 2015 2014
EBITDA from operations(1):
Energy Services 53.7 60.0 169.9 166.3
Specialty Chemicals 32.5 33.2 117.4 123.6
Construction Products Distribution 15.9 12.0 47.9 36.0
102.1 105.2 335.2 325.9
(1) EBITDA from operations excludes realized gains (losses) from foreign currency hedging contracts entered into to 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 Services

  • EBITDA from operations for the fourth quarter was $53.7 million compared to $60.0 million in the prior year quarter. Results were lower due to a modest decrease in gross profits and higher operating costs.
  • Average weather across Canada, as measured by degree days, for the fourth quarter was 8% warmer than the prior year and 8% warmer than the 5-year average. Warmer than average temperatures in the fourth quarter of 2015 had a negative impact on sales volumes.
  • The Canadian propane business generated gross profit of $70.9 million in the fourth quarter compared to $76.3 million in the prior year quarter as the reduction in sales volumes due to warmer weather more than offset the higher average sales margins.
  • Canadian propane average sales margins were 22.5 cents per litre in the fourth quarter compared to 20.3 cents per litre in the prior year quarter. Average sales margins in the fourth quarter of 2015 benefitted from the continued low price environment for the wholesale cost of propane, improved sales mix and the impact of ongoing pricing management initiatives. 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 distribution sales volumes were 16% lower than the prior year quarter due primarily to a decrease in industrial volumes and a modest reduction in commercial and residential volumes. Industrial sales volumes were lower due to reduced oil field demand related to the continued weakness in crude oil prices. Residential and commercial 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. Agricultural volumes were impacted by reduced crop drying volumes and warmer weather.
  • Average weather for the U.S. refined fuel business, as measured by degree days, for the fourth quarter was 16% warmer than the prior year and 21% warmer than the 5-year average. Warmer than average temperatures in the fourth quarter of 2015 had a negative impact on residential sales volumes, which account for over 60% of the U.S. refined fuels gross profit.
  • The U.S. refined fuels business generated gross profits of $42.5 million in the fourth quarter compared to $44.8 million in the prior year quarter. Gross profits modestly decreased due to lower sales volumes, competitive pressures and sales mix, partially offset by the impact of the stronger U.S. dollar on the translation of gross profits.
  • U.S. refined fuels average sales margin of 10.9 cents per litre in the fourth quarter were consistent with the prior year quarter.
  • Sales volumes within the U.S. refined fuels business were 4% lower than the prior year quarter as increased wholesale sales volumes were fully offset by reduced residential and commercial sales volumes. Wholesale sales volumes increased due to higher reseller volume demand. 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 and a decrease in crop drying volumes.
  • The fixed-price energy services business generated gross profits of $2.8 million compared to $2.1 million in the prior year quarter. Natural gas profits were consistent with the prior year quarter. Gross profit from the electricity segment increased $0.9 million due to increased volumes and improvements in unit margin.
  • The supply portfolio management business generated gross profits of $13.7 million in the fourth quarter compared to $7.3 million in the prior year quarter. Gross profits were $6.4 million higher than the prior year quarter due to the benefit of procurement initiatives and supply contracts and the impact of improved basis differentials.
  • Cash operating and administrative costs were $85.6 million in the fourth quarter, an increase of $4.5 million compared to $81.1 million in the prior year quarter. Operating expenses in the current year quarter were negatively impacted by the impact of a stronger U.S. dollar on U.S. denominated expenses, offset in part, by the benefits of The Superior Way business process initiatives and reduced headcount.
  • Superior has made excellent progress on sustainably reducing the cost structure of its Energy Services business through the execution of The Superior Way project, and will continue to implement continuous improvement projects in 2016 and beyond.
  • EBITDA from operations for 2016 for the Energy Services business is anticipated to be consistent with 2015. EBITDA from the Canadian propane and U.S. refined fuels businesses will benefit from ongoing operational improvements and improved sales and marketing initiatives. Gross profits in the Canadian propane business are anticipated to be consistent with 2015. Gross profits in the U.S. refined fuels business are anticipated to be consistent to modestly higher than 2015 due primarily to the impact of the stronger U.S. dollar on translation of U.S. denominated gross profit. Gross profit from the supply portfolio business is anticipated to be consistent to modestly lower than 2015 due to less favourable market conditions. Gross profit from the fixed-price energy business is expected to be modestly lower than 2015 due to a wind-down of the business. Average weather, as measured by degree days, for 2016 is anticipated to be consistent with the 5-year average.

Specialty Chemicals

  • EBITDA from operations for the fourth quarter was $32.5 million compared to $33.2 million in the prior year quarter.
  • Sodium chlorate gross profits were modestly higher than the prior year as the positive impact from the stronger U.S. dollar on the translation of U.S. denominated sales more than offset the decrease in sales volumes. Gross margin per tonne was higher than the prior year due primarily to the increase in net realizable prices due to foreign exchange. Sodium chlorate sales volumes were 13% 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 hydrochloric acid pricing and an increase in low margin chlorine sales volumes, partially offset by insurance proceeds related to a business interruption claim for the Port Edwards HCl burner, by an increase in sales volumes and the positive impact of the stronger U.S. dollar on U.S. denominated sales. Sales volumes of chlorine, caustic soda and potassium hydroxide increased due to customer demand and higher operating rates at the Port Edwards, Wisconsin plant.
  • Cash operating and administrative costs of $41.8 million were $1.4 million higher than the prior year quarter due to 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 is expected to be offset by reduced gains on the translation of U.S. denominated working capital. Sodium chlorate EBITDA is anticipated to be higher in 2016 due to the reduction in volumes from Tronox and related plant expenses. Sodium chlorate gross profits are anticipated to be lower in 2016 due to an increase in electricity costs and a decrease in sales volumes. EBITDA from the chlor-alkali segment is anticipated to be higher in 2016 due to an increase in sales volumes and consistent to modestly higher pricing in all products except hydrochloric acid. Hydrochloric acid sales prices are anticipated to be consistent with 2015 and volumes are anticipated to be lower due to reduced demand related to the decline in oilfield activity experienced in 2015 and expected to continue into 2016.

Construction Products Distribution

  • EBITDA from operations for the fourth quarter was $15.9 million compared to $12.0 million in the prior year quarter. Results in the fourth quarter benefitted from a weaker Canadian dollar and continued improvements in U.S. end-use markets, offset in part, by softer fundamentals in the Canadian market.
  • Total gross profit was $9.0 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 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 modestly lower than the prior year quarter and gross margins were consistent with the prior year quarter.
  • 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 higher than the prior year due to the impact of intelligent pricing initiatives and timing of vendor rebates.
  • Cash operating and administrative costs for the fourth quarter were $48.7 million compared to $43.6 million in the prior year quarter. Operating costs were impacted by the stronger U.S. dollar on the translation of U.S. denominated expenses and higher wages. Operating expenses as a percentage of sales were modestly higher than the prior year quarter due to general inflationary pressures.
  • 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 in 2016 at a total cost of approximately $30.3 million which is split between capital investment of $19.7 million and one-time operating costs of $10.6 million ($2.6 million 2015 and $8.0 million 2016). Total costs incurred to date are $13.0 million consisting of $10.4 million in capital and $2.6 million in operating expense.
  • Superior anticipates that EBITDA from operations in 2016 will be modestly lower than 2015 as continued improvements in the U.S. residential market, benefits resulting from ongoing pricing and procurement initiatives and the system integration project and improvements in the industrial market will be more than offset by the system integration project costs. As previously discussed, in 2016 Superior will incur $8.0 million in one-time operating costs related to the implementation and roll out of the system integration project. Superior anticipates that the U.S. commercial market will be modestly improved in 2016 compared to 2015 and that the Canadian residential, commercial and industrial markets will continue to be challenging.

Corporate Related

  • Interest expense for the fourth quarter was $10.1 million compared to $10.8 million in the prior year quarter. Interest expense was modestly lower than the prior year quarter as a result of lower average effective interest rates and reduced average debt levels.
  • Corporate costs were $2.5 million in the fourth quarter which was modestly higher than the prior year quarter. Corporate costs exclude one-time costs for the corporate office relocation of $4.6 million and Canexus Acquisition costs of $5.4 million.
  • Superior's total debt (including convertible debentures) to Compliance EBITDA before restructuring and other costs was 3.2X as at December 31, 2015 compared to 3.5X as at December 31, 2014. The reduction in leverage is due to lower debt levels as a result of the repayment of debt with the proceeds from the offering and reduced working capital requirements. See "Debt Management Update" for additional details.
  • Realized losses on foreign currency hedging contracts were $16.3 million compared to $6.0 million in the prior year quarter. The $10.3 million increase compared to the prior year quarter was due to the strengthening of the U.S. dollar. The average USD:CAD rate was 1.3353 for the quarter compared to 1.1357 in the prior year quarter.
  • Superior relocated its corporate office to Toronto, Ontario from Calgary, Alberta in the second half of 2015. The relocation of the corporate office provides closer proximity for Superior's corporate executive team to Superior's operating businesses.
  • On November 23, 2015 Beth Summers assumed the role of Vice-President and Chief Financial Officer. As previously announced, Wayne Bingham retired from his position as Executive Vice-President and Chief Financial Officer as of December 31, 2015.

Foreign Currency Hedging Contracts

Superior's foreign currency hedging contracts for the 2015 fiscal year were entered into in prior years when the Canadian dollar was stronger relative to the U.S. dollar. Beginning in 2016, lower value foreign currency hedging contracts expire and Superior's effective U.S. exchange rate is expected to improve. Refer to "Foreign Currency Hedging Contracts" in the Fourth Quarter Financial Discussion for a summary of the impact of the realized losses to the divisional results related to foreign currency hedging contracts.

For a summary of Superior's outstanding U.S. dollar forward contracts for 2015 and beyond, refer to "Financial Instruments - Risk Management" in the Fourth Quarter Financial Discussion. For additional details on Superior's financial instruments, including the amount and classification of gains and losses recorded in Superior's fourth quarter unaudited 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 14 to the unaudited condensed consolidated financial statements for the year ended December 31, 2015.

CRA Income Tax Update

On April 2, 2013, Superior received, from the CRA, Notices of Reassessment for Superior's 2009 and 2010 taxation years reflecting the CRA's intent to challenge the tax consequences of the Conversion. The CRA's position is based on the acquisition of control rules and the general anti-avoidance rules in the Income Tax Act (Canada). On May 8, 2013 and August 7, 2013, respectively, Superior filed a Notice of Objection and a Notice of Appeal with respect to the Notices of Reassessment received on April 2, 2013. Superior has been reassessed for subsequent taxation years by the CRA and the provincial tax agencies and has filed a Notice of Objection for each Notice of Assessment received.

The table below summarizes Superior's estimated tax liabilities and payment requirements associated with the received and anticipated Notices of Reassessment. Upon receipt of the Notices of Reassessment, 50% of the taxes payable pursuant to such notices must be remitted to the CRA and the provincial tax agencies within 90 days.

Taxation Year Taxes Payable (1)(2) 50% of the Taxes
Payable
(1)(2)
Month/year - paid/payable
2009/2010 $13.0 $6.5 April 2013
2011 $15.0 (3) $7.5 February 2015
2012 $10.0 (3) $5.0 February 2015
2013 $11.0 (3) $5.5 February 2015
2014 $16.0 (3) $8.0 December 2015
2015 $3.0 (3) $1.5 2016
2016 $5.0 $2.5 2017
Total $73.0 $36.5
(1) In millions of dollars.
(2) Includes estimated interest and penalties up to payment date of 50%.
(3) Estimated based on Superior's previously filed tax returns, 2015 financial results and the midpoint of Superior's 2016 financial outlook.

Superior anticipates that if the case proceeds in the Tax Court of Canada, the case could be heard within two years, with a decision rendered six to twelve months after completion of the court hearings. If a decision of the Tax Court of Canada were to be appealed, the appeal process could reasonably be expected to take an additional two years. If Superior receives a positive decision then any taxes, interest and penalties paid to the CRA will be refunded plus interest. If Superior is unsuccessful, then any remaining taxes payable plus interest and penalties will have to be remitted to the CRA and Superior would not be able to use the tax attributes from the Conversion.

Superior remains confident in the appropriateness of its tax filing position and the expected tax consequences of the Conversion and currently intends to vigorously defend such position and intends to file its future tax returns on a basis consistent with its view of the outcome of the Conversion.

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

Based on the midpoint of Superior's 2016 financial outlook of AOCF per share of $1.65, if the tax pools from the Conversion were not available to Superior, the impact would be an increase to cash income taxes of approximately $5.0 million or $0.04 per share for 2016.

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 third quarter of 2015. However, based on the current mild winter weather and continued weakness in oil prices early results are tracking to the lower end of the range. Superior's 2016 financial outlook is presented without the impact of the Canexus Acquisition due to the fact that the closing date is not yet known. Upon successfully closing the 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 elements of the 2016 financial outlook include:

  • The 2016 financial outlook includes CPD IT one-time system integration costs of $8.0 million or $0.06 per share;
  • The 2016 financial outlook excludes Canexus transaction and bridge facility costs of $10.0 million;
  • Continued improvements in operational efficiencies and sales and marketing initiatives in Energy Services;
  • Continued improvements in end-use markets in the U.S. for CPD; and
  • Specialty Chemicals results will be consistent with 2015 as operating conditions are anticipated to be similar to 2015.

Superior's AOCF per share (before restructuring and other costs) for the year ended December 31, 2015 of $1.68 was consistent with the previously provided outlook of $1.65 to 1.85 per share.

For additional details on the assumptions underlying the 2016 financial outlook, see Superior's 2015 Fourth Quarter Financial Discussion.

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, based on Superior's 2016 financial outlook, and excluding the acquisition of Canexus, is detailed in the chart below.

Dollar Per Share Millions of Dollars
2016 financial outlook AOCF per share before non-recurring costs - midpoint (1) 1.65 235.0
Canexus regulatory and bridge facility costs (0.07 ) (10.0 )
AOCF after Canexus regulatory and bridge facility costs 1.58 225.0
Maintenance capital expenditures, net (0.32 ) (45.0 )
Investment in chlorine railcars due to regulatory changes (0.10 ) (14.0 )
Capital lease obligation repayments (0.15 ) (21.0 )
Cash flow available for growth capital and dividends 1.01 145.0
Growth capital (0.20 ) (29.0 )
Growth capital - CPD and USRF IT system capital costs (0.13 ) (19.0 )
Tax payments to CRA (50%) and other (0.05 ) (7.0 )
Estimated 2016 free cash flow available for dividends and debt repayment 0.63 90.0
Estimated proceeds from the DRIP(2) 0.22 31.0
Dividends (0.72 ) (102.0 )
Estimated reduction/(increase) in debt 0.13 19.0
Estimated total debt to EBITDA as at December 31, 2016 3.1X - 3.5X 3.1X - 3.5X
Dividends 0.72 102.0
Calculated payout ratio after maintenance capital, CRA and other payments and capital lease repayments(3) 51 %
(1) See "Financial Outlook" in Superior's 2015 Fourth Quarter Financial Discussion for additional details including assumptions, definitions and risk factors.
(2) Superior's Board of Directors has approved the reinstatement of the Dividend Reinvestment Program and Optional Share Purchase Program ("DRIP") beginning with the payment of the December 2015 dividend which was paid on January 15, 2016. Proceeds from the DRIP will be used for debt reduction and general corporate purposes. The DRIP provides Superior's shareholders with the opportunity to reinvest their cash dividends in Superior at a 4% discount to the market price of Superior's common shares.
(3) Dividend payout net of estimated proceeds from the DRIP program and excludes growth capital.

Superior's total debt to Compliance EBITDA before restructuring and other costs was 3.2X as at December 31, 2015 (3.4X after restructuring and other costs), lower than the 3.5X as at December 31, 2014 (3.6x after restructuring costs). Debt levels and total leverage as at December 31, 2015 were lower than December 31, 2014 levels due to proceeds from the offering being used to repay debt and reduced working capital levels in the Energy Services business due to reduced commodity prices. Superior continues to focus on reducing its total leverage through ongoing debt reduction, including reducing working capital requirements and improving business operations. The payout ratio for 2016 is forecast to be 51%, and Superior remains committed to a long term target payout ratio of 40-60%.

2015 Detailed Fourth Quarter Results

Superior's 2015 Fourth Quarter Financial Discussion and Analysis is available on Superior's website at www.superiorplus.com under the Investor Relations section.

2015 Fourth Quarter Conference Call

Superior will be conducting a conference call and webcast for investors, analysts, brokers and media representatives to discuss the 2015 Fourth Quarter Results at 10:30 a.m. EST on Friday, February 19, 2016. To participate in the call, dial: 1-800-355-4959. An archived recording of the call will be available for replay until midnight, Monday, March 21, 2016. To access the recording, dial: 1-800-408-3053 and enter pass code 4383788. 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 press 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 and AOCF should not be construed as alternatives to net earnings, cash flow from operating activities or other measures of financial results determined in accordance with GAAP as an indicator of Superior's performance.

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

Adjusted Operating Cash Flow

AOCF is equal to cash flow from operating activities as defined by IFRS, adjusted for changes in non-cash working capital, other expenses, non-cash interest expense, current income taxes and finance costs. Superior may deduct or include additional items in its calculation of AOCF; these items would generally, but not necessarily, be items of a non-recurring nature. AOCF is the main performance measure used by management and investors to evaluate Superior's performance. AOCF represents cash flow generated by Superior that is available for, but not necessarily limited to, changes in working capital requirements, investing activities and financing activities of Superior.

The seasonality of Superior's individual quarterly results must be assessed in the context of annualized AOCF. Adjustments recorded by Superior as part of its calculation of AOCF include, but are not limited to, the impact of the seasonality of Superior's businesses, principally the Energy Services segment, by adjusting for non-cash working capital items, thereby eliminating the impact of the timing between the recognition and collection/payment of Superior's revenues and expenses, which can differ significantly from quarter to quarter. Adjustments are also made to reclassify the cash flow related to natural gas and electricity customer contract-related costs in a manner consistent with the income statement's recognition of these costs. AOCF is reconciled to net cash flow from operating activities on page 5 of the 2015 Fourth Quarter Financial Discussion.

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 the earnings release, foreign currency hedging contract gains and losses are excluded from the results of the operating segments. Foreign currency hedging contracts are entered into for risk management purposes, accordingly these are being reclassified to corporate costs.

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 16 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.

Forward Looking Information

Certain information included herein is forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information may include statements regarding the objectives, business strategies to achieve those objectives, expected financial results (including those in the area of risk management), economic or market conditions, and the outlook of or involving Superior, Superior LP and its businesses. Such information is typically identified by words such as "anticipate", "believe", "continue", "could", "estimate", "expect", "plan", "intend", "forecast", "future", "guidance", "may", "predict", "project", "should", "strategy", "target", "will" or similar expressions suggesting future outcomes.

Forward-looking information in this document includes: future financial position, consolidated and business segment outlooks, expected EBITDA from operations, expected adjusted operating cash flow (AOCF) and adjusted operating cash flow per share, expected leverage ratios and debt repayment, debt management summary, expectations in terms of the cost of operations, capital spend and maintenance and the variability of these costs, timing, costs and benefits of restructuring activities, future supply and demand fundamentals for North American sodium chlorate, business strategy and objectives, development plans and programs, business expansion and cost structure and other improvement projects, expected product margins and sales volumes, market conditions in Canada and the U.S., continued improvements in operational efficiencies and sales and marketing initiatives in Energy Services, continued improvements in end-use markets in the U.S. for CPD, expected tax consequences of the Conversion, the challenge by the CRA of the tax consequences of the Conversion (and the expected timing and impact of such process including any payment of taxes and the quantum of such payments), future income taxes, the impact of proposed changes to Canadian tax legislation or U.S. tax legislation, future economic conditions, future exchange rates, exposure to such rates and incremental earnings associated with such rates, dividend strategy, payout ratio, expected weather, expectations in respect to the global economic environment, our trading strategy and the risk involved in these strategies, the impact of certain hedges on future reported earnings and cash flows, commodity prices and costs, the impact of contracts for commodities, demand for propane, heating oil and similar products, demand for chemicals including sodium chlorate and chlor-alkali, effect of operational and technological improvements, anticipated costs and benefits of business enterprise system upgrade plans, CPD IT one-time system 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 Fourth Quarter Financial Discussion 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 Fourth Quarter Financial Discussion 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.

Financial Discussion of 2015 Fourth Quarter and 2015 Year End Results

February 18, 2016

The following Financial Discussion is a review of the financial performance and position of Superior Plus Corp. (Superior) as at December 31, 2015 and for the three and twelve months ended December 31, 2015 and 2014. The information in this Financial Discussion is current to February 18, 2016. 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, 2015 and its unaudited condensed consolidated financial statements as at and for the three and twelve months ended December 31, 2015 and 2014.

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 Standard34 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.

Financial Overview
Summary of Adjusted Operating Cash Flow
Three months ended
December 31
Twelve months ended
December 31
(millions of dollars except per share amounts) 2015 2014 2015 2014
Revenue 813.9 956.8 3,314.6 3,975.9
Gross profit 241.1 247.5 914.0 922.1
EBITDA from operations(1)(2) 102.1 105.2 335.2 325.9
Interest expense (10.1 ) (10.8 ) (47.1 ) (48.0 )
Cash income tax expense (0.1 ) (0.4 ) (2.1 ) (1.7 )
Corporate costs (2.5 ) (2.2 ) (16.5 ) (20.0 )
Realized gains (losses) on foreign currency hedging contracts(2) (16.3 ) (6.0 ) (52.3 ) (17.5 )
Adjusted operating cash flow before restructuring and other costs(1) 73.1 85.8 217.2 238.7
Restructuring and other costs(3) (10.0 ) (0.2 ) (10.0 ) (11.3 )
Adjusted operating cash flow(1) 63.1 85.6 207.2 227.4
Adjusted operating cash flow per share before restructuring and other costs, basic (1)(3)(4) $0.54 $0.68 $1.68
$1.89
Adjusted operating cash flow per share before restructuring and other costs, diluted (1)(3)(4)(5) $0.54 $0.66 $1.68
$1.84
Adjusted operating cash flow per share, basic (1)(3)(4) $0.47 $0.68 $1.61 $1.80
Adjusted operating cash flow per share, diluted (1)(3)(4)(5) $0.47 $0.66 $1.61 $1.75
Dividends paid per share $0.18 $0.16 $0.72 $0.62
(1) Earnings before interest, taxes, depreciation and amortization (EBITDA) from operations and adjusted operating cash flow (AOCF) are not GAAP measures. See "Non-GAAP Financial Measures".
(2) EBITDA from operations excludes realized gains (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) Restructuring and other costs for the three and twelve months ended December 31, 2015 include $4.6 million in costs related to the corporate office relocation and $5.4 million in costs related to the acquisition of Canexus (Canexus Acquisition). For the three and twelve months ended December 31, 2014, restructuring and other costs includes $0.2 million and $11.3 million of restructuring costs, respectively. See "Non-GAAP Restructuring and Other Costs" for further details.
(4) The weighted average number of shares outstanding for the three months ended December 31, 2015, is 136.3 million (December 31, 2014 - 126.2 million) and for the twelve months ended December 31, 2015, is 129.0 million (December 31, 2014 - 126.2 million).
(5) There were no dilutive instruments with respect to AOCF per share for the three and twelve months ended December 31, 2015. For the three months ended December 31, 2014, the dilutive impact of the 7.50%, October 31, 2016 convertible debentures was 6.6 million shares (132.8 million total shares on a dilutive basis) with a resulting impact on AOCF before restructuring costs of $1.4 million ($87.2 million total on a dilutive basis) and on AOCF of $1.4 million ($87.0 million total on a dilutive basis). For the year ended December 31, 2014, the dilutive impact of the 7.50%, October 31, 2016 convertible debentures was 6.6 million shares (132.8 million total shares on a dilutive basis) with a resulting impact on AOCF before restructuring and other costs of $5.6 million ($244.3 million total on a dilutive basis) and on AOCF of $5.6 million ($233.0 million total on a dilutive basis).
Comparable GAAP Financial Information (1)
Three months ended
December 31
Twelve months ended
December 31
(millions of dollars except per share amounts) 2015 2014 2015 2014
Net earnings 31.6 43.3 26.5 56.9
Net earnings per share basic $0.23 $0.34 $0.20 $0.45
Net earnings (loss) per share diluted $0.19 $(0.03 ) $0.20 $0.41
Net cash flows from operating activities 47.6 50.3 339.5 292.1
Net cash flows from operating activities per share basic $0.34 $0.40 $2.64 $2.31
Net cash flows from operating activities per share diluted $0.34 $0.39 $2.64 $2.24
(1) See "Non-GAAP Financial Measures".
Segmented Information
Three months ended
December 31
Twelve months ended
December 31
(millions of dollars) 2015 2014 2015 2014
EBITDA from operations(1):
Energy Services 53.7 60.0 169.9 166.3
Specialty Chemicals 32.5 33.2 117.4 123.6
Construction Products Distribution (CPD) 15.9 12.0 47.9 36.0
102.1 105.2 335.2 325.9
(1) EBITDA from operations excludes realized gains (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".
Adjusted Operating Cash Flow Reconciled to Net Cash Flow from Operating Activities (1)
Three months ended
December 31
Twelve months ended
December 31
(millions of dollars) 2015 2014 2015 2014
Net cash flow from operating activities 47.6 50.3 339.5 292.1
Add (Deduct):
Non-cash interest expense 6.5 1.5 13.6 6.3
Increase (decrease) in non-cash working capital 21.4 44.9 (87.5 ) (16.6 )
Cash income tax expense (0.1 ) (0.4 ) (2.1 ) (1.7 )
Finance expense recognized in net earnings (12.3 ) (10.7 ) (56.3 ) (52.7 )
Adjusted Operating Cash Flow (2) 63.1 85.6 207.2 227.4
(1) See "Non-GAAP Financial Measures".
(2) See the unaudited condensed consolidated financial statements for net cash flow from operating activities and changes in non-cash working capital.

For purposes of this Financial Discussion, foreign currency hedging contract gains and losses are excluded from the results of the operating segments. Divisional results exclude the impact of foreign currency hedging contracts as these contracts are entered into for treasury risk management purposes.

Fourth Quarter Comparison to Prior Year Quarter

Fourth quarter AOCF before restructuring and other costs was $73.1 million, a decrease of $12.7 million or 15% from the prior year quarter AOCF of $85.8 million, inclusive of the foreign exchange hedging program. EBITDA from operations at Specialty Chemicals decreased primarily related to lower North American pulp mill customer demand, lower demand related to the oil and gas industry, and a decrease in hydrochloric acid average selling prices, partially offset by insurance proceeds related to a business interruption claim of $4.9 and the impact of the stronger U.S. dollar on U.S. denominated EBITDA. Energy Services EBITDA from operations decreased resulting from warmer than average weather, and EBITDA from operations at CPD increased due to improved sales volumes as a result of ongoing improvements in the U.S. residential construction sector and the impact of the stronger U.S. dollar on U.S. denominated EBITDA.

AOCF per share before restructuring and other costs of $0.54 per share was $0.14 or 21% lower than the prior year quarter of $0.68 per share due to the decrease in AOCF and the increase in weighted average shares outstanding. The weighted average shares outstanding increased due to the issuance of 13.9 million shares on October 28, 2015. The common share offering had the impact of diluting AOCF per share by approximately 4 cents per share in the fourth quarter of 2015.

Revenue of $813.9 million was $142.9 million lower than in the prior year's quarter due primarily to decreased Energy Services and Specialty Chemicals revenue, partially offset by increased Construction Products Distribution (CPD) revenue. Energy Services revenue decreased due to lower commodity prices and lower demand on warmer than average weather in the fourth quarter. Specialty Chemicals revenue decreased due to lower sodium chlorate volumes resulting from lower demand in North America related to several pulp mill closures and lower hydrochloric acid selling prices, partially offset by insurance proceeds related to a business interruption claim of $4.9 and the impact of the stronger U.S. dollar on U.S. denominated revenues. CPD revenues increased primarily due to higher sales volumes of gypsum due to improved U.S. sales volumes as a result of ongoing improvements in the U.S. residential construction sector and the impact of the stronger U.S. dollar on U.S. denominated revenues.

Operating expenses of $209.4 million in the fourth quarter were $26.6 million higher than operating expenses in the prior year quarter primarily due to the impact of the stronger U.S. dollar on U.S. denominated expenses and general inflationary increases, partially offset by operational efficiencies from The Superior Way initiatives.

Finance expense was $12.3 million, compared to $10.7 million in the prior year, an increase of $1.6 million. The increase was primarily attributable to the recognition of debt issue costs as a result of the early redemption of the $69.4 million outstanding principal amount of 7.50% Debentures in December 2015, and lower realized gains on foreign currency forward contracts.

Unrealized gains on derivative financial instruments were $2.9 million in the fourth quarter, compared to a loss of $12.7 million in the prior year, mainly related to the changes in market prices of commodities and timing of maturities of the underlying financial instruments.

The net earnings for the year ended December 31, 2015 were $31.6 million, compared to net earnings of $43.3 million in the prior year. The decrease was due to the changes in revenue, operating expenses and finance expenses discussed above.

Acquisition of Canexus Corporation

On October 6, 2015, Superior announced that it entered into an arrangement agreement with Canexus Corporation (Canexus), pursuant to which the Company agreed to acquire all the issued and outstanding common shares of Canexus by way of a court approved plan of arrangement.

The Canexus Acquisition enhances Superior's specialty chemicals business and cost position as well as provides growth opportunities for the Company. Completion of the arrangement will allow the Specialty Chemicals business to better serve its customers and aligns with Superior's core strategy of investing in businesses that generate strong free cash flow and attractive future growth opportunities. This will also enhance Superior's ability to service customers by combining the technical strengths of both companies, and allow for better optimization of plants and improved logistics resulting in more consistent, efficient and reliable delivery of products.

Under the terms of the arrangement, Canexus shareholders will receive 0.153 of a Superior common share for each Canexus common share.

Canexus shareholders voted to approve the Canexus Acquisition at a special meeting of shareholders held on December 11, 2015, where 99.19% of the Canexus shares voted at the meeting were in favour of the Arrangement. Canexus also obtained a final order from the Court of Queen's Bench of Alberta approving the Arrangement. The transaction is subject to receipt of regulatory approval and the satisfaction of certain other commercial conditions. Closing of the transaction is expected to occur by mid-2016. The results reported in this Financial Discussion do not include the results of Canexus.

Year-to-Date Comparison to Prior Year-to-Date

Adjusted operating cash flow (AOCF) before restructuring and other costs for the year ended December 31, 2015 was $217.2 million, a decrease of $21.5 million or 9% from the prior year AOCF of $238.7 million, inclusive of the foreign exchange hedging program. EBITDA from operations at Specialty Chemicals decreased primarily related to lower North American pulp mill customer demand, lower export shipments and lower chlor-alkali sales volumes as a result of the slowdown in the oil and gas industry, partially offset by the impact of the stronger U.S. dollar on U.S. denominated EBITDA. EBITDA from operations at Energy Services increased as a result of improved pricing management and effective cost control as a result of The Superior Way initiatives, despite lower volumes due to warmer weather and reduced oilfield demand. CPD EBITDA from operations increased due to the strengthening U.S. construction markets and the impact of the stronger U.S. dollar on U.S. denominated EBITDA. The impact of the stronger U.S. dollar on U.S. EBITDA from operations was partially offset by higher realized losses from the result of our foreign exchange hedging program. AOCF for the current year excludes $5.4 million in transaction costs related to the proposed Canexus Acquisition and $4.6 million in costs to relocate the corporate office to Toronto.

AOCF per share before restructuring and other costs of $1.68 per share was $0.21 or 11% lower than the prior year AOCF of $1.89 per share due to the decrease in AOCF and the increase in weighted average shares outstanding. The weighted average shares outstanding increased due to the issuance of 13.9 million shares on October 28, 2015. The common share offering had the impact of diluting AOCF per share by approximately 3 cents per share in 2015.

Revenue for the year ended December 31, 2015 of $3,314.6 million was $661.3 million or 17% lower than the prior year due primarily to decreased Energy Services revenue and decreased Specialty Chemicals revenue, partially offset by increased CPD revenue. Energy Services revenue was lower than the prior year due to lower commodity prices and lower demand related to warmer than normal weather. Specialty Chemicals revenue decreased due to lower volumes resulting from lower demand in North America related to several pulp mill closures and lower oilfield demand related to the oil and gas industry, partially offset by the impact of the stronger U.S. dollar on U.S. denominated revenues. CPD revenue increased from higher volumes related to increased residential and commercial construction activity and the impact of the stronger U.S. dollar on U.S. denominated revenue.

Operating expenses were $790.6 million in 2015, an increase of $45.9 million or 6% from the prior year, primarily due to the impact of the stronger U.S. dollar on U.S. denominated expenses, partially offset by operational efficiencies related to The Superior Way initiatives.

Corporate costs were $16.5 million, compared to $20.0 million in the prior year. The $3.5 million decrease was primarily due to lower short-term incentive costs and a decrease in costs in 2015 associated with the CPD sales process conducted in 2014.

Finance expense was $56.3 million, compared to $52.7 million in the prior year, an increase of $3.6 million. The increase was primarily attributable to the recognition of debt issue costs as a result of the early redemptions of $172.5 million outstanding principal amount of 5.75% Debentures in June 2015 and $69.4 million outstanding principal amount of 7.50% Debentures in December 2015.

Unrealized losses on derivative financial instruments of $39.8 million were $12.2 million lower than in the prior year, mainly related to the changes in market prices of commodities and timing of maturities of the underlying financial instruments.

Total income tax expense of $0.8 million was $15.0 million lower than in the prior year due to a decrease in net earnings before tax in 2015, changes in statutory tax rates and decreased impact from permanent items.

The net earnings for the year ended December 31, 2015 were $26.5 million, compared to net earnings of $56.9 million in the prior year. The decrease was due to the changes in revenue, operating expenses, finance expense and unrealized losses on derivative financial instruments discussed above.

Operating Results
Energy Services
Energy Services' condensed operating results for 2015 and 2014:
Three months ended
December 31
Twelve months ended
December 31
(millions of dollars) 2015 2014 2015 2014
Revenue 414.8 568.9 1,743.3 2,481.2
Cost of sales(1) (275.5 ) (427.8 ) (1,226.6 ) (1,974.1 )
Gross profit(1) 139.3 141.1 516.7 507.1
Less: Cash operating and administrative costs(2) (85.6 ) (81.1 ) (346.8 ) (340.8 )
EBITDA from operations(1)(3) 53.7 60.0 169.9 166.3
Net earnings(3) 33.2 5.8 123.4 75.2
(1) EBITDA from operations excludes realized gains (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.
(2) For the twelve months ended December 31, 2014, Energy Services restructuring cost of $11.0 million has been excluded from EBITDA from operations. See "Non-GAAP Restructuring and Other Costs" for further details.
(3) EBITDA from operations is a Non-GAAP financial measure. See "Non-GAAP Financial Measures" and "Reconciliation of Net Earnings to EBITDA from Operations".

Revenues for the fourth quarter of 2015 were $414.8 million, a decrease of $154.1 million or 27% compared to the prior year quarter. The decrease is primarily due to lower commodity prices and sales volumes compared to the prior year quarter. Total gross profit for the fourth quarter of 2015 was $139.3 million, a decrease of $1.8 million or 1% over the prior year quarter. The decrease in gross profit is primarily due to lower volumes within the Canadian propane and U.S. refined fuels segments offset in part by higher supply portfolio management and fixed-price energy services gross profits. A detailed review of gross profit is provided below.

Gross Profit Review
Three months ended December 31 Twelve months ended December 31
(millions of dollars) 2015 2014 2015 2014
Canadian propane distribution 70.9 76.3 255.2 264.0
U.S. refined fuels distribution(1) 42.5 44.8 174.8 153.1
Other services 9.4 10.6 31.2 37.3
Supply portfolio management 13.7 7.3 44.2 48.3
Fixed-price energy services 2.8 2.1 11.3 4.4
Total gross profit 139.3 141.1 516.7 507.1
(1) Gross profit of U.S. refined fuels distribution excludes realized gains (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.

Canadian Propane Distribution

Canadian propane distribution gross profit for the fourth quarter was $70.9 million, a decrease of $5.4 million or 7% compared to the prior year quarter, due to lower volumes, partially offset by higher unit margins. Residential sales volumes decreased by 5 million litres or 12% from the prior year quarter due primarily to warmer weather during the fourth quarter of 2015 as compared to the prior year quarter. Average weather across Canada for the fourth quarter, as measured by degree days, was 8% warmer than the prior year and 8% warmer than the five-year average. Industrial volumes decreased by 38 million litres or 19%, largely due to lower oilfield customer demand as a result of the continued decline in the price of oil and warmer weather. Commercial volumes decreased by 12 million litres or 15% due to warmer Q4 temperatures across the country and decreased demand from oilfield support industries.

Average propane sales margins for the fourth quarter increased to 22.5 cents per litre from 20.3 cents per litre in the prior year quarter. The increase was principally due to improved pricing management in a declining price environment and favourable movement in the sales mix as the current quarter included a higher proportion of higher-margin sales volumes.

Canadian Propane Distribution Sales Volumes
Volumes by End-Use Application Volumes by Region (1)
Three months ended December 31 Three months ended December 31
(millions of litres) 2015 2014 (millions of litres) 2015 2014
Residential 38 43 Western Canada 172 212
Commercial 69 81 Eastern Canada 114 135
Agricultural 28 34 Atlantic Canada 29 29
Industrial 162 200
Automotive 18 18
315 376 315 376
Volumes by End-Use Application Volumes by Region (1)
Twelve months ended December 31 Twelve months ended December 31
(millions of litres) 2015 2014 (millions of litres) 2015 2014
Residential 129 139 Western Canada 616 737
Commercial 257 291 Eastern Canada 449 472
Agricultural 60 69 Atlantic Canada 111 107
Industrial 649 738
Automotive 81 79
1,176 1,316 1,176 1,316
(1) Regions: Western Canada region consists of British Columbia, Alberta, Saskatchewan, Manitoba, Northwest Ontario, Yukon and Northwest Territories; Eastern Canada region consists of Ontario (except for Northwest Ontario) and Quebec; and Atlantic Canada region consists of New Brunswick, Newfoundland & Labrador, Nova Scotia and Prince Edward Island.

U.S. Refined Fuels Distribution

U.S. refined fuels distribution gross profit for the fourth quarter was $42.5 million, a decrease of $2.3 million or 3% compared to the prior year quarter. The decrease in gross profit was due to lower sales volumes offset in part by higher gross margins. Sales volumes of 390 million litres decreased by 17 million litres or 4% from the prior year quarter. The decrease in residential volumes was primarily due to warmer weather. Weather as measured by heating degree days for the fourth quarter was 16% warmer than the prior year quarter and 21% warmer than the five-year average. Commercial sales volumes decreased by 16 million litres or 8% largely due to warmer weather and increased competition. Wholesale volumes increased 16 million litres or 13% due to increased reseller volumes.

Average U.S. refined fuels sales margins of 10.9 cents per litre were consistent with the prior year quarter.

U.S. Refined Fuels Distribution Sales Volumes
Volumes by End-Use Application (1) Volumes by Region (2)
Three months ended December 31 Three months ended December 31
(millions of litres) 2015 2014 (millions of litres) 2015 2014
Residential 68 85 Northeast United States 390 407
Commercial 178 194
Wholesale 144 128
390 407 390 407
Volumes by End-Use Application (1) Volumes by Region (2)
Twelve months ended December 31 Twelve months ended December 31
(millions of litres) 2015 2014 (millions of litres) 2015 2014
Residential 283 314 Northeast United States 1,563 1,581
Commercial 734 752
Wholesale 546 515
1,563 1,581 1,563 1,581
(1) Volume: Volume of heating oil, propane, diesel and gasoline sold (millions of litres).
(2) Regions: Northeast United States region consists of Pennsylvania, Connecticut, New York, and Rhode Island.

Other Services

Other services primarily include equipment installation, maintenance and repair. Gross profit was $9.4 million in the fourth quarter, a decrease of $1.2 million or 11% from the prior year quarter due to decreased installations and the impact of exiting non-core service business lines associated with restructuring.

Supply Portfolio Management

Supply portfolio management gross profits were $13.7 million in the fourth quarter, an increase of $6.4 million over prior year quarter. Results in the current year quarter benefitted from market conditions associated with commodity prices, and improved procurement from a new long-term supply agreement for propane compared to the prior year quarter.

Fixed-Price Energy Services Gross Profit
Three months ended December 31, 2015 Three months ended December 31, 2014
(millions of dollars except volume and per unit amounts) Gross Profit
Volume

Per Unit
Gross Profit
Volume

Per Unit
Natural gas (1) 1.5 4.1 GJ 36.5¢/GJ 1.7 4.5 GJ 36.8¢/GJ
Electricity (2) 1.3 153.3KWh 0.85¢/KWh 0.4 136.9KWh 0.29¢/KWh
Total 2.8 2.1
Twelve months ended December 31, 2015 Twelve months ended December 31, 2014
(millions of dollars except volume and per unit amounts) Gross Profit
Volume

Per Unit
Gross Profit
Volume

Per Unit
Natural gas (1) 6.5 18.1 GJ 35.9¢/GJ 3.9 18.0 GJ 21.3/GJ
Electricity (2) 4.8 610.9KWh 0.79¢/KWh 0.5 676.7KWh 0.08¢/KWh
Total 11.3 4.4
(1) Natural gas volumes are expressed in thousands of gigajoules (GJ).
(2) Electricity volumes are expressed in thousands of kilowatt hours (KWh).

Fixed-price energy services gross profit was $2.8 million in the fourth quarter, an increase of $0.7 million or 33% from the prior year quarter. Natural gas gross profit was $1.5 million, consistent with the prior year quarter. Electricity gross profit in the fourth quarter of 2015 was $1.3 million, an increase of $0.9 million as the prior year quarter included the impact of selling the U.S. business.

In 2015, Superior decided to cease marketing efforts and allow existing customer contracts to expire with the intention to exit the business. Given the size of the operations this will not have a material impact to the Energy Services portfolio.

Operating Costs

Energy Services operating and administrative costs were $85.6 million in the fourth quarter of 2015, an increase of $4.5 million or 6% from the prior year quarter. The increase in expenses was primarily due to the impact of the stronger U.S. dollar on U.S. denominated expenses, offset in part by the reduced headcount and operational improvements from The Superior Way initiatives.

Financial Outlook

EBITDA from operations for 2016 for the Energy Services business is anticipated to be consistent with 2015, despite the impact of warmer weather at the start of 2016 and the impact of continued low oil prices on the Canadian oil and gas industry. EBITDA from the Canadian propane and U.S. refined fuels businesses will benefit from ongoing operational improvements and improved sales and marketing initiatives. Gross profits in the Canadian propane business are anticipated to be consistent with 2015. Gross profits in the U.S. refined fuels business are anticipated to be higher than 2015 due primarily to the impact of the stronger U.S. dollar on U.S. denominated gross profit. Gross profit from the supply portfolio business is anticipated to be consistent to modestly lower than 2015 due to less favourable market conditions. Gross profit from the fixed-price energy business is expected to be modestly lower than 2015 due to a wind-down of the business. Average weather, as measured by degree days, for 2016 is anticipated to be consistent with the 5-year average period. Operating conditions for 2016 are anticipated to be similar to 2015.

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 Energy Services' segment.

Specialty Chemicals
Specialty Chemicals' condensed operating results for 2015 and 2014:
(millions of dollars except per metric tonne (MT) amounts) Three months ended December 31 Twelve months ended December 31
2015 2014 2015 2014
$ per MT $ per MT $ per MT $ per MT
Chemical revenue 170.4 789 175.0 758 674.2 792 672.7 739
Chemical cost of sales (96.1 ) (445 ) (101.4 ) (439 ) (391.3 ) (460 ) (394.2 ) (433 )
Chemical gross profit(1) 74.3 344 73.6 319 282.9 332 278.5 306
Less: Cash operating and administrative costs (41.8 ) (194 ) (40.4 ) (175 ) (165.5 ) (194 ) (154.9 ) (170 )
EBITDA from operations(1)(2) 32.5 150 33.2 144 117.4 138 123.6 136
Net earnings(2) (0.9 ) 8.4 8.0 53.0
Chemical volumes sold (thousands of MTs) 216 231 851 910
(1) Gross profit and EBITDA from operations of Specialty Chemicals excludes realized gains (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 "Reconciliation of Divisional Segmented Revenue, Cost of Sales and Cash Operating and Administrative Costs Included in this Financial Discussion" for detailed amounts.
(2) EBITDA from operations is a Non-GAAP financial measure. See "Non-GAAP Financial Measures" and "Reconciliation of Net Earnings to EBITDA from Operations".

Chemical revenue for the fourth quarter of $170.4 million was $4.6 million or 3% lower than in the prior year quarter due primarily to a decrease in sodium chlorate sales volumes and a decrease in hydrochloric acid average selling prices, partially offset by the impact of the stronger U.S. dollar on U.S. denominated revenues. Sodium chlorate sales volumes were 13% lower than the prior year quarter due to reduced demand from North American pulp customers and lower Tronox purchases. Chlor-alkali sales volumes increased due to higher production and sales of chlorine, caustic and potassium hydroxide, however this was more than offset by lower hydrochloric acid average selling prices. Revenue also includes insurance proceeds related to a business interruption claim of $4.9 million from 2013 for the Port Edwards' hydrochloric acid burner.

Fourth quarter gross profit was $74.3 million, an increase of $0.7 million or 1% compared to the prior year quarter. This was due to the impact of the stronger U.S. dollar on U.S. based earnings, partially offset by lower sodium chlorate volumes and lower hydrochloric acid average selling prices.

Operating and administrative costs of $41.8 million were $1.4 million or 3% higher than in the prior year quarter due to the impact of the stronger U.S. dollar on U.S. based expenses and general inflationary increases.

Strategic Supply Agreement

As previously disclosed, Specialty Chemicals provided notification that it will not be nominating any volume for fiscal 2016 related to its 130,000MT sodium chlorate supply agreement with Tronox. During the second quarter of 2015, Tronox provided formal notification to Superior that it will be commencing with a decommissioning of the facility upon completion of Superior's 2015 supply requirements. The decommissioning of the facility will result in the acceleration of certain fees, requiring Superior to make a payment to Tronox of approximately US$3.3 million in the first quarter of 2016.

Financial Outlook

Superior expects EBITDA from operations for 2016 to be consistent with 2015 as improvements in the sodium chlorate and chlor-alkali business is expected to be offset by reduced gains on the translation of U.S. denominated working capital. 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 lower in 2016 due to an increase in electricity costs and a decrease in sales volumes. EBITDA from the chlor-alkali segment is anticipated to be higher in 2016 due to an increase in sales volumes and consistent to modestly higher pricing in all products except hydrochloric acid. Hydrochloric acid sales prices are anticipated to be consistent with 2015 and volumes are anticipated to be lower due to reduced demand related to the decline in oilfield activity experienced in 2015 and expected to continue into 2016.

In addition to the significant assumptions detailed above, refer to "Risk Factors to Superior" for a detailed review of the significant business risks affecting Superior's Specialty Chemicals' segment.

Construction Products Distribution
Construction Products Distribution's condensed operating results for 2015 and 2014:
Three months ended
December 31
Twelve months ended December 31
(millions of dollars) 2015 2014 2015 2014
Revenue(1)(2) 243.6 220.2 953.0 841.4
Cost of sales(1) (179.0 ) (164.6 ) (711.2 ) (632.6 )
Gross profit(2) 64.6 55.6 241.8 208.8
Less: Cash operating and administrative costs (48.7 ) (43.6 ) (193.9 ) (172.8 )
EBITDA from operations(2)(3) 15.9 12.0 47.9 36.0
Net earnings(3) 11.9 9.5 34.9 27.2
(1) In order to better reflect the results of its operations, Superior has reclassified certain non-cash expenses for purposes of this Financial Discussion. See "Reconciliation of Divisional Segmented Revenue, Cost of Sales and Cash Operating and Administrative Costs Included in this Financial Discussion" for detailed amounts.
(2) Revenue, gross profit and EBITDA from operations of CPD excludes realized gains (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 is a Non-GAAP financial measure. See "Non-GAAP Financial Measures" and "Reconciliation of Net Earnings to EBITDA from Operations".

Revenues of $243.6 million for the fourth quarter of 2015 were $23.4 million or 11% higher than in the prior year quarter due to increased gypsum and commercial and industrial insulation (C&I) revenues. Gypsum revenues were higher than the prior year quarter due to improved U.S. sales volumes as a result of ongoing improvements in the U.S. residential construction sector, an increase in average selling prices and the impact of the stronger U.S. dollar on U.S. denominated revenues. C&I revenues increased over the prior year quarter due to the impact of the stronger U.S. dollar on U.S. denominated revenues. Excluding the impact of foreign exchange, C&I revenue was down 12% compared to the prior year quarter due primarily to the slowdown in upstream oil and gas projects in Canada and the western U.S. C&I gross margins were modestly higher than the prior year quarter.

Gross profit was $64.6 million in the fourth quarter, an increase of $9.0 million or 16% from the prior year quarter primarily due to improved sales volumes, effective price management and the impact of the stronger U.S. dollar on U.S. denominated earnings. Average sales margins were higher than the prior year quarter due to ongoing pricing and procurement initiatives and improved market conditions.

Operating and administrative costs were $48.7 million in the fourth quarter, an increase of $5.1 million or 12% from the prior year quarter. The increase was primarily due to higher sales volumes, system integration project costs and the appreciation of the U.S. dollar.

System Integration

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 $30.3 million which is split between capital investment of $19.7 million ($10.4 million in 2015 and $9.3 million in 2016) and one-time operating costs of $10.6 million ($2.6 million 2015 and $8.0 million 2016). Total costs incurred to date are $13.0 million consisting of $10.4 million in capital and $2.6 million in operating expense.

Financial Outlook

Superior anticipates that EBITDA from operations in 2016 will be modestly lower 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 more than offset by the system integration project costs. As previously discussed, in 2016 Superior will incur $8.0 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 continue to be challenging.

In addition to the Construction Products Distribution segment's significant assumptions detailed above, refer to "Risk Factors to Superior" for a detailed review of the significant business risks affecting Superior's Construction Products Distribution segment.

Foreign Currency Hedging Contracts

Superior's foreign currency hedging contracts for the 2015 fiscal year were entered into in prior years when the Canadian dollar was stronger relative to the U.S. dollar. Beginning in 2016, lower value foreign currency hedging contracts expire and Superior's effective U.S. exchange rate is expected to improve. For a summary of Superior's outstanding U.S. dollar forward contracts for 2016 and beyond, refer to "Financial Instruments - Risk Management."

The impact of these contracts is excluded from the divisional results as discussed above in this Financial Discussion. Below is a table that summarizes the impact of the realized losses to the divisional results related to the foreign currency hedging contracts.

(millions of dollars) Three months ended
December 31
Three months ended
December 31
2015 2014
Energy
Services
Specialty
Chemicals
Construction
Products
Distribution
Total Energy
Services
Specialty
Chemicals
Construction
Products
Distribution
Total
EBITDA from operations(1) 53.7 32.5 15.9 102.1 60.0 33.2 12.0 105.2
Realized losses on foreign currency hedging contracts 3.1 11.7 1.5 16.3 1.0 4.6 0.4 6.0
EBITDA 50.6 20.8 14.4 85.8 59.0 28.6 11.6 99.2
(1) EBITDA from operations is a Non-GAAP financial measure. See "Non-GAAP Financial Measures" and "Reconciliation of Net Earnings to EBITDA from Operations".
(millions of dollars) Twelve months ended
December 31
Twelve months ended
December 31
2015 2014
Energy
Services
Specialty
Chemicals
Construction
Products
Distribution
Total Energy
Services
Specialty
Chemicals
Construction
Products
Distribution
Total
EBITDA from operations(1) 169.9 117.4 47.9 335.2 166.3 123.6 36.0 325.9
Realized losses on foreign currency hedging contracts 7.7 40.0 4.6 52.3 2.9 13.4 1.2 17.5
EBITDA 162.2 77.4 43.3 282.9 163.4 110.2 34.8 308.4
(1) EBITDA from operations is a Non-GAAP financial measure. See "Non-GAAP Financial Measures" and "Reconciliation of Net Earnings to EBITDA from Operations".

For additional details on Superior's financial instruments, including the amount and classification of gains and losses recorded in Superior's fourth 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 14 to the unaudited condensed consolidated financial statements.

Consolidated Capital Expenditure Summary
Three months ended
December 31
Twelve months ended
December 31
(millions of dollars) 2015 2014 2015 2014
Efficiency, process improvement and growth-related 18.9 13.7 50.4 51.0
Maintenance capital 14.2 20.4 44.8 49.1
33.1 34.1 95.2 100.1
Proceeds from finance lease arrangement termination - - - (8.2 )
Proceeds on disposition of capital and intangible assets (0.9 ) (0.7 ) (2.3 ) (6.6 )
Acquisitions - - 1.6 -
Total net capital expenditures 32.2 33.4 94.5 85.3
Investment in finance lease 14.6 6.0 29.3 13.8
Total expenditures including finance leases 46.8 39.4 123.8 99.1

Efficiency, process improvement and growth related expenditures were $18.9 million in the fourth quarter compared to $13.7 million in the prior year quarter and are primarily related to Energy Services' purchases of rental assets and truck related expenditures.

Maintenance capital expenditures were $14.2 million in the fourth quarter compared to $20.4 million in the prior year quarter, a decrease of $6.2 million due primarily to Canadian propane distribution incurring higher tank refurbishment costs in the fourth quarter of 2014.

Superior entered into new leases with capital-equivalent value of $14.6 million in the fourth quarter compared to $6.0 million in the prior year quarter, primarily related to delivery vehicles for the Energy Services and Construction Products Distribution segments to support growth and replace aging vehicles in the fleet.

Corporate and Interest Costs

Corporate costs for the fourth quarter were $2.5 million, compared to $2.2 million in the prior year quarter. The $0.3 million increase was primarily due to increased long-term incentive plan costs relative to the prior year quarter as a result of fluctuations in Superior's share price after normalizing for one-time expenses in the prior year related to the CPD sales process.

Interest expense on borrowing and finance lease obligations for the fourth quarter was $10.1 million, compared to $10.8 million in the prior year quarter. Interest expense was positively impacted by lower average debt levels, settlements on interest rate swaps and the December 2015 redemption of $69.3 million outstanding principal amount of its 7.50% Debentures, which more than offset the impact of higher interest rates due to Superior's 7-year, $200 million, 6.50% senior unsecured note offering which closed on December 9, 2014.

Superior Plus Office Relocation

As previously disclosed, Superior relocated its corporate office to Toronto, Ontario from the previous location of Calgary, Alberta. The relocation of the corporate office provides closer proximity for Superior's corporate executive team to Superior's operating businesses. Superior's President and Chief Executive Officer and Chief Legal Officer have relocated to Toronto as part of the corporate office relocation.

Appointment of Chief Financial Officer

As announced on October 27, 2015, Ms. Beth Summers assumed the role of Vice President and Chief Financial Officer beginning November 23, 2015. Mr. Wayne Bingham assisted with an orderly transition prior to his retirement at the end of 2015.

Non-GAAP Restructuring and Other Costs

Superior's restructuring and other costs have been categorized together and excluded from segmented results. Below is a table summarizing these costs for comparative purposes:

Three months ended
December 31
Twelve months ended
December 31
(millions of dollars) 2015 2014 2015 2014
Relocation costs 4.6 - 4.6 -
Canexus Acquisition costs 5.4 - 5.4 -
Severance costs - 0.2 - 5.4
Branch closure costs and lease termination costs - - - 2.0
Consulting costs - - - 3.9
Total restructuring and other costs 10.0 0.2 10.0 11.3

For the three and twelve months ended December 31, 2015, Superior incurred $4.6 million in costs related to the corporate office relocation and $5.4 million in costs related to the Canexus Acquisition.

Superior incurred restructuring costs in 2014 associated with operational improvements at its Energy Services and Construction Products Distribution. Restructuring costs incurred during 2014 consisted of both costs included in, and excluded from, the restructuring provision. Total restructuring costs incurred during 2014 and 2013 in order to complete the restructuring projects were $26.6 million.

Income Taxes

Total income tax recovery for the fourth quarter was $9.3 million and consists of $0.1 million in cash income tax expense and $9.4 million in deferred income tax recovery, compared to a total income tax recovery of $2.0 million in the prior year quarter, which consisted of $0.4 million in cash income tax expense and a $2.4 million deferred income tax recovery.

Cash income tax expense for the fourth quarter was $0.1 million and consisted of income tax expense in the U.S. of $0.1 million (2014 Q4 - $0.4 million of U.S. cash tax recovery). Deferred income tax recovery for the fourth quarter was $9.4 million (2014 Q4 - $2.4 million deferred income tax recovery), resulting in a corresponding net deferred income tax asset of $275.8 million as at December 31, 2015. The increase in deferred income tax recovery was due to lower net earnings in the fourth quarter of 2015 and decreased impact from permanent items.

Canada Revenue Agency (CRA) Income Tax Update

On April 2, 2013, Superior received, from the CRA, Notices of Reassessment for Superior's 2009 and 2010 taxation years reflecting the CRA's intent to challenge the tax consequences of the Conversion. The CRA's position is based on the acquisition of control rules and the general anti-avoidance rules in the Income Tax Act (Canada). On May 8, 2013 and August 7, 2013, respectively, Superior filed a Notice of Objection and a Notice of Appeal with respect to the Notices of Reassessment received on April 2, 2013. Superior has been reassessed for subsequent taxation years by the CRA and the provincial tax agencies and has filed a Notice of Objection for each Notice of Assessment received.

The table below summarizes Superior's estimated tax liabilities and payment requirements associated with the received and anticipated Notices of Reassessment. Upon receipt of the Notices of Reassessment, 50% of the taxes payable pursuant to such Notice of Reassessment must be remitted to the CRA and the provincial tax agencies within 90 days.

Taxation Year Taxes Payable (1)(2) 50% of the
Taxes Payable
(1)(2)
Month/Year - Paid/Payable
2009/2010 $13.0 $6.5 April 2013
2011 $15.0 (3) $7.5 February 2015
2012 $10.0 (3) $5.0 February 2015
2013 $11.0 (3) $5.5 February 2015
2014 $16.0 (3) $8.0 December 2015
2015 $3.0
(3) $1.5 2016
2016 $5.0 $2.5 2017
Total $73.0 $36.5
(1) In millions of dollars.
(2) Includes estimated interest and penalties up to payment date of 50%.
(3) Estimated based on Superior's previously filed tax returns, 2015 financial results and the midpoint of Superior's 2016 outlook.

Superior anticipates that if the case proceeds in the Tax Court of Canada, the case could be heard within two years, with a decision rendered six to twelve months after completion of the court hearings. If a decision of the Tax Court of Canada were to be appealed, the appeal process could reasonably be expected to take an additional two years. If Superior receives a positive decision then any taxes, interest and penalties paid to the CRA will be refunded plus interest. If Superior is unsuccessful, then any remaining taxes payable plus interest and penalties will have to be remitted to the CRA and Superior would not be able to use the tax attributes from the Conversion.

Superior remains confident in the appropriateness of its tax filing position and the expected tax consequences of the Conversion and currently intends to vigorously defend such position and to file its future tax returns on a basis consistent with its view of the outcome of the Conversion.

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

Based on the midpoint of Superior's 2016 financial outlook of AOCF per share of $1.65, if the tax pools from the Conversion were not available to Superior, the impact would be an increase to cash income taxes of approximately $5.0 million or $0.04 per share for 2016.

Financial Outlook

Superior achieved adjusted operating cash flow per share for 2015 of $1.68 (before restructuring and other costs), within the 2015 financial outlook range provided in its third quarter MD&A. See the detailed discussion on each segment for a breakdown of the results achieved.

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 third quarter of 2015. However, based on the current mild winter weather and continued weakness in oil prices early results are tracking to the lower end of the range. Superior's 2016 financial outlook is presented without the impact of the Canexus Acquisition due to the fact that the closing date is not yet known. Upon successfully closing the 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 elements of the 2016 financial outlook include:

  • The 2016 financial outlook includes CPD IT one-time system integration costs of $8.0 million or $0.06 per share;
  • The 2016 financial outlook excludes Canexus Acquisition transaction costs and bridge facility costs of $10.0 million;
  • Continued improvements in operational efficiencies and sales and marketing initiatives in Energy Services;
  • Continued improvements in end-use markets in the U.S. for CPD; and
  • Specialty Chemicals results will be consistent with 2015 as operating conditions are anticipated to be similar to 2015.

Achieving Superior's adjusted operating cash flow depends on the operating results of its three operating segments.

In addition to the operating results of Superior's three operating segments, significant assumptions to achieve Superior's 2016 midpoint guidance are:

  • Economic growth in Canada and the U.S. is expected to increase modestly in 2016;
  • Superior is expected to continue to attract capital and obtain financing on acceptable terms;
  • Superior's estimated total debt to EBITDA ratio is based on maintenance and growth related expenditures of $106.5 million in 2016 and working capital funding requirements which do not contemplate any significant commodity price changes;
  • Superior is substantively hedged for its estimated U.S. dollar exposure for 2016, and due to the hedge position, a change in the Canadian to U.S, dollar exchange rate for 2016 would not have a material impact to Superior. The foreign currency exchange rate between the Canadian dollar and US dollar is expected to average 0.74 in 2016 on all unhedged foreign currency transactions;
  • Financial and physical counterparties are expected to continue fulfilling their obligations to Superior;
  • Regulatory authorities are not expected to impose any new regulations impacting Superior;
  • Superior's average interest rate on floating-rate debt is expected to remain consistent with 2015 levels for 2016; and
  • Canadian and U.S. based cash taxes are expected to be minimal for 2016 based on existing statutory income tax rates and the ability to use available tax basis.

Energy Services

  • Average weather across Canada and the Northeast U.S, as measured by degree days, is expected to be consistent with the recent five-year average for 2016;
  • Total propane and U.S. refined fuels-related sales volumes are expected to increase modestly in 2016 due primarily to improved sales and marketing initiatives;
  • Gross profit in the Canadian propane and U.S. refined fuels businesses in 2016 are anticipated to be consistent to modestly higher than 2015.
  • Wholesale propane and U.S. refined fuels-related prices are not anticipated to significantly affect demand for propane and refined fuels and related services;
  • Gross profit from the supply portfolio business is anticipated to be consistent to modestly lower than 2015 due to less favourable market conditions;
  • Fixed-price energy services results for 2016 are expected to be modestly lower than 2015 due to a wind-down of the business; and
  • Operating costs are expected to be similar to 2015.

Specialty Chemicals

  • Sodium chlorate contribution are anticipated to be consistent to modestly lower in 2016 due to increases in electricity costs and lower sales volumes.
  • Hydrochloric volumes are anticipated to be lower due to reduced demand related to the decline in oil field activity experienced in 2015 and anticipated to continue into 2016; and
  • Average plant utilization will approximate 90%-95% in 2016.

Construction Products Distribution

  • Superior anticipates that the U.S. residential, commercial and industrial markets will be modestly improved in 2016 compared to 2015, except for the Western U.S. where the impact of the oil price decline is expected to dampen recovery. The Canadian residential, commercial and industrial markets will continue to be challenging;
  • Gross profit for 2016 will increase due to higher revenue and higher gross margins;
  • Operating costs will increase modestly from 2015 due to higher sales volumes and activity, partially offset by further improvements in operational efficiency; and
  • EBITDA from operations in 2016 is expected to be lower 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 and improvements in the industrial market will be more than offset by the one-time system integration project costs.

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 excluding the impact of the Canexus Acquisition 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, based on Superior's 2016 financial outlook, and excluding the Canexus Acquisition, is detailed in the chart below.

Debt Management Summary
Dollar Per
Share
Millions of
Dollars
2016 financial outlook AOCF per share before non-recurring costs - midpoint (1) 1.65 235.0
Canexus regulatory and bridge facility costs (0.07 ) (10.0 )
AOCF after Canexus regulatory and bridge facility costs 1.58 225.0
Maintenance capital expenditures, net (0.32 ) (45.0 )
Investment in chlorine railcars due to regulatory changes (0.10 ) (14.0 )
Capital lease obligation repayments (0.15 ) (21.0 )
Cash flow available for growth capital and dividends 1.01 145.0
Growth capital (0.20 ) (29.0 )
Growth capital - CPD and USRF IT system capital costs (0.13 ) (19.0 )
Tax payments to CRA (50%) and other (0.05 ) (7.0 )
Estimated 2016 free cash flow available for dividends and debt repayment 0.63 90.0
Estimated proceeds from the DRIP(2) 0.22 31.0
Dividends (0.72 ) (102.0 )
Estimated reduction/(increase) in debt 0.13 19.0
Estimated total debt to EBITDA as at December 31, 2016 3.1X - 3.5X 3.1X - 3.5X
Dividends 0.72 102.0
Calculated payout ratio after maintenance capital, CRA and other payments and capital lease repayments(3) 51 %
(1) See "Financial Outlook" for additional details including assumptions, definitions and risk factors.
(2) Superior's Board of Directors has approved the reinstatement of the Dividend Reinvestment Program and Optional Share Purchase Program ("DRIP") beginning with the payment of the December 2015 dividend which was paid January 15, 2016. The DRIP will provide Superior's shareholders with the opportunity to reinvest their cash dividends in Superior at a 4% discount to the market price of Superior's common shares.
(3) Dividend payout net of estimated proceeds from the DRIP program and excludes growth capital.

Superior's total debt to Compliance EBITDA before restructuring and other costs was 3.2X as at December 31, 2015 (3.4X after restructuring and other costs), lower than the 3.5X as at December 31, 2014 (3.6x after restructuring costs). Debt levels and total leverage as at December 31, 2015 were lower than December 31, 2014 levels due to proceeds from the offering and reduced working capital levels in the Energy Services business due to reduced commodity prices. Superior continues to focus on reducing its total leverage through ongoing debt reduction, including reducing working capital requirements and improving business operations.

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 $625.6 million as at December 31, 2015, an increase of $92.4 million from $533.2 million as at December 31, 2014. The increase in borrowing was primarily due to the redemption of the $172.5 million 5.75% debentures and the $69.3 million 7.5% debentures, offset in part by cash proceeds from the issuance of 13.9 million shares in October, 2015.

On December 22, 2015, Superior extended the maturity date of its credit facility to December 22, 2019. In addition to the extension of the syndicated credit facility, Superior has agreed with its lenders that the syndicated credit facility will automatically increase to $775 million from the existing $570 million, with the same financial covenant package, concurrent with the completion of the plan of arrangement between Superior and Canexus Corporation, the acquisition of all of the shares of Canexus Corporation by Superior and certain other related conditions precedent. Financial covenant ratios were unchanged with a consolidated secured debt to consolidated EBITDA ratio and a consolidated debt to consolidated EBITDA ratio of 3.0x and 5.0x, respectively. In addition, Superior secured a committed $650 million bridge financing facility with National Bank of Canada and J.P. Morgan Securities LLC, which was reduced to $445 million in December 2015, to complete the Canexus Acquisition. Permanent financing for the transaction is expected to be obtained in due course through new debt issuances. See "Summary of Cash Flow" for details on Superior's sources and uses of cash.

On December 14, 2015, Superior redeemed the entire $69.3 million outstanding principal amount of its 7.50% Debentures in accordance with the indenture governing the 7.50% Debentures. Superior used funds from its existing credit facility to fund the redemption of the 7.50% Debentures.

On December 9, 2014, Superior completed an offering of $200.0 million 6.50% senior unsecured notes (senior notes). The senior notes were issued at par value and mature on December 9, 2021. The senior notes contain certain early redemption options under which Superior has the option to redeem all or a portion of the senior notes at various redemption prices, which include the principal amount plus accrued and unpaid interest, if any, to the applicable redemption date. Interest is payable semi-annually on June 9 and December 9, commencing June 9, 2015. Under the terms of the agreement, Superior must maintain a fixed-charge coverage ratio of no less than 2.0 to 1.0. As at December 31, 2015, the fixed-charge coverage ratio for purposes of this agreement was 4.5 to 1.0.

As at December 31, 2015, convertible debentures (before deferred issuance fees and discount values) issued by Superior totaled $247.0 million, $247.2 million lower than December 31, 2014 due to the $172.5 million redemption of the 5.75% convertible debentures and the $69.3 million redemption of the 7.5% convertible debentures, plus costs and interest. See Note 13 to the unaudited condensed consolidated financial statements for additional details on Superior's convertible debentures.

Consolidated net working capital was $242.5 million as at December 31, 2015, a decrease of $22.3 million from net working capital of $264.8 million as at December 31, 2014. The decrease was due primarily to a decline in net working capital requirements at Energy Services resulting from lower commodity prices, offset in part by higher net working capital requirements at CPD related to an increase in U.S. construction activity. Superior's net working capital requirements are financed from its credit facility.

As at December 31, 2015, when calculated in accordance with the credit facility, the consolidated secured debt to compliance EBITDA ratio was 1.6 to 1.0 (December 31, 2014 - 1.2 to 1.0) and the consolidated debt to compliance EBITDA ratio was 2.4 to 1.0 (December 31, 2014 - 1.9 to 1.0). For both of these covenants, convertible debentures are excluded. These ratios are within the requirements of Superior's debt covenants. In accordance with the credit facility, Superior must maintain a consolidated secured debt to compliance EBITDA ratio of not more than 3.0 to 1.0 and not more than 3.5 to 1.0 as a result of acquisitions.

In addition, Superior must maintain a consolidated debt to compliance EBITDA ratio of not more than 5.0 to 1.0, excluding convertible debentures. Superior's total debt to compliance EBITDA ratio was 3.4 to 1.0 as at December 31, 2015. Also, Superior is subject to several distribution tests and the most restrictive stipulates that distributions (including debenture holders and related payments) cannot exceed compliance EBITDA less cash income taxes, plus $35.0 million on a trailing 12-month rolling basis. On a 12-month rolling basis as at December 31, 2015, Superior's available distribution amount was $109.6 million under the above noted distribution test.

On October 30, 2015, US$30 million of notes, issued October 29, 2003 by way of private placement, were repaid in full.

On October 6, 2015, in conjunction with Superior's announcement of the Canexus Acquisition, Standard & Poor's confirmed Superior Plus Corp.'s corporate credit rating as BB and Superior Plus LP's senior secured debt rating as BBB- and Superior Plus LP's senior unsecured debt rating as BB. The outlook for the long-term corporate rating was revised to negative. Also on October 6, 2015, DBRS confirmed Superior Plus Corp.'s corporate credit rating as BB high (under review with negative implications), Superior Plus LP's senior secured rating as BB high (under review with negative implications) and Superior Plus LP's senior unsecured debt rating as BB low (under review with negative implications).

As at December 31, 2015, Superior had an estimated defined benefit pension solvency deficiency of approximately $14.2 million (December 31, 2014 - $12.3 million) and a going concern surplus of approximately $28.0 million (December 31, 2014 - surplus of $22.6 million). Funding requirements required by applicable pension legislation are based upon going concern and solvency actuarial assumptions. These assumptions differ from the going concern actuarial assumptions used in Superior's financial statements. Superior has sufficient liquidity through its existing credit facility and anticipated future operating cash flow to fund this deficiency over the prescribed period.

In the normal course of business, Superior is subject to lawsuits and claims. Superior believes the resolution of these matters will not have a material adverse effect, individually or in the aggregate, on Superior's liquidity, consolidated financial position or results of operations. Superior records costs as they are incurred or when they become determinable.

Shareholders' Capital

The weighted average number of common shares issued and outstanding during the fourth quarter was 135.9 million shares, an increase over the prior year quarter due to the October 2015 issuance of 13.9 million common shares.

As at December 31, 2015 and December 31, 2014, the following common shares and securities convertible into common shares were issued and outstanding:

December 31, 2015 December 31, 2014

(millions)
Convertible
Securities

Shares
Convertible
Securities

Shares
Common shares outstanding 140.6 126.2
5.75% Debentures (1) - - $172.5 9.1
6.00% Debentures (2) $150.0 9.9 $150.0 9.9
7.50% Debentures (3) - - $75.0 6.6
6.00% Debentures (4) $97.0 5.8 $97.0 5.8
Shares outstanding and issuable upon conversion of Debentures 156.3 157.6
(1) Convertible at $19.00 per share. Redeemed in June, 2015.
(2) Convertible at $15.10 per share.
(3) Convertible at $11.35 per share. Redeemed in December, 2015.
(4) Convertible at $16.75 per share.

Dividends Paid to Shareholders

Dividends paid to Superior's shareholders depend on its cash flow from operating activities with consideration for Superior's changes in working capital requirements, investing activities and financing activities. See "Summary of Adjusted Operating Cash Flow" and "Summary of Cash Flow" for additional details.

On October 30, 2014, Superior announced the monthly dividend will be increased by 20% to $0.06 per share or $0.72 per share on an annualized basis from the previous dividend of $0.05 or $0.60 per share on an annualized basis. Dividends paid to shareholders for 2015 were $92.8 million (before DRIP proceeds of $nil) or $0.72 per share compared to $77.0 million or $0.62 per share in 2014. Dividends paid to shareholders increased by $15.8 million due primarily to the higher dividend and a higher number of shares outstanding associated with the equity offering completed on October 28, 2015. See "Debt Management Update" for further details. Dividends to shareholders are declared at the discretion of Superior's Board of Directors.

Dividend Reinvestment Program

On October 29, 2015, Superior's Board of Directors approved the reinstatement of the Dividend Reinvestment Program and Optional Share Purchase Program ("DRIP") commencing with the payment of the December 2015 dividend paid on January 15, 2016. Proceeds from the DRIP will be used for debt reduction and general corporate purposes. The DRIP will provide Superior's shareholders with the opportunity to reinvest their cash dividends in Superior at a 4% discount to the market price of Superior's common shares.

Share Offering

On October 6, 2015, Superior announced that it had entered into an agreement with a syndicate of underwriters co-led by National Bank Financial Inc. and JP Morgan Securities Canada Inc., under which the underwriters agreed to purchase from Superior and sell to the public 12,077,300 common shares of Superior (the "Common Shares") at price of $10.35 per share (the "Offer Price") for gross proceeds of $125 million (the "Offering"). Superior granted the underwriters an option to purchase, in whole or in part, up to an additional 1,811,595 Common Shares at the Offer Price to cover over-allotments. On October 28, 2015 Superior closed the issue of 13.9 million common shares at a price of $10.35 per common share. The net proceeds for the issue including the full exercise of the over-allotment option granted to the underwriters, issue costs and commissions are approximately $137.4 million. Proceeds from the Offering were used to reduce indebtedness under Superior's credit facility and for general corporate purposes. The indebtedness was incurred in the normal course of business to fund capital expenditures and working capital requirements.

Summary of Cash Flow

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

Three months ended
December 31
Twelve months ended
December 31
(millions of dollars) 2015 2014 2015 2014
Cash flow from (used in) operating activities 18.6 28.8 261.4 237.8
Investing activities(1):
Purchase of property, plant and equipment (33.1 ) (34.1 ) (95.2 ) (100.1 )
Proceeds from finance lease arrangement termination - - - 8.2
Proceeds on disposal of property, plant and equipment and intangible assets 0.9 0.7 2.3 6.6
Acquisitions - - (1.6 ) -
Cash flow used in investing activities (32.2 ) (33.4 ) (94.5 ) (85.3 )
Financing activities:
Net (repayment) proceeds of revolving term bank credits and other debt 11.9 (145.9 ) 89.1 (223.1 )
Redemption of 5.75% convertible debentures - - (172.5 ) -
Redemption of 7.50%% convertible debentures (69.3 ) - (69.3 ) -
Proceeds from issuance of 6.50% senior unsecured notes - 200.0 - 200.0
Issuance costs incurred for 6.50% senior unsecured notes - (4.4 ) - (4.4 )
Repayment of senior secured notes (39.5 ) (33.4 ) (39.5 ) (33.4 )
Repayment of finance lease obligations (5.8 ) (5.5 ) (23.9 ) (20.4 )
Proceeds from issuance of common shares 143.8 - 143.8 -
Issue costs on issuance of common shares (6.4 ) - (6.4 ) -
Dividends paid to shareholders (24.5 ) (20.2 ) (92.8 ) (77.0 )
Cash flow (used in) from financing activities 10.2 (9.4 ) (171.5 ) (158.3 )
Net (decrease) increase in cash and cash equivalents (3.4 ) (14.0 ) (4.6 ) (5.8 )
Cash and cash equivalents, beginning of period 3.1 16.7 3.1 8.3
Effect of translation of foreign currency-denominated cash and cash equivalents 0.3 0.4 1.5 0.6
Cash and cash equivalents, end of period - 3.1 - 3.1
(1) See "Consolidated Capital Expenditure Summary" for additional details.

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.

As at December 31, 2015, Superior had hedged approximately 89% of its estimated U.S. dollar exposure for 2016, and due to the hedge position, a change in the Canadian to U.S, dollar exchange rate for 2016 would not have a material impact to Superior. A summary of Superior's U.S. dollar forward contracts for 2016 and beyond is provided in the table below.

(US$ millions except exchange rates) 2016 2017 2018 2019 2020 Total
Net US$ forward sales 187.4 146.3 96.0 48.0 - 477.7
Net average external US$/CDN$ exchange rate 1.10 1.14 1.20 1.20 - 1.14

Superior's foreign currency hedge contracts for the 2016 fiscal year were entered into in prior years when the Canadian dollar was stronger relative to the U.S. dollar. Beginning in 2016, lower value foreign currency contracts expire and Superior's effective U.S. exchange rate is expected to improve.

For additional details on Superior's financial instruments, including the amount and classification of gains and losses recorded in Superior's fourth 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 14 to the unaudited condensed consolidated financial statements.

Changes in Controls over Financial Reporting

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

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

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

Critical Accounting Policies and Estimates

Superior's unaudited condensed consolidated financial statements have been prepared in accordance with IFRS. The significant accounting policies are described in the unaudited condensed consolidated financial statements for the period ended December 31, 2015. Certain of these accounting policies, as well as estimates made by management in applying such policies, are recognized as critical because they require management to make subjective or complex judgments about matters that are inherently uncertain. Our critical accounting estimates relate to the allowance for doubtful accounts, employee future benefits, deferred income tax assets and liabilities, the valuation of derivatives and non-financial derivatives and asset impairments and the assessment of potential provision retirement obligations.

Recent Accounting Pronouncements

Certain mandatory new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or International Financial Reporting Interpretations Committee (IFRIC) effective for accounting periods beginning on or after January 1, 2015. The affected standards applicable to Superior are as follows:

IAS 19 - Defined Benefit Plans: Employee Contributions

The amendments to IAS 19 clarify how an entity should account for contributions made by employees or third parties to defined benefit plans, based on whether those contributions are dependent on the employee's number of years of service. For contributions that are independent of the number of years of services, the entity may either recognize the contributions as a reduction in the service cost in the period in which the related service is rendered, or attribute them to the employee's periods of service using the projected unit credit method; whereas for contributions that are dependent on the number of years of service, the entity is required to attribute them to the employee's period of service. This standard must be applied for accounting periods beginning on or after July 1, 2014, with earlier adoption permitted. Superior adopted these IAS 19 amendments on January 1, 2015 with no material impact to financial results and financial position.

New and revised IFRS standards not yet effective

IFRS 9 - Financial Instruments: Classification and Measurement

IFRS 9 was issued in November 2009 and is intended to replace IAS 39 - Financial Instruments: Recognition and Measurement. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. Requirements for financial liabilities were added in October 2010 and they largely carried forward existing requirements in IAS 39 except that fair value changes due to credit risk for liabilities designated at fair value through profit and loss would generally be recorded in other comprehensive income.

A finalized version of IFRS 9 was issued in July 2014 to include impairment requirements for financial assets and limited amendments to the classification and measurement requirements by introducing a fair value through other comprehensive income measurement category for certain simple debt instruments. This standard must be applied for accounting periods beginning on or after January 1, 2018, with earlier adoption permitted. Superior intends to adopt the new standard on the required effective date, and is currently assessing the effect of IFRS 9 on its financial results and financial position. Changes, if any, are not expected to be material.

IFRS 15- Revenue from Contracts with Customers

IFRS 15 was issued in May 2014, establishing a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. IFRS 15 supersedes the current revenue recognition guidance including IAS 18 - Revenue and IAS 11 - Construction Contracts, as well as the related interpretation when it becomes effective. Under IFRS 15, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity is required to recognize revenue when the performance obligation is satisfied. Either a full or modified retrospective application is required for annual periods beginning on or after January 1, 2018 with early adoption permitted. Superior is currently assessing the impact of IFRS 15 and plans to adopt the new standard on the required effective date.

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

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

Non-GAAP Financial Measures

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

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

Adjusted Operating Cash Flow

AOCF is equal to cash flow from operating activities as defined by IFRS, adjusted for changes in non-cash working capital, other expenses, non-cash interest expense, current income taxes and finance costs. Superior may deduct or include additional items in its calculation of AOCF; these items would generally, but not necessarily, be items of a non-recurring nature. AOCF is the main performance measure used by management and investors to evaluate Superior's performance. AOCF represents cash flow generated by Superior that is available for, but not necessarily limited to, changes in working capital requirements, investing activities and financing activities of Superior.

The seasonality of Superior's individual quarterly results must be assessed in the context of annualized AOCF. Adjustments recorded by Superior as part of its calculation of AOCF include, but are not limited to, the impact of the seasonality of Superior's businesses, principally the Energy Services segment, by adjusting for non-cash working capital items, thereby eliminating the impact of the timing between the recognition and collection/payment of Superior's revenues and expenses, which can differ significantly from quarter to quarter. Adjustments are also made to reclassify the cash flow related to natural gas and electricity customer contract-related costs in a manner consistent with the income statement's recognition of these costs.

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 Financial Discussion, 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 16 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.

Quarterly Financial and Operating Information
GAAP Measures
(millions of dollars except per share amounts) 2015 Quarters 2014 Quarters(2)
Fourth Third Second First Fourth Third Second First
Revenues 813.9 750.2 743.9 1,006.6 956.8 841.4 895.4 1,282.3
Gross profit 241.1 190.4 192.8 289.7 247.5 188.4 196.0 290.2
Net (loss) earnings 31.6 (36.2) 40.9 (9.8) 43.3 (42.4) 5.9 50.1
Per share, basic $0.23 $(0.29) $0.32 $(0.08) $0.34 $(0.34) $0.05 $0.40
Per share, diluted $0.19 $(0.32) $0.25 $(0.08) $(0.09) $(0.34) $(0.02) $0.34
Net working capital (1) (millions of dollars) 242.5 196.4 247.9 273.6 264.8 225.1 248.9 345.8
(1) Net working capital reflects amounts as at the quarter-end and is comprised of trade and other receivables, prepaid expenses and inventories, less trade and other payables, deferred revenue, and dividends and interest payable.
(2) The first and second quarters of 2014 have been adjusted and include the impact of the first and second quarter 2014 adjustments as disclosed in the June 30, 2015 MD&A.
Non-GAAP Measures
(millions of dollars except per share amounts) 2015 Quarters 2014 Quarters(1)
Fourth Third Second First Fourth Third Second First
Adjusted operating cash flow 63.1 25.6 23.3 95.2 85.6 22.7 23.2 95.9
Per share, basic $0.47 $0.20 $0.18 $0.75 $0.68 $0.18 $0.18 $0.76
Per share, diluted $0.47 $0.20 $0.18 $0.73 $0.66 $0.18 $0.18 $0.73
Adjusted operating cash flow before restructuring and other costs
73.1
25.6 23.3 95.2
85.8
22.7 32.5 97.7
Per share, basic $0.54 $0.20 $0.18 $0.75 $0.68 $0.18 $0.26 $0.76
Per share, diluted $0.54 $0.20 $0.18 $0.73 $0.66 $0.18 $0.26 $0.75
(1) The first and second quarters of 2014 have been adjusted and include the impact of the first and second quarter 2014 adjustments as disclosed in the June 30, 2015 MD&A.
Volumes
2015 Quarters 2014 Quarters
Fourth Third Second First Fourth Third Second First
Canadian propane sales volumes (millions of litres) 315
209

228

424

377

230

255

454
U.S. refined fuels sales volumes (millions of litres) 390
342

338

494

407

335

347

492
Natural gas sales volumes (millions of GJs) 4.1 4.6 4.7 4.7 4.5 4.2 4.7 4.6
Electricity sales volumes (millions of KwH) 153.3 169.6 145.1 142.9 136.9 138.9 156.5 244.4
Chemical sales volumes (thousands of metric tonnes) 216
217

195

223

231

224

232
223
Reconciliation of Net Earnings before Income Taxes to EBITDA from Operations (1)(2)
For the three months ended December 31, 2015 Energy
Services
Specialty
Chemicals
Construction Products
Distribution
Net earnings (loss) before income taxes 33.2 (0.9 ) 11.9
Add: Depreciation included in selling, distribution and administrative costs and amortization of intangible assets 15.1 2.2
Depreciation included in cost of sales 19.1
Realized losses (gains) on foreign currency hedging contracts 3.1 11.7 1.5
Losses (gains) on disposal of assets (0.1 ) 1.0
Customer contract related costs (0.1 )
Finance expense 0.9 0.3 0.3
Unrealized losses on derivative financial instruments 1.6 1.3
EBITDA from operations 53.7 32.5 15.9
For the three months ended December 31, 2014 Energy
Services
Specialty
Chemicals
Construction Products
Distribution
Net earnings before income taxes 5.8 8.4 9.5
Add: Depreciation included in selling, distribution and administrative costs and amortization of intangible assets 13.1

1.6
Depreciation included in cost of sales 14.5
Realized losses (gains) on foreign currency hedging contracts 1.0 4.6 0.4
Losses on disposal of assets 0.7 0.8
Customer contract related costs (0.3 )
Restructuring and other costs (0.1 ) 0.3
Finance expense 1.2 0.2 0.2
Unrealized losses on derivative financial instruments 38.6 4.7
EBITDA from operations 60.0 33.2 12.0
For the twelve months ended December 31, 2015 Energy
Services
Specialty
Chemicals
Construction Products
Distribution
Net Earnings before income taxes 123.4 8.0 34.9
Add: Depreciation included in selling, distribution and administrative costs and amortization of intangible assets 55.6 7.5
Depreciation included in cost of sales 63.8
Realized losses (gains) on foreign currency hedging contracts 7.7 40.0 4.6
Losses on disposal of assets 0.9 1.2
Customer contract-related costs (0.8 )
Finance expense 2.9 0.9 0.9
Unrealized losses (gains) on derivative financial instruments (19.8 ) 3.5
EBITDA from operations 169.9 117.4 47.9
For the twelve months ended December 31, 2014 Energy
Services
Specialty
Chemicals
Construction Products
Distribution
Net Earnings before income taxes 75.2 53.0 27.2
Add: Depreciation included in selling, distribution and administrative costs and amortization of intangible assets
45.2


6.5
Depreciation included in cost of sales 50.0
Realized losses (gains) on foreign currency hedging contracts 2.9 13.4 1.2
(Gains) losses on disposal of assets (3.6 ) 0.8 0.1
Customer contract-related costs (1.3 )
Restructuring and other costs 11.0 0.3
Finance expense 3.3 1.0 0.7
Unrealized losses on derivative financial instruments 33.6 5.4
EBITDA from operations 166.3 123.6 36.0
(1) See the unaudited condensed consolidated financial statements for net earnings before income taxes, amortization of property, plant and equipment, intangible assets, amortization included in cost of sales, depreciation included in cost of sales, customer contract-related costs and unrealized (losses) gains on derivative financial instruments.
(2) Divisional results exclude realized gains (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" for additional details.
Reconciliation of Segmented Revenue, Cost of Sales and Cash Operating and Administrative Costs included in this Financial Discussion
For the three months ended
December 31, 2015
For the three months ended
December 31, 2014
(millions of dollars) Energy
Services
Specialty
Chemicals
Construction
Products
Distribution
Energy
Services
Specialty
Chemicals
Construction
Products
Distribution
Revenue per financial statements 414.8 157.0 242.1 568.9 168.1 219.8
Foreign currency gains related to working capital 1.7 2.3
Realized losses (gains) on foreign currency hedging contracts 11.7 1.5 4.6 0.4
Revenue per the Financial Discussion 414.8 170.4 243.6 568.9 175.0 220.2
Cost of products sold per financial statements (278.6 ) (115.2 ) (179.0 )
(428.8
)
(115.9
)
(164.6
)
Depreciation included in cost of sales 19.1 14.5
Realized losses (gains) on foreign currency hedging contracts 3.1 1.0
Cost of products sold per the Financial Discussion (275.5 ) (96.1 ) (179.0 ) (427.8 ) (101.4 ) (164.6 )
Gross profit 139.3 74.3 64.6 141.1 73.6 55.6
Cash selling, distribution and administrative costs per financial statements (100.5 ) (41.1 ) (50.9 ) (94.5 ) (38.9 ) (43.9 )
Depreciation and amortization 15.1 2.2 13.1
(Gains) losses on disposal of assets (0.1 ) 1.0 0.7 0.8
Customer contract related costs (0.1 ) (0.3 )
Restructuring costs (0.1 ) 0.3
Foreign currency gains related to working capital (1.7 ) (2.3 )
Cash operating and administrative costs per the Financial Discussion (85.6 ) (41.8 ) (48.7 ) (81.1 ) (40.4 ) (43.6 )
(1) Divisional results exclude realized gains (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" for additional details.
Reconciliation of Segmented Revenue, Cost of Sales and Cash Operating and Administrative Costs included in this Financial Discussion
(millions of dollars) For the twelve months ended
December 31, 2015
For the twelve months ended
December 31, 2014
Energy
Services
Specialty
Chemicals
Construction
Products
Distribution
Energy
Services
Specialty
Chemicals
Construction
Products
Distribution
Revenue per financial statements 1,743.3 622.9 948.4 2,481.2 654.5 840.2
Foreign currency gains related to working capital 11.3 4.8
Realized losses (gains) on foreign currency hedging contracts 40.0 4.6 13.4 1.2
Revenue per the Financial Discussion 1,743.3 674.2 953.0 2,481.2 672.7 841.4
Cost of products sold per financial statements (1,234.3 ) (455.1 ) (711.2 )
(1,977.0
)
(444.2
)
(632.6
)
Depreciation included in cost of sales 63.8 50.0
Realized losses (gains) on foreign currency hedging contracts 7.7 2.9
Cost of products sold per the Financial Discussion (1,226.6 ) (391.3 ) (711.2 ) (1,974.1 ) (394.2 ) (632.6 )
Gross profit 516.7 282.9 241.8 507.1 278.5 208.8
Cash selling, distribution and administrative costs per financial statements (402.5 ) (155.4 ) (201.4 )
(392.1
)
(150.9
)
(178.1
)
Depreciation and amortization 55.6 7.5 45.2 4.9
(Gains) losses on disposal of assets 0.9 1.2 (3.6 ) 0.8 0.1
Customer contract related costs (0.8 ) (1.3 )
Restructuring costs 11.0 0.3
Foreign currency gains related to working capital (11.3 ) (4.8 )
Cash operating and administrative costs per the Financial Discussion (346.8 ) (165.5 ) (193.9 ) (340.8 ) (154.9 ) (172.8 )
(1) Revenue, gross profit and EBITDA from operations excludes realized gains (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" for additional details.

Risk Factors to Superior

The risks factors and uncertainties detailed below are a summary of Superior's assessment of its material risk factors as detailed in Superior's 2015 Annual Information Form under "Risk Factors" which is filed on the Canadian Securities Administrators' website, www.sedar.com, and on Superior's website, www.superiorplus.com.

General risks to Superior are as follows:

Cash Dividends to Shareholders are Dependent on the Performance of Superior LP

Superior depends entirely on the operations and assets of Superior LP. Superior's ability to make dividend payments to its shareholders depends on Superior LP's ability to make distributions on its outstanding limited partnership units, as well as on the operations and business of Superior LP.

There is no assurance regarding the amount of cash to be distributed by Superior LP or generated by Superior LP and, therefore, there is no assurance regarding funds available for dividends to shareholders. The amount distributed in respect of the limited partnership units will depend on a variety of factors including, without limitation, the performance of Superior LP's operating businesses, the effect of acquisitions or dispositions on Superior LP, and other factors that may be beyond the control of Superior LP or Superior. In the event significant sustaining capital expenditures are required by Superior LP or the profitability of Superior LP declines, there would be a decrease in the amount of cash available for dividends to shareholders and such decrease could be material.

Superior's dividend policy and the distribution policy of Superior LP are subject to change at the discretion of the Board of Directors of Superior or the Board of Directors of Superior General Partner Inc., the general partner of Superior LP, as applicable. Superior's dividend policy and the distribution policy of Superior LP are also limited by contractual agreements including agreements with lenders to Superior and its affiliates and by restrictions under corporate law.

Additional Shares

If the Board of Directors of Superior decides to issue additional common shares, preferred shares or securities convertible into common shares, existing shareholders may suffer significant dilution.

Tax Reassessments

On April 2, 2013, Superior received, from the CRA, Notices of Reassessment for Superior's 2009 and 2010 taxation years reflecting the CRA's intent to challenge the tax consequences of the Conversion. The CRA's position is based on the acquisition of control rules and the general anti-avoidance rules in the Income Tax Act (Canada). On May 8, 2013 and August 7, 2013, respectively, Superior filed a Notice of Objection and a Notice of Appeal with respect to the Notices of Reassessment received on April 2, 2013. Superior has been reassessed for subsequent taxation years by the CRA and the provincial tax agencies and has filed a Notice of Objection for each Notice of Assessment received. The outcome of this litigation cannot be predicted with any certainty.

Superior anticipates that if the case proceeds in the Tax Court of Canada, the case could be heard within two years, with a decision rendered six to twelve months after completion of the court hearings. If a decision of the Tax Court of Canada were to be appealed, the appeal process could reasonably be expected to take an additional two years. If Superior receives a positive decision then any taxes, interest and penalties paid to the CRA will be refunded plus interest and, if Superior is unsuccessful, then any remaining taxes payable plus interest and penalties will have to be remitted and Superior would not be able to use the tax attributes from the Conversion.

Superior remains confident in the appropriateness of its tax filing position and the expected tax consequences of the conversion and currently intends to vigorously defend such position. Superior also strongly believes that there was no acquisition of control of Ballard and that the general anti-avoidance rule does not apply to the conversion and, accordingly, Superior intends to file its future tax returns on a basis consistent with its view of the outcome of the conversion.

Upon receipt of the Notices of Reassessment, 50% of the reassessed taxes payable must be remitted to the CRA and the provincial tax agencies. Superior would also be required to make a payment of 50% of the taxes the CRA and the provincial tax agencies claims are owed in any future tax year if similar notice of reassessment for such years were issued and Superior were to appeal such other years. See "CRA Income Tax Update" for further details on the amounts paid and estimated amounts payable.

Access to Capital

The credit facilities and U.S. notes of Superior LP contain covenants that require Superior LP to meet certain financial tests and that restrict, among other things, the ability of Superior LP to incur additional debt, dispose of assets or pay dividends/distributions in certain circumstances. These restrictions may preclude Superior LP from returning capital or making distributions on the limited partnership units.

The payout by Superior LP of substantially all of its available cash flow means that capital expenditures to fund growth opportunities can only be made in the event that other sources of financing are available. Lack of access to such additional financing could limit the future growth of the business of Superior LP and, over time, have a material adverse effect on the amount of cash available for dividends to shareholders.

To the extent that external sources of capital, including public and private markets, become limited or unavailable, Superior's and Superior LP's ability to make the necessary capital investments to maintain or expand the current business and to make necessary principal payments and debenture redemptions under its term credit facilities may be impaired.

Interest Rates

Superior maintains substantial floating interest rate exposure through a combination of floating interest rate borrowing and the use of derivative instruments. Demand levels for approximately half of Energy Services' sales and substantially all of Specialty Chemicals' and Construction Products Distribution's sales are affected by general economic trends. Generally speaking, when the economy is strong, interest rates increase, as does demand from Superior's customers, thereby increasing Superior's sales and its ability to pay higher interest costs, and vice-versa. In this way, there is a common relationship among economic activity levels, interest rates and Superior's ability to pay higher or lower rates. Increased interest rates, however, will affect Superior's borrowing costs, which may have an adverse effect on Superior.

Foreign Exchange Risk

A portion of Superior's net cash flow is denominated in U.S. dollars. Accordingly, fluctuations in the Canadian/U.S. dollar exchange rate can affect profitability. Superior attempts to mitigate this risk with derivative financial instruments.

Changes in Legislation and Expected Tax Profile

There can be no assurance that income tax laws in the numerous jurisdictions in which Superior operates will not be changed, interpreted or administered in a manner which adversely affects Superior and its shareholders. In addition, there can be no assurance that the CRA (or a provincial tax agency), the U.S. Internal Revenue Service (or a state or local tax agency), or the Chilean Internal Revenue Service (collectively, the "Tax Agencies") will agree with how Superior calculates its income for tax purposes or that these various tax agencies reference herein will not change their administrative practices to the detriment of Superior or its shareholders.

Acquisitions

Pursuant to the terms of the agreements providing for the purchase of assets or businesses, Superior has been and will continue to be provided with certain representations, warranties and indemnities from the respective vendors subject to certain applicable limitations and thresholds and will conduct due diligence prior to completion of such acquisitions. However, if such representations and warranties are inaccurate or limited in applicability or if any liabilities that are discovered exceed such limits or are not covered by the representations, warranties or indemnities, or the applicable vendors default in their obligations or if certain liabilities are not identified in such agreements, Superior could become liable for any such liabilities which may have an adverse effect on Superior. In addition, there may be liabilities or risks that were not discovered in such due diligence investigations which could have an adverse effect on Superior.

Acquiring complementary businesses is often required to optimally execute our business strategy. Services, technologies, key personnel or businesses of companies we acquire may not be effectively assimilated into our business, or our alliances may not be successful. There is also no assurance regarding the completion of a planned acquisition as Superior may be unable to obtain shareholder approval for a planned acquisition or Superior may be unable to obtain government and regulatory approvals required for a planned acquisition, or required government and regulatory approvals may result in delays. There may be penalties associated with not completing a planned acquisition. We also may not be able to successfully complete certain divestitures on satisfactory terms, if at all. Divestitures may reduce our total revenues and net income by more than the sales price.

Acquisition of Canexus

The Acquisition is subject to various regulatory approvals, including approvals under the Competition Act (Canada), the TSX, the Federal Trade Commission's Bureau of Competition, and the fulfillment of certain other closing conditions customary in transactions of this nature. Superior anticipates that the transaction will be completed by mid-2016. The process of review under the Competition Act (Canada) is proceeding as expected, however, there is no certainty as to the outcome of the review. The successful execution and implementation of the Acquisition will require significant effort on the part of management of Superior. Failure to properly execute and implement this transaction or realize the anticipated strategic benefits or operational, competitive and cost synergies could adversely affect the reputation, operations and financial performance of Superior.

Risks to Superior's Segments

Risks associated with the Energy Services business are as follows:

Canadian Propane Distribution and U.S. Refined Fuels

Competition

Propane is sold in competition with other energy sources such as fuel oil, electricity and natural gas, some of which are less costly on an energy-equivalent basis. While propane is usually more cost-effective than electricity, electricity is a major competitor in most areas. Fuel oil is also used as a residential, commercial and industrial source of heat and, in general, is less costly on an equivalent-energy basis, although operating efficiencies, environmental and air quality factors help make propane competitive with fuel oil. Except for certain industrial and commercial applications, propane is generally not competitive with natural gas in areas with natural gas service. Other alternative energy sources such as compressed natural gas, methanol and ethanol are available or could be further developed and could have an impact on the future of the propane industry in general and Canadian propane distribution in particular.

The trend towards increased conservation measures and technological advances in energy efficiency may have a detrimental effect on propane demand and Canadian propane distribution's sales. Demand for traditional propane end-use applications is increasing marginally with general economic growth. However, increases in the cost of propane encourage customers to reduce fuel consumption and to invest in more energy efficient equipment, reducing demand.

Automotive propane demand is currently stabilizing after several years of decline but the decline trend could resume depending on propane pricing, the market's acceptance of propane conversion options and the availability of infrastructure.

Competition in the U.S. refined fuels business' markets generally occurs on a local basis between large, full-service, multi-state marketers and smaller, independent local marketers. Marketers primarily compete based on price and service and tend to operate in close proximity to customers, typically within a 35-mile marketing radius from a central depot, in order to minimize delivery costs and provide prompt service.

Volume Variability, Weather Conditions and Economic Demand

Weather and general economic conditions affect distillates market volumes. Weather influences the immediate demand for distillates, primarily for heating, while longer-term demand declines due to economic conditions as customers trend towards conservation and supplement heating with alternative sources such as wood pellets. Also, harsh weather can create conditions that exacerbate demand for propane, impede the transportation and delivery of propane, or restrict the ability for Superior to obtain propane from its suppliers. Such conditions may also increase Superior's operating costs and may reduce customers' demand for propane, any of which may have an adverse effect on Superior. Spikes in demand caused by weather or other factors can stress the supply chain and hamper Superior's ability to obtain additional quantities of propane. Transportation providers (rail and truck) have limited ability to provide resources in times of extreme peak demand. Changes in propane supply costs are normally passed through to customers, but timing lags (between when Superior purchases the propane and when the customer purchases the propane) may result in positive or negative gross margin fluctuations.

Demand, Supply and Pricing

Superior offers its customers various fixed-price propane and heating oil programs. In order to mitigate the price risk from offering these services, Superior uses its physical inventory position, supplemented by forward commodity transactions with various third parties having terms and volumes substantially the same as its customers' contracts. In periods of high propane price volatility the fixed-price programs create exposure to over or under-supply positions as the demand from customers may significantly exceed or fall short of supply procured. In addition, if propane prices decline significantly subsequent to customers signing up for a fixed-price program, there is a risk that customers will default on their commitments.

Health, Safety and Environment

Superior's operations are subject to the risks associated with handling, storing and transporting propane in bulk. To mitigate risks, Superior has established a comprehensive environmental, health and safety protection program. It consists of an environmental policy, codes of practice, periodic self-audits, employee training, quarterly and annual reporting and emergency prevention and response.

The U.S. refined fuels business, through a centralized safety and environment management system, ensures that safety practices and regulatory compliance are an important part of its business. The storage and delivery of refined fuels pose the risk of spills which could adversely affect the soil and water of storage facilities and customer properties.

Superior's fuel distribution businesses are based and operate in Canada and the United States and, as a result, such operations could be affected by changes to laws, rules or policies which could either be more favourable to competing energy sources or increase compliance costs or otherwise negatively affect the operations of Energy Services in comparison with such competing energy sources. Any such changes could have an adverse effect on the operations of Energy Services.

Employee and Labour Relations

Approximately 19% of Superior's Canadian propane distribution business employees and 5% of U.S. refined fuels distribution business employees are unionized. Collective bargaining agreements are renegotiated in the normal course of business. While labour disruptions are not expected, there is always risk associated with the renegotiation process that could have an adverse impact on Superior.

Fixed-price Energy Services Business

In 2015, Superior decided to cease marketing efforts and allow existing customer contracts to expire with the intention to exit the business. Given the size of the operation, this will not have a material impact to the Energy Services portfolio.

Fixed-Price Offering

Fixed-price energy services purchases natural gas to meet its estimated commitments to its customers based on their historical consumption of gas. Depending on a number of factors, including weather, customer attrition and poor economic conditions affecting commercial customers' production levels, customer natural gas consumption may vary from the volume purchased. This variance must be reconciled and settled at least annually and may require fixed-price energy services to purchase or sell natural gas at market prices, which may have an adverse impact on the results of this business. To mitigate potential balancing risk, fixed-price energy services closely monitors its balancing position and takes measures such as adjusting gas deliveries and transferring gas between pools of customers, minimizing imbalances. The reserve is reviewed monthly to ensure that it is sufficient to absorb any balancing losses.

Supply and Third Party Credit

Fixed-price energy services matches its customers' estimated electricity requirements by entering into electricity swaps. Depending on several factors, including weather, customers' energy consumption may vary from the volumes purchased by fixed-price energy services. Fixed-price energy services is able to invoice existing commercial electricity customers for balancing charges when the amount of energy used is greater or less than the tolerance levels set initially. In certain circumstances, there can be balancing issues for which fixed-price energy services is responsible when customer aggregation forecasts are not realized.

Fixed-price energy services resources its fixed-price term natural gas sales commitments by entering into various physical and financial natural gas and U.S. dollar foreign exchange purchase contracts for similar terms and volumes to create an effective Canadian dollar fixed-price cost of supply. There can be no assurance that any of these counterparties will not default on any of their obligations to Superior. The financial condition of each counterparty is, however, evaluated and credit limits are established to minimize Superior's exposure to this risk. There is also a risk that supply commitments and foreign exchange positions may become mismatched; this is monitored daily, however, in compliance with Superior's risk management policy.

Regulatory

Fixed-price energy services operates in the highly regulated energy industry in Ontario, Quebec, Alberta and British Columbia. Changes to laws could impact this business' operations. As part of the current regulatory framework, local delivery companies are mandated to perform certain services on behalf of fixed-price energy services, including invoicing, collection, assuming specific bad debt risks, and storage and distribution of natural gas. Any elimination or changes to these rules could have a significant adverse effect on the results of this business.

Risks associated with the Specialty Chemicals business are as follows:

Competition

Specialty Chemicals competes with sodium chlorate, chlor-alkali and potassium producers on a worldwide basis. Key competitive factors include price, product quality, logistics capability, reliability of supply, technical capability and service. The end-use markets for products are correlated to the general economic environment and the competitiveness of customers, all of which are outside of the segment's control, along with market pricing for pulp.

Supply Arrangements

Specialty Chemicals has long-term electricity contracts or electricity contracts that renew automatically with power producers in each of the jurisdictions where its plants are located. There is no assurance that Specialty Chemicals will remain able to secure adequate supplies of electricity at reasonable prices or on acceptable terms.

Potassium chloride (KCl) is a major raw material used in the production of potassium hydroxide at the Port Edwards, Wisconsin facility. Substantially all of Specialty Chemicals' KCl is received from Potash Corporation of Saskatchewan. Specialty Chemicals has limited ability to source KCl from additional suppliers.

Foreign Currency Exchange

Specialty Chemicals is exposed to fluctuations in the U.S. dollar and the euro versus the Canadian dollar. Specialty Chemicals manages its exposure to fluctuations between the U.S. dollar and Canadian dollar by entering into hedge contracts with external third parties and internally with other Superior businesses.

Health, Safety and Environment

Specialty Chemicals' operations involve the handling, production, transportation, treatment and disposal of materials that are classified as hazardous and are regulated by environmental, health and safety laws, regulations and requirements. There is potential for the release of highly toxic and lethal substances, including chlorine from a facility or transportation equipment. Equipment failure could result in damage to facilities, death or injury and liabilities to third parties. If at any time the appropriate regulatory authorities deem any of the segment's facilities unsafe, they may order that such facilities be shut down.

Regulatory

Specialty Chemicals' operations and activities in various jurisdictions require regulatory approval for the handling, production, transportation and disposal of chemical products and waste substances. The failure to obtain or comply fully with such applicable regulatory approval may materially adversely affect Specialty Chemicals.

Manufacturing and Production

Specialty Chemicals' production facilities maintain complex process and electrical equipment. The facilities have existed for many years and undergone upgrades and improvements. Routine maintenance is regularly completed to ensure equipment is operated within appropriate engineering and technical requirements. Notwithstanding Specialty Chemicals' operating standards and history of limited downtime, breakdown of electrical transformer or rectifier equipment would temporarily reduce production at the affected facility. Although the segment has insurance to mitigate substantial loss due to equipment outage, Specialty Chemicals' reputation and its ability to meet customer requirements could be harmed by a major electrical equipment failure.

Employee and Labour Relations

Approximately 28% of Specialty Chemicals' employees are unionized. Collective bargaining agreements are renegotiated in the normal course of business. While labour disruptions are not expected, there is always risk associated with the negotiation process that could have an adverse impact on Superior.

Risks associated with the Construction Products Distribution business are as follows:

General Economic Conditions

Activity in the Construction Products Distribution segment is subject to changes in general economic activity and, in particular, residential and non-residential construction. New residential construction is subject to such factors as household income, employment levels, customer confidence, population changes and the local supply of residential units. Residential renovation is not as sensitive to these factors and can provide some balance in the demand for residential construction product distribution. Non-residential activity can be subdivided into commercial, industrial and institutional. New construction in these sectors is subject to many of the same general economic factors as residential activity. In the industrial and institutional subsectors, government and regulatory programs can also have a significant impact on the outlook for product distribution, particularly as related to Superior's insulation businesses. As a result, changes to general economic activity or other factors mentioned above that affect the amount of construction or renovation in residential and non-residential markets can have an adverse effect on the segment's business and Superior.

Competition

Construction Products Distribution competes with other specialty construction distributors servicing the builder/contractor market, in addition to big-box home centres and independent lumber yards. The ability to remain competitive depends on the segment's ability to provide reliable service at competitive prices.

The GSD market is driven largely by residential and non-residential construction. Demand for wall and ceiling building materials is affected by changes in general and local economic factors including demographic trends, employment levels, interest rates, consumer confidence and overall economic growth. These factors in turn affect existing housing sales, new home construction, new non-residential construction, and office/commercial space turnover, all of which are significant factors in determining demand for products and services.

Demand, Supply and Pricing

The C&I market is driven largely by C&I construction spending and economic growth. Demand is influenced by commercial construction and renovation, the construction, maintenance and expansion of industrial process facilities (such as oil refineries, petrochemical plants and power generation facilities) and institutional facilities in the government, healthcare and education sectors.

The distribution of walls and ceilings and C&I products involves risks, including the failure or substandard performance of equipment, human error, natural disasters, suspension of operations and new government statutes, regulations, guidelines or policies. Operations are also subject to various hazards incidental to the handling, processing, storage and transportation of certain hazardous materials, including industrial chemicals. These hazards can result in personal injury including fatalities, damage to and destruction of property and equipment and environmental damage. There can be no assurance that as a result of past or future operations, there will not be claims of injury by employees or members of the public due to exposure, or alleged exposure, to these materials. There can be no assurance as to the actual amount of these liabilities or their timing, if any. The business maintains safe working practices through proper procedures, direction and utilization of equipment such as forklifts, boom trucks, fabrication equipment and carts/dollies. The business handles and stores a variety of construction materials and maintains appropriate material handling compliance programs in accordance with local, state/provincial and federal regulations.

Information Technology System Integration

Construction Products Distribution continues to fully integrate its C&I and GSD enterprise resource planning (ERP) systems. The project will consist of adopting best practice common business processes, and integrating all operations onto a single, standardized ERP system. The updated ERP system will provide enhanced procurement, pricing and operational effectiveness, enabling CPD to further improve margins and operating costs once complete. Business process development in preparation of the implementation is underway. The project is expected to be completed by the end of 2016. Upon full commencement of the project, the scoping, requirements definition, business process definition, design, and testing of the integrated ERP system could take approximately one year with the branch conversions taking place the following year. Implementation problems could result in disruption to the business and/or inaccurate information for management and financial reporting. Risk will be mitigated by a project governance structure, extensive testing and a regionally phased implementation.

Employee and Labour Relations

Approximately 5% of Construction Products Distribution's employees are unionized. Collective bargaining agreements are renegotiated in the normal course of business. While labour disruptions are not expected, there is always risk associated with the negotiation process that could have an adverse impact on the segment and Superior.

SUPERIOR PLUS CORP.
Condensed Consolidated Balance Sheets
December 31 December 31
(unaudited, millions of Canadian dollars) Note 2015 2014
Assets
Current Assets
Cash and cash equivalents - 3.1
Trade and other receivables 5&14 374.4 428.7
Prepaid expenses 59.4 48.2
Inventories 176.6 184.5
Unrealized gains on derivative financial instruments 14 3.5 10.7
Total Current Assets 613.9 675.2
Non-Current Assets
Property, plant and equipment 7 1,016.7 932.2
Intangible assets 21.1 18.7
Goodwill 196.2 194.2
Notes and finance lease receivables 3.4 3.3
Employee future benefits 5.6 3.4
Deferred tax 15 285.5 284.4
Unrealized gains on derivative financial instruments 14 0.5 3.5
Total Non-Current Assets 1,529.0 1,439.7
Total Assets 2,142.9 2,114.9
Liabilities and Equity
Current Liabilities
Trade and other payables 9 349.8 379.0
Deferred revenue 10 9.7 9.1
Borrowing 12 33.0 66.7
Dividends and interest payable 8.4 8.5
Unrealized losses on derivative financial instruments 14 79.4 62.4
Total Current Liabilities 480.3 525.7
Non-Current Liabilities
Borrowing 12 581.8 459.5
Convertible unsecured subordinated debentures 13 234.4 473.8
Other liabilities 11 3.8 1.9
Provisions 8 23.2 22.7
Employee future benefits 26.6 26.2
Deferred tax 15 9.7 8.3
Unrealized losses on derivative financial instruments 14 69.4 46.4
Total Non-Current Liabilities 948.9 1,038.8
Total Liabilities 1,429.2 1,564.5
Equity
Capital 1,930.7 1,788.2
Deficit (1,328.3) (1,261.1)
Accumulated other comprehensive income 111.3 23.3
Total Equity 16 713.7 550.4
Total Liabilities and Equity 2,142.9 2,114.9
See accompanying Notes to the Condensed Consolidated Financial Statements.
SUPERIOR PLUS CORP.
Condensed Consolidated Statement of Changes in Equity
(unaudited, millions of Canadian dollars) Note Share
Capital
Contributed
Surplus (1)
Total
Capital
(1)
Deficit Accumulated
other
comprehensive
income
Total
January 1, 2014 1,786.5 1.4 1,787.9 (1,239.8 ) (7.9 ) 540.2
Net earnings - - - 56.9 - 56.9
Conversion of 7.50% convertible unsecured subordinated debentures 13 0.3 - 0.3 - - 0.3
Dividends declared to shareholders 16 - - - (78.2 ) - (78.2 )
Unrealized foreign currency gain on translation of foreign operations 16 - - - - 36.0 36.0
Actuarial defined benefit gain - - - - (5.6 ) (5.6 )
Reclassification of derivative losses previously deferred - - - - (0.5 ) (0.5 )
Income tax expense on other comprehensive income - - - - 1.3 1.3
December 31, 2014 1,786.8 1.4 1,788.2 (1,261.1 ) 23.3 550.4
Net earnings - - - 26.5 - 26.5
Conversion of 7.50% convertible unsecured subordinated debentures 13 5.2 (0.2 ) 5.0 - - 5.0
Dividends declared to shareholders 16 - - - (93.7 ) - (93.7 )
Common shares issued 16 137.5 - 137.5 - - 137.5
Unrealized foreign currency gain on translation of foreign operations 16 - - - - 86.5 86.5
Actuarial defined benefit gain - - - - 2.4 2.4
Reclassification of derivative losses previously deferred - - - - (0.2 ) (0.2 )
Income tax expense on other comprehensive income - - - - (0.7 ) (0.7 )
December 31, 2015 1,929.5 1.2 1,930.7 (1,328.3 ) 111.3 713.7
(1) Contributed surplus represents Superior's equity reserve for the option value associated with the issuance of convertible unsecured subordinated debentures and warrants.
See accompanying Notes to the Condensed Consolidated Financial Statements.
SUPERIOR PLUS CORP.
Condensed Consolidated Statement of Net Earnings and Total Comprehensive Income
Three months ended
December 31
Twelve months ended
December 31
(unaudited, millions of Canadian dollars except per share amounts) Note 2015 2014 2015 2014
Revenues 19 813.9 956.8 3,314.6 3,975.9
Cost of sales (includes products & services) 19 (572.8 ) (709.3 ) (2,400.6 ) (3,053.8 )
Gross profit 241.1 247.5 914.0 922.1
Expenses
Selling, distribution and administrative costs 19 (209.4 ) (182.8 ) (790.6 ) (744.7 )
Finance expense 19 (12.3 ) (10.7 ) (56.3 ) (52.7 )
Unrealized gains (losses) on derivative financial instruments 14 2.9 (12.7 ) (39.8 ) (52.0 )
(218.8 ) (206.2 ) (886.7 ) (849.4 )
Net (loss) earnings before income taxes 22.3 41.3 27.3 72.7
Income tax recovery (expense) 15 9.3 2.0 (0.8 ) (15.8 )
Net (loss) earnings 31.6 43.3 26.5 56.9
Net (loss) earnings 31.6 43.3 26.5 56.9
Other comprehensive income:
Unrealized foreign currency gains on translation of foreign operations 16 18.0 15.4 86.5 36.0
Actuarial defined benefit gains (loss) 16 1.8 1.2 2.4 (5.6 )
Reclassification of derivative losses previously deferred 16 (0.2 ) (0.5 ) (0.2 ) (0.5 )
Income tax (expense) recovery on other comprehensive income 15 (0.6 ) (0.5 ) (0.7 ) 1.3
Other comprehensive income for the period 19.0 15.6 88.0 31.2
Total comprehensive income for the period 50.6 58.9 114.5 88.1
Net (loss) earnings per share
Basic 17 $0.23 $0.34 $0.20 $0.45
Diluted 17 $0.19 $(0.03 ) $0.20 $0.41
See accompanying Notes to the Condensed Consolidated Financial Statements.
SUPERIOR PLUS CORP.
Condensed Consolidated Statement of Cash Flows
Three months ended
December 31
Twelve months ended
December 30
(unaudited, millions of Canadian dollars) Notes 2015 2014 2015 2014
OPERATING ACTIVITIES
Net earnings for the period 31.6 43.3 26.5 56.9
Adjustments for:
Depreciation included in selling, distribution and administrative costs 7 15.2 12.8 56.4 47.2
Amortization of intangible assets 2.1 1.9 7.1 4.9
Depreciation included in cost of sales 7 19.1 14.5 63.8 50.0
Gain on sale of customer list - - (0.3 ) (3.7 )
Loss on disposal of assets 0.9 1.5 2.4 1.0
Unrealized (gains) losses on derivative financial instruments 14 (2.9 ) 12.7 39.8 52.0
Customer contract-related costs - (0.2 ) (0.8 ) (1.3 )
Finance expense recognized in net earnings 12.3 10.7 56.3 52.7
Income tax (recovery) expense recognized in net earnings (9.3 ) (2.0 ) 0.8 15.8
(Decrease) increase in non-cash operating working capital 18 (21.4 ) (44.9 ) 87.5 16.6
Net cash flows from operating activities 47.6 50.3 339.5 292.1
Income taxes paid (7.2 ) - (24.2 ) (2.4 )
Interest paid (21.8 ) (21.5 ) (53.9 ) (51.9 )
Cash flows from operating activities 18.6 28.8 261.4 237.8
INVESTING ACTIVITIES
Purchase of property, plant and equipment 7 (33.1 ) (34.1 ) (95.2 ) (100.1 )
Proceeds from finance lease arrangement termination - - - 8.2
Proceeds from disposal of property, plant and equipment and intangible assets 7 0.9 0.7 2.3 6.6
Acquisitions 4 - - (1.6 ) -
Cash flows used in investing activities (32.2 ) (33.4 ) (94.5 ) (85.3 )
FINANCING ACTIVITIES
Net proceeds (repayment) of revolving term bank credits and other debt 11.9 (145.9 ) 89.1 (223.1 )
Redemption of 5.75% convertible debentures 13 - - (172.5 ) -
Redemption of 7.50% convertible debentures 13 (69.3 ) - (69.3 ) -
Proceeds from issuance of 6.50% senior unsecured notes 12 - 200.0 - 200.0
Issuance costs incurred for 6.50% senior unsecured notes - (4.4 ) - (4.4 )
Repayment of senior secured notes 12 (39.5 ) (33.4 ) (39.5 ) (33.4 )
Repayment of finance lease obligations (5.8 ) (5.5 ) (23.9 ) (20.4 )
Proceeds from issuance of common shares 16 143.8 - 143.8 -
Issuance costs for common shares (6.4 ) - (6.4 ) -
Dividends paid to shareholders 16 (24.5 ) (20.2 ) (92.8 ) (77.0 )
Cash flows used in financing activities 10.2 (9.4 ) (171.5 ) (158.3 )
Net decrease in cash and cash equivalents (3.4 ) (14.0 ) (4.6 ) (5.8 )
Cash and cash equivalents, beginning of period 3.1 16.7 3.1 8.3
Effect of translation of foreign currency-denominated cash and cash equivalents 0.3 0.4 1.5 0.6
Cash and cash equivalents, end of period - 3.1 - 3.1
See accompanying Notes to the Condensed Consolidated Financial Statements.

Notes to the Unaudited Condensed Consolidated Financial Statements

(unaudited, tabular amounts in millions of Canadian dollars, except per share amounts)

1. Organization

Superior Plus Corp. (Superior) is a diversified business corporation, incorporated under the Canada Business Corporations Act. The registered office is at suite 401, 200 Wellington Street West, Toronto, Ontario. Superior holds 100% of Superior Plus LP (Superior LP), a limited partnership formed between Superior General Partner Inc. as general partner and Superior as limited partner. Superior holds 100% of the interest of Superior General Partner Inc. Superior does not conduct active business operations but rather distributes to shareholders a portion of the income it receives from Superior Plus LP in the form of partnership allocations, net of expenses and interest payable on the convertible unsecured subordinated debentures (the debentures). Superior's investments in Superior Plus LP are financed by share capital and debentures. Superior is a publicly traded company with its common shares trading on the Toronto Stock Exchange (TSX) under the exchange symbol SPB.

The accompanying unaudited condensed consolidated financial statements (consolidated financial statements) of Superior as at December 31, 2015 and the three and twelve months ended December 31, 2015 and 2014 were authorized for issuance by the Board of Directors on February 18, 2016.

Reportable Operating Segments

Superior operates three distinct reportable operating segments: Energy Services, Specialty Chemicals and Construction Products Distribution. Superior's Energy Services' operating segment provides distribution, wholesale procurement and related services in relation to propane, heating oil and other refined fuels under the following: Canadian propane division and U.S. refined fuels division. Energy Services also provides fixed-price natural gas and electricity supply services under Superior Energy Management. Specialty Chemicals is a leading supplier of sodium chlorate and technology to the pulp and paper industries and a regional supplier of potassium and chloralkali products in the U.S. Midwest. Construction Products Distribution is one of the largest distributors of commercial and industrial insulation in North America and distributor of specialty construction products to the walls and ceilings industry in Canada (See Note 21).

2. Basis of Presentation

The accompanying consolidated financial statements were prepared in accordance with International Accounting Standard 34 Interim Financial Reporting (IAS 34) as issued by the International Accounting Standards Board (IASB) using the accounting policies Superior adopted in its annual consolidated financial statements as at and for the year ended December 31, 2014 other than the standards adopted as at January 1, 2015. The accounting policies are based on the International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretations Committee (IFRIC) interpretations that were applicable at that time. These accounting policies have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently throughout the consolidated entities.

The consolidated financial statements are presented in Canadian dollars, Superior's functional currency. All financial information presented in Canadian dollars has been rounded to the nearest hundred-thousand. These consolidated financial statements should be read in conjunction with Superior's 2015 annual consolidated financial statements.

The consolidated financial statements were prepared on the historical cost basis except for certain financial instruments that are measured at fair value as explained in Superior's 2015 annual consolidated financial statements and incorporate the accounts of Superior and its wholly-owned subsidiaries. Subsidiaries are all entities over which Superior has the power to govern the financial and operating policies generally accompanying a shareholding of more than one-half of the voting rights. The results of subsidiaries are included in Superior's statement of net earnings from date of acquisition or, in the case of disposals, up to the effective date of disposal. All transactions and balances between Superior and Superior's subsidiaries are eliminated upon consolidation. Superior's subsidiaries are all wholly owned directly or indirectly by Superior Plus Corp.

Significant Accounting Policies

(a) Significant Accounting Judgments, Estimates and Assumptions

The preparation of Superior's consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, net earnings and related disclosure. The estimates and associated assumptions are based on historical experience and various other factors deemed reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The areas involving a higher degree of judgment or complexity, or where assumptions and estimates are significant to the financial statements are consistent with those disclosed in Superior's 2015 annual consolidated financial statements.

(b) Recent Accounting Pronouncements

Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or IFRIC that are mandatory for accounting periods beginning January 1, 2015 or later periods. The affected standards are consistent with those disclosed in Superior's 2015 annual consolidated financial statements.

New and revised IFRS standards issued but not yet effective

IFRS 9 - Financial Instruments: Classification and Measurement

IFRS 9 was issued in November 2009 and is intended to replace IAS 39 - Financial Instruments: Recognition and Measurement. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. Requirements for financial liabilities were added in October 2010 and they largely carried forward existing requirements in IAS 39 except that fair value changes due to credit risk for liabilities designated at fair value through profit and loss would generally be recorded in other comprehensive income.

A finalized version of IFRS 9 was issued in July 2014 to include impairment requirements for financial assets and limited amendments to the classification and measurement requirements by introducing a fair value through other comprehensive income measurement category for certain simple debt instruments. This standard must be applied for accounting periods beginning on or after January 1, 2018, with earlier adoption permitted. Superior intends to adopt the new standard on the required effective date, and is currently assessing the effect of IFRS 9 on its financial results and financial position. Changes, if any, are not expected to be material.

IFRS 15- Revenue from Contracts with Customers

IFRS 15 was issued in May 2014, establishing a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. IFRS 15 supersedes the current revenue recognition guidance including IAS 18 - Revenue and IAS 11 - Construction Contracts, as well as the related interpretation when it becomes effective. Under IFRS 15, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity is required to recognize revenue when the performance obligation is satisfied. Either a full or modified retrospective application is required for annual periods beginning on or after January 1, 2018 with early adoption permitted. Superior is currently assessing the impact of IFRS 15 and plans to adopt the new standard on the required effective date.

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

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

3. Seasonality of Operations

Energy Services

Sales typically peak in the first quarter when approximately one-third of annual propane and other refined fuels sales volumes and gross profits are generated due to the demand from heating end-use customers. They then decline through the second and third quarters, rising seasonally again in the fourth quarter with heating demand. Similarly, net working capital is typically at seasonal highs during the first and fourth quarters, and normally declines to seasonal low in the second and third quarters. Net working capital is also significantly influenced by wholesale propane prices and other refined fuels.

Construction Products Distribution

Sales typically peak during the second and third quarters with the seasonal increase in building and renovation activities. They then decline through the fourth quarter and into the subsequent first quarter. Similarly, net working capital is typically at seasonally high levels during the second and third quarters, and normally decline to seasonal lows in the fourth and first quarters.

4. Acquisitions

On April 1, 2015, Superior acquired the assets of Warner's Gas Service Inc. (Warner's) which is a small private propane and fuel distribution business in Vestal, New York for an aggregate purchase price of $5.5 million including adjustments to net working capital and deferred consideration. The operations will provide U.S. refined fuels with access to additional propane customers.

Warner's Acquisition Fair Value Recognized on Acquisition
Property, plant and equipment 1.9
Intangible assets 3.5
Trade and other payables (0.7 )
4.7
Net identifiable assets and liabilities 4.7
Goodwill arising on acquisition 0.8
Total consideration 5.5
Purchase consideration components:
Cash (paid on April 1, 2015) 1.6
Deferred consideration 3.9
Total purchase consideration 5.5

Revenue and net earnings for the three months ended December 31, 2015 were $2.1 million and $0.4 million. Revenue and net earnings for the twelve months ended December 31, 2015 would have been $7.8 million and $0.8 million, respectively, if the acquisition had occurred on January 1, 2015. Subsequent to the acquisition date of April 1, 2015, the acquisition contributed revenue and net earnings, respectively, of $4.7 million and $0.2 million to Energy Services for the period ended December 31, 2015.

5. Trade and Other Receivables

A summary of trade and other receivables is as follows:

Note December 31
2015
December 31
2014
Trade receivables, net of allowances 14 341.5 392.5
Accounts receivable - other 32.9 36.2
Trade and other receivables 374.4 428.7

6. Inventories

The cost of inventories recognized as an expense during the three and twelve months ended December 31, 2015 was $487.3 million (December 31, 2014 - $613.4 million) and $2,061.5 million (December 31, 2014 - $2,680.1 million); respectively. Superior recorded an inventory write-down during the three and twelve months ended December 31, 2015 of $0.3 million (December 31, 2014 - $6.4 million) and $1.9 million (December 31, 2014 - $14.6 million); respectively. Superior recorded a write-down reversal during the three and twelve months ended December 31, 2015 of $0.5 million (December 31, 2014 - $nil) and $7.4 million (December 31, 2014 - $nil); respectively.

7. Property, Plant and Equipment

Cost
Land

Buildings
Specialty
Chemicals
Plant &
Equipment
Energy
Services
Retailing
Equipment
Construction
Products
Distribution
Equipment
Leasehold
Improvements
Total
Balance at December 31, 2014 30.6 171.3 891.3 684.2 54.2 11.9 1,843.5
Balance at December 31, 2015 32.8 207.2 960.5 765.9 78.8 14.5 2,059.7
Accumulated Depreciation
Balance at December 31, 2014 - 58.2 443.5 369.9 30.9 8.8 911.3
Balance at December 31, 2015 - 75.2 512.1 411.2 34.9 9.6 1,043.0
Carrying Amount
Balance at December 31, 2014 30.6 113.1 447.8 314.3 23.3 3.1 932.2
Balance at December 31, 2015 32.8 132.0 448.4 354.7 43.9 4.9 1,016.7

Depreciation per cost category:

Three months ended
December 31
Twelve months ended
December 31
2015 2014 2015 2014
Cost of sales 19.1 14.5 63.8 50.0
Selling, distribution and administrative costs 15.2 12.8 56.4 47.2
Total 34.3 27.3 120.2 97.2

The carrying amount of Superior's property, plant, and equipment includes $87.6 million of leased assets as at December 31, 2015 (December 31, 2014 - $86.6 million).

8. Provisions

Restructuring Decommissioning Environmental Total
Balance at December 31, 2014 7.4 18.7 1.2 27.3
Utilization (6.1 ) - (0.2 ) (6.3 )
Additions - - 0.3 0.3
Amounts reversed during the year (0.8 ) - (0.4 ) (1.2 )
Unwinding of discount - 0.7 - 0.7
Impact of change in discount rate - 0.2 - 0.2
Net foreign currency exchange difference - 2.6 0.1 2.7
Balance at December 31, 2015 0.5 22.2 1.0 23.7
Note December 31
2015
December 31
2014
Current 9 0.5 4.6
Non-current 23.2 22.7
23.7 27.3

Restructuring

Restructuring costs under the provision are recorded in selling, distribution, and administrative costs. For the three and twelve months ended December 31, 2015 restructuring costs were nil (December 31, 2014 - $0.2 million) and nil (December 31, 2014 - $11.3 million), respectively. Provisions for restructuring are recorded in provisions, except for the current portion, which is recorded in trade and other payables. As at December 31, 2015, the current portion of restructuring costs was $0.5 million (December 31, 2014 - $4.6 million). As at December 31, 2015, the long term portion of restructuring costs was nil (December 31, 2014 - $2.9 million). The provision is primarily for severance, lease costs and consulting fees.

Decommissioning

The provisions are on a discounted basis and are based on existing technologies at current prices or long-term price assumptions, depending on the activity's expected timing.

Specialty Chemicals

Superior makes full provision for the future cost of decommissioning Specialty Chemicals' chemical facilities. As at December 31, 2015, the discount rate used in Superior's calculation was 2.16% (December 31, 2014 - 2.33%). Superior estimates the total undiscounted expenditures required to settle its decommissioning liabilities to be approximately $23.1 million (December 31, 2014 - $21.4 million) which will be paid over the next 16 to 24 years. While Superior's provision for decommissioning costs is based on the best estimate of future costs and the economic lives of the chemical facilities, the amount and timing of these costs is uncertain.

Energy Services

Superior makes full provision for the future costs of decommissioning certain assets associated with the Energy Services segment. Superior estimates the total undiscounted expenditures required to settle its decommissioning liabilities to be approximately $12.3 million at December 31, 2015 (December 31, 2014 - $9.6 million) which will be paid over the next 16 years. The discount rate of 2.16% at December 31, 2015 (December 31, 2014 - 2.33%) was used to calculate the present value of the estimated cash flows.

Environmental

Provisions for environmental remediation are made when a clean-up is probable and the amount of the obligation can be reliably estimated. Generally, this coincides with commitment to a formal plan or, if earlier, on divestment or closure of inactive sites. Superior estimates the total undiscounted expenditures required to settle its environmental expenditures to be approximately $0.9 million at December 31, 2015 (December 31, 2014 - $1.2 million) which will be paid over the next two years. The provision for environmental expenditures has been estimated using existing technology, at current prices and discounted using a discount rate of 2.16% at December 31, 2015 (December 31, 2014 - 2.33%). The extent and cost of future remediation programs are inherently difficult to estimate. They depend on the scale of any possible contamination, the timing and extent of corrective actions, and Superior's share of the liability.

9. Trade and Other Payables

A summary of trade and other payables is as follows:

December 31 December 31
Notes 2015 2014
Trade payables 240.9 279.5
Net benefit obligation - 4.6
Restructuring provision 8 0.5 4.6
Other payables 98.3 76.7
Amounts due to customers under construction contracts - 1.6
Share-based payments 10.1 12.0
Trade and other payables 349.8 379.0

10. Deferred Revenue

December 31
2015
December 31
2014
Balance at the beginning of the period 9.1 24.8
Deferred during the period 19.7 17.9
Released to net earnings (loss) (20.1 ) (34.3 )
Foreign exchange impact 1.0 0.7
Balance at the end of the period 9.7 9.1

The deferred revenue relates to Energy Services' unearned service and product revenue and Specialty Chemicals' unearned product-related revenues.

11. Other Liabilities

December 31
2015
December 31
2014
Supply agreement 3.8 1.9
3.8 1.9

The supply agreement above relates to Specialty Chemicals' supply agreement with Tronox LLC (Tronox) to purchase 130,000 metric tonnes (MT) of sodium chlorate per year from Tronox's Hamilton, Mississippi facility as nominated annually by Specialty Chemicals. Tronox has provided formal notification to Superior that it will commence decommissioning of the facility upon completion of Superior's 2015 supply requirements. The decommissioning of the facility has resulted in the acceleration of certain fees amounting to approximately $3.8 million which have been accrued at December 31, 2015 and are included in trade and other payables.

12. Borrowing

Year of
Maturity
Effective Interest Rate December 31
2015
December 31
2014
Revolving Term Bank Credit Facilities (1)
Bankers' Acceptances (BA) 2019 Floating BA rate plus applicable credit spread 251.6 71.8
Canadian Prime Rate Loan 2019 Prime rate plus applicable credit spread 17.7 16.4
LIBOR Loans 2019 Floating LIBOR rate plus applicable credit spread 51.2 106.7
(US$37.0 million; 2014 - U.S. $92.0 million)
US Base Rate Loan 2019 US Prime rate plus credit spread 14.8 23.0
(US$10.6 million; 2014 - U.S. $19.8 million)
335.3 217.9
Other Debt
Accounts receivable factoring program(2) - Floating BA Plus 2.6 5.6
Deferred consideration 2016-2018 Non-interest-bearing 6.5 2.8
9.1 8.4
Senior Secured Notes (3)
Senior secured notes subject to fixed interest rates (US$nil; 2014 - U.S. $30.0 million) 2015 7.62 % - 34.8
Senior Unsecured Notes
Senior unsecured notes(4) 2021 6.50 % 200.0 200.0
Finance Lease Obligations
Finance lease obligation 81.2 72.1
Total borrowing before deferred financing fees 625.6 533.2
Deferred financing fees (10.8 ) (7.0 )
Borrowing 614.8 526.2
Current maturities (33.0 ) (66.7 )
Borrowing 581.8 459.5
(1) On December 22, 2015, Superior and its wholly-owned subsidiaries, Superior Plus US Financing Inc. and Commercial E Industrial (Chile) Limitada, extended the maturity date of its credit facility to December 22, 2019. In addition, the credit facility has been increased to $775.0 million. As at December 31, 2015, Superior had $27.6 million of outstanding letters of credit (December 31, 2014 - $30.6 million) and approximately $151.0 million of outstanding financial guarantees (December 31, 2014 - $128.6 million). The fair value of Superior's revolving term bank credit facilities, other debt, letters of credit, and financial guarantees approximates their carrying value as a result of the market-based interest rates, the short-term nature of the underlying debt instruments and other related factors.
(2) Superior has entered into a Master Receivables Purchase Agreement with a financial institution by which it may purchase from time to time, on an uncommitted revolving basis, a 100% interest in receivables from Superior. The maximum aggregate amount of purchased receivables purchased by the financial institution under this agreement and outstanding at any time is limited to $15.0 million. As at December 31, 2015, the accounts receivable factoring program totalled CDN $2.6 million (December 31, 2014 - CDN $5.6 million).
(3) Senior secured notes were repaid in October, 2015.
(4) On December 9, 2014, Superior completed an offering of $200.0 million 6.50% senior unsecured notes (the senior notes). The senior notes were issued at par value and mature on December 9, 2021. The senior notes contain certain early redemption options under which Superior has the option to redeem all or a portion of the senior notes at various redemption prices, which include the principal amount plus accrued and unpaid interest, if any, to the application redemption date. Interest is payable semi-annually on June 9 and December 9, and commenced June 9, 2015.

Repayment requirements of borrowing before deferred financing fees are as follows:

Current maturities 33.0
Due in 2016 18.9
Due in 2017 12.7
Due in 2018 341.7
Due in 2019 9.9
Due in 2020 209.4
Subsequent to 2020 -
Total 625.6

13. Convertible Unsecured Subordinated Debentures

Superior's debentures are as follows:

Maturity June 2017 June 2018 October 2016 June 2019 Total
Interest rate 5.75% 6.00% 7.50% 6.00% Carrying
Conversion price per share $19.00 $15.10 $11.35 $16.75 Value
Debentures outstanding as at December 31, 2015 (1) - 146.9 - 87.5 234.4
Debentures outstanding as at December 31, 2014 169.6 145.9 73.1 85.2 473.8
Quoted market value as at December 31, 2015 - 151.1 - 98.3 249.4
Quoted market value as at December 31, 2014 176.0 155.3 80.9 100.4 512.6
(1) Superior redeemed $241.8 million of outstanding debentures during 2015, consisting of the $172.5 million 5.75% convertible unsecured subordinated debentures on June 30, 2015 and the $69.3 million 7.50% convertible unsecured subordinated debentures on December 14, 2015.

Superior's convertible debentures due in June 2018 and June 2019 carry multiple settlement options at conversion. The debentures may be converted into shares at the option of the holder, at the conversion price, at any time prior to the earlier of redemption by Superior or maturity. Superior may elect to pay interest and principal upon maturity or redemption by issuing shares to a trustee in the case of interest payments, and to the debenture holders in the case of payment of principal. The number of any shares issued to the debenture holders will be determined based on the market price per share at the time of issuance. Superior may elect to pay the debenture holders cash in lieu of delivering common shares upon conversion.

The principal amount of all convertible debentures as at December 31, 2015 was $247.0 million (December 31, 2014 - $494.2 million).

14. Financial Instruments

IFRS requires disclosure around fair value and specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect Superior's market assumptions. These two types of input create the following fair-value hierarchy:

  • Level 1 - Quoted prices in active markets for identical instruments.
  • Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
  • Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair values are determined by reference to quoted bid or asking prices, as appropriate, in the most advantageous active market for that instrument to which Superior has immediate access (Level 1). Where bid and ask prices are unavailable, Superior uses the closing price of the instrument's most recent transaction. In the absence of an active market, Superior estimates fair values based on prevailing market rates (bid and ask prices, as appropriate) for instruments with similar characteristics and risk profiles or internal or external valuation models, such as discounted cash flow analysis using, to the extent possible, observable market-based inputs (Level 2). Superior uses internally developed methodologies and unobservable inputs to determine the fair value of some financial instruments when required (Level 3).

Fair values determined using valuation models require assumptions concerning the amount and timing of estimated future cash flows and discount rates. In determining those assumptions, Superior looks primarily to available readily observable external market inputs including forecast commodity price curves, interest rate yield curves, currency rates, and price and rate volatilities as applicable.

With respect to the valuation of Specialty Chemicals' fixed-price electricity agreement, the valuation of this agreement requires Superior to make assumptions about the long-term price of electricity in electricity markets for which active market information is not available. The impact of the assumption for the long-term forward price curve of electricity has a material impact on the fair value of this agreement. A $1/MWh change in the forecast price of electricity would result in a change in the fair value of this agreement of $0.7 million, with a corresponding impact to net earnings (loss) before income taxes.

All financial and non-financial derivatives are designated as held-for-trading upon their initial recognition.

As at December 31, 2015
Level 1 Level 2 Level 3 Total
Assets
Foreign currency forward contracts, net sale 2.2 - - 2.2
Interest rate swaps - CDN$ - 1.2 - 1.2
Propane wholesale purchase and sale contracts, net sale - Energy Services - 0.6 - 0.6
Total assets 2.2 1.8 - 4.0
Liabilities
Natural gas financial swaps - AECO - 18.4 - 18.4
Electricity swaps - Energy Services - 3.2 - 3.2
Foreign currency forward contracts, net sale 111.8 - - 111.8
Equity derivative contracts - 3.1 - 3.1
Debenture-embedded derivative - - 2.4 2.4
Propane wholesale purchase and sale contracts, net sale - Energy Services - 3.0 - 3.0
Fixed-price electricity purchase agreements - Specialty Chemicals - - 6.9 6.9
Total liabilities 111.8 27.7 9.3 148.8
Total net liability (109.6 ) (25.9 ) (9.3 ) (144.8 )
Current portion of assets 2.1 1.4 - 3.5
Current portion of liabilities 55.1 20.4 3.9 79.4
As at December 31, 2014
Level 1 Level 2 Level 3 Total
Assets
Natural gas financial swaps - AECO - 0.2 - 0.2
Electricity swaps - Energy Services - 0.1 - 0.1
Interest rate swaps - CDN$ - 5.9 - 5.9
Equity derivative contracts - 0.4 - 0.4
Propane wholesale purchase and sale contracts, net sale - Energy Services - 7.6 - 7.6
Total assets - 14.2 - 14.2
Liabilities
Natural gas financial swaps - AECO - 22.6 - 22.6
Electricity swaps - Energy Services - 4.0 - 4.0
Foreign currency forward contracts, net sale 49.6 - - 49.6
Interest rate swaps - CDN$ - 0.1 - 0.1
Debenture-embedded derivative - - 14.2 14.2
Propane wholesale purchase and sale contracts, net sale - Energy Services - 14.1 - 14.1
Diesel wholesale purchase and sale contracts, net sale - Energy Services - 0.6 - 0.6
WTI wholesale purchase and sale contract, net sale - Energy Services - 0.1 - 0.1
Fixed-price electricity purchase agreements - Specialty Chemicals - - 3.4 3.4
Fixed-price natural gas purchase agreements - Specialty Chemicals - 0.1 - 0.1
Total liabilities 49.6 41.6 17.6 108.8
Total net liability (49.6 ) (27.4 ) (17.6 ) (94.6 )
Current portion of assets - 10.7 - 10.7
Current portion of liabilities 28.0 32.9 1.5 62.4

The following table outlines quantitative information about how the fair values of these financial and non-financial assets and liabilities are determined, including valuation techniques and inputs used:

Description Notional (1) Term Effective Rate Valuation Technique(s) and Key Input(s)
Level 1 fair value hierarchy:
Foreign currency forward contracts, net sale US$477.7(3) 2016-2019 1.14 Quoted bid prices in the active market.
Level 2 fair value hierarchy:
Natural gas financial swaps−AECO 17.1 GJ(2) 2016-2020 CDN $3.68
/GJ
Discounted cash flow - Future cash flows are estimated based on forward market prices (from observable yield curves at the end of the reporting period) applied to contract volumes, discounted at a rate that reflects the credit risk of various counterparties.
Interest rate swaps - CDN$ $77.5(3) 2016-2017 Six-month BA rate plus 2.67% Discounted cash flow - Future cash flows are estimated based on forward interest rates and contract interest rates, discounted at a rate that reflects the credit risk of various counterparties.
Equity derivative contracts $15.2(3) 2016-2018 $12.45
/share
Discounted cash flow - Future cash flows are estimated based on equity derivative contracts.
Butane wholesale purchase and sale contracts, net sale - Energy Services 2.3 USG(4) 2016 $0.60
/USG
Quoted bid prices for similar products in the active market.
Propane wholesale purchase and sale contracts, net sale - Energy Services 17.6 USG(4) 2016-2018 $0.64
/USG
Quoted bid prices for similar products in the active market.
Electricity swaps - Energy Services 0.3MWh(5) 2016-2018 $35.71
/MWh
Discounted cash flow - Future cash flows are estimated based on forward market prices (from observable yield curves at the end of the reporting period) applied to contract volumes, discounted at a rate that reflects the credit risk of various counterparties.
Heating oil purchase and sale contracts - Energy Services 4.1 USG(4) 2016-2017 US $2.43 /USG Quoted bid prices for similar products in the active market.
Level 3 fair value hierarchy:
Debenture-embedded derivative $247.0(3) 2018-2019 - Black-Scholes model - see "Valuation techniques and significant unobservable inputs" for further details.
Fixed-price electricity purchase agreements - Specialty Chemicals 32-45 MW(6) 2016-2017 $45
/MWh
Discounted cash flow - see "Valuation techniques and significant unobservable inputs" for further details.
(1) Notional values as at December 31, 2015.
(2) Millions of gigajoules (GJ) purchased.
(3) Millions of dollars.
(4) Millions of United States gallons (USG) purchased.
(5) Millions of mega-watt hours (MWh).
(6) Megawatts (MW) on a 24/7 continual basis per year purchased.
Valuation techniques and significant unobservable inputs
Financial Instrument Valuation Technique Significant Unobservable Inputs Sensitivity of Input to Fair Value
Debenture-embedded derivative Black-Scholes model Volatility - 26.27%-27.06%
(2014 - 23.47%-24.22%)
Risk-free rate - 0.89%-1.04%
(2014 - 1.34%-1.46%)
The estimated fair value would increase (decrease) if:
- Volatility decreased (increased)
- Risk-free rate decreased (increased)
Fixed-price electricity purchase agreements Discounted cash flow Forward electricity prices(1) -
$34.75-$40.00 (2014 - $35.40-$44.50)
WACC - 9% (2014 - 9%)
The estimated fair value would increase (decrease) if:
- Forward prices increased (decreased)
- WACC decreased (increased)
(1) Net of greenhouse gas charge of $4/MWh.

The change in the fair value of Superior's Level 3 financial instruments for the periods ended December 31, 2015 and December 31, 2014 are as follows:

Description Debenture - Embedded Derivative Fixed Price Electricity Purchase Agreements Total
Balance at December 31, 2014 (14.2) (3.4) (17.6)
Unrealized losses(1) 11.8 (3.5) 8.3
Balance at December 31, 2015 (2.4) (6.9) (9.3)
(1) Recorded in "Unrealized losses on derivative financial instruments" through net income in the Statement of Net Earnings and Total Comprehensive Income.
For the three months ended For the three months ended
December 31, 2015 December 31, 2014

Description
Realized
Gain (Loss)
Unrealized
Gain (Loss)
Realized
Gain (Loss)
Unrealized
Gain (Loss)
Natural gas financial swaps - AECO (3.6 ) 1.1 (1.6 ) (17.1 )
Energy Services electricity swaps (2.5 ) 0.2 (2.3 ) (0.3 )
Foreign currency forward contracts, net sale (15.9 ) (3.7 ) (5.8 ) (7.5 )
Foreign currency forward contracts, balance sheet-related 0.3 (0.8 ) 3.0 (3.1 )
Interest rate swaps 1.2 (1.5 ) 1.1 (0.8 )
Equity derivative contracts (0.1 ) (3.1 ) 0.1 (3.1 )
Energy Services' propane wholesale purchase and sale contracts (2.4 ) (0.5 ) 8.7 (15.4 )
Energy Services' WTI wholesale purchase and sale contracts - - - (0.1 )
Energy Services' butane wholesale purchase and sale contracts - 0.1 0.2 -
Energy Services' heating oil purchase and sale contracts 1.3 (2.9 ) 2.6 (5.0 )
Energy Services' diesel purchase and sale contracts - 0.3 - (0.7 )
Specialty Chemicals' fixed-price electricity purchase agreements (2.4 ) (1.3 ) (0.6 ) (4.6 )
Specialty Chemicals' fixed-price natural gas purchase agreements - - - (0.1 )
Total (losses) on financial and non-financial derivatives (24.1 ) (12.1 ) 5.4 (57.8 )
Foreign currency translation of senior secured notes (4.6 ) 5.4 (1.4 ) 0.5
Gain on debenture redemptions - - - -
Unrealized change in fair value of debenture-embedded derivative - 9.6 - 44.6
Total (losses) (28.7 ) 2.9 4.0 (12.7 )
For the twelve months ended For the twelve months ended
December 31, 2015 December 31, 2014

Description
Realized
Gain (Loss)
Unrealized Gain (Loss) Realized
Gain (Loss)
Unrealized
Gain (Loss)
Natural gas financial swaps - AECO (16.1 ) 4.0 (3.2 ) (9.7 )
Electricity swaps - Energy Services (6.7 ) 0.7 3.7 2.2
Foreign currency forward contracts, net sale (51.8 ) (59.8 ) (16.7 ) (19.9 )
Foreign currency forward contracts, balance sheet-related 0.3 - 3.0 (1.6 )
Interest rate swaps 5.5 (4.6 ) 2.5 (0.4 )
Equity derivative contracts 0.7 (3.5 ) 0.1 (0.9 )
Propane wholesale purchase and sale contracts - Energy Services (18.0 ) 14.2 8.7 (18.7 )
Butane wholesale purchase and sale contracts - Energy Services - - 0.2 -
Diesel wholesale purchase and sale contracts - Energy Services - 0.6 - (0.7 )
Heating oil purchase and sale contracts - Energy Services (10.6 ) 0.2 3.6 (6.6 )
WTI wholesale purchase and sale contracts - Energy Services 0.2 0.1 - (0.1 )
Fixed-price electricity purchase agreements - Specialty Chemicals (4.9 ) (3.5 ) 0.6 (5.3 )
Fixed-price natural gas purchase agreements - Specialty Chemicals - - - (0.1 )
Total gains (losses) on financial and non-financial derivatives (101.4 ) (51.6 ) 2.5 (61.8 )
Gain on debenture redemption - - - -
Foreign currency translation of senior secured notes (4.3 ) - (1.5 ) (2.9 )
Unrealized change in fair value of debenture-embedded derivative - 11.8 - 12.7
Total gains (losses) (105.7 ) (39.8 ) 1.0 (52.0 )

Realized gains or losses on financial and non-financial derivatives and foreign currency translation gains or losses on the revaluation of Canadian domiciled U.S.-denominated working capital have been classified on the statement of net earnings based on the underlying nature of the financial statement line item and/or the economic exposure being managed.

Offsetting of financial instruments

Financial assets and liabilities are offset and the net amount reported on the consolidated balance sheets when Superior currently has a legally enforceable right to set-off the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. In the normal course of business, Superior enters into various master netting agreements or other similar arrangements that do not meet the criteria for offsetting, but that do, however, still allow for the related amount to be set-off in certain circumstances, such as bankruptcy or the termination of contracts.

Derivative Liabilities Amounts Offset Amounts not offset

December 31, 2015
Gross Liabilities Gross
Assets
Offset
Net Amounts
Presented
Financial Instruments Cash Collateral
Pledged
Net
Natural gas financial swaps - AECO(1) 18.4 - 18.4 - - 18.4
Electricity swaps - Energy Services(1) 3.3 (0.1 ) 3.2 - - 3.2
Propane wholesale purchase and sale contracts - Energy Services(3) 4.1 (1.1 ) 3.0 - - 3.0
Heating oil purchase and sale contracts - Energy Services(2) 6.3 (6.3 ) - - - -
Fixed-price electricity purchase agreements - Specialty Chemicals(4) 27.8 (20.9 ) 6.9 - - 6.9
Total 59.9 (28.4 ) 31.5 - - 31.5
(1) Subject to an enforceable master netting agreement in the form of an ISDA agreement.
(2) Regularly settled net in the normal course of business and considered standardized brokerage accounts.
(3) Regularly settled gross in the normal course of business.
(4) Standard terms of the Power Purchase Agreement (PPA) allowing net settlement of payments in the normal course of business.
Derivative Assets Amounts Offset Amounts not offset

December 31, 2014
Gross Assets Gross Liabilities Offset Net Amounts Presented Financial Instruments Cash Collateral Pledged Net
Natural gas financial swaps - AECO(1) 0.2 - 0.2 - - 0.2
Electricity swaps - Energy Services(1) 0.2 (0.1 ) 0.1 - - 0.1
Propane purchases and sale contracts - Energy Services (2)(3) 0.1 - 0.1 - - 0.1
Total 0.5 (0.1 ) 0.4 - - 0.4
(1) Subject to an enforceable master netting agreement in the form of an ISDA agreement.
(2) Regularly settled net in the normal course of business and considered standardized brokerage accounts.
(3) Regularly settled gross in the normal course of business.
Derivative Liabilities Amounts Offset Amounts not offset

December 31, 2014
Gross Liabilities Gross Assets Offset Net Amounts Presented Financial Instruments Cash Collateral Pledged Net
Natural gas financial swaps - AECO(1) 22.9 (0.3 ) 22.6 - - 22.6
Electricity swaps - Energy Services(1) 4.8 (0.8 ) 4.0 - - 4.0
Propane wholesale purchase and sale contracts - Energy Services(3) 24.4 (10.3 ) 14.1 - - 14.1
Heating oil purchase and sale contracts - Energy Services(2) 7.5 (7.5 ) - - - -
Fixed-price electricity purchase agreements - Specialty Chemicals(4) 41.8 (38.4 ) 3.4 - - 3.4
Fixed-price natural gas agreements - Specialty Chemicals(4) 0.1 - 0.1 - - 0.1
Total 101.5 (57.3 ) 44.2 - - 44.2
(1) Subject to an enforceable master netting agreement in the form of an ISDA agreement.
(2) Regularly settled net in the normal course of business and considered standardized brokerage accounts.
(3) Regularly settled gross in the normal course of business.
(4) Standard terms of the PPA allowing net settlement of payments in the normal course of business.

The following summarizes Superior's classification and measurement of financial assets and liabilities:

Classification Measurement
Financial Assets
Cash and cash equivalents Loans and receivables Amortized cost
Trade and other receivables Loans and receivables Amortized cost
Derivative assets FVTNEL Fair Value
Notes and finance lease receivables Loans and receivables Amortized cost
Financial liabilities
Trade and other payables Other liabilities Amortized cost
Dividends and interest payable Other liabilities Amortized cost
Borrowing Other liabilities Amortized cost
Convertible unsecured subordinated debentures(1) Other liabilities Amortized cost
Derivative liabilities FVTNEL Fair Value
(1) Except for derivatives embedded in the related financial instruments that are classified as FVTNEL and measured at fair value.

Non-Derivative Financial Instruments

The fair value of Superior's cash and cash equivalents, trade and other receivables, notes and finance lease receivables, trade and other payables, and dividends and interest payable approximates their carrying value due to the short-term nature of these amounts. The carrying value and the fair value of Superior's borrowing and convertible unsecured subordinated debentures are provided in Notes 12 and 13.

Financial Instruments - Risk Management

Market Risk

Derivative and non-financial derivatives are used by Superior to manage its exposure to fluctuations in foreign currency exchange rates, interest rates 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.

Energy Services enters into natural gas financial swaps to manage its economic exposure of providing fixed-price natural gas to its customers and maintains its historical natural gas swap positions with six counterparties. Energy Services monitors its fixed-price natural gas positions on a daily basis to monitor compliance with established risk management policies. Energy Services maintains a substantially balanced fixed-price natural gas position in relation to its customer supply commitments.

Energy Services enters into electricity financial swaps to manage the economic exposure of providing fixed-price electricity to its customers. Energy Services monitors its fixed-price electricity positions on a daily basis to monitor compliance with established risk management policies. Energy Services maintains a substantially balanced fixed-price electricity position in relation to its customer supply commitments.

Specialty Chemicals has entered into a fixed-price electricity purchase agreement to manage the economic exposure of certain chemical facilities to changes in the market price of electricity, in a market where the price of electricity is not fixed. The fair value with respect to this agreement is with a single counterparty.

Energy Services enters into various propane forward purchase and sale agreements to manage the economic exposure of its wholesale customer supply contracts. Energy Services monitors its fixed-price propane positions on a daily basis to monitor compliance with established risk management policies. Energy Services maintains a substantially balanced fixed-price propane position in relation to its wholesale customer supply commitments.

Superior, on behalf of its operating divisions, enters into foreign currency forward contracts to manage the economic exposure of its operations to movements in foreign currency exchange rates. Energy Services contracts a portion of its fixed-price natural gas, and propane purchases and sales in U.S. dollars and enters into forward U.S. dollar purchase contracts to create an effective Canadian dollar fixed-price purchase cost. Specialty Chemicals enters into U.S. dollar forward sales contracts on an ongoing basis to mitigate the impact of foreign exchange fluctuations on sales margins on production from its Canadian plants that is sold in U.S. dollars. Interest expense on Superior's U.S. dollar debt is also used to mitigate the impact of foreign exchange fluctuations.

Superior has interest rate swaps with four counterparties to manage the interest rate mix of its debt portfolio and related overall cost of borrowing. Superior manages its overall liquidity risk in relation to its general funding requirements by utilizing a mix of short-term and longer-term debt instruments. Superior reviews its mix of short-term and longer-term debt instruments on an ongoing basis to ensure it is able to meet its liquidity requirements.

Credit Risk

Superior utilizes a variety of counterparties in relation to its derivative and non-financial derivative instruments in order to mitigate its counterparty risk. Superior assesses the credit-worthiness of its significant counterparties at the inception and throughout the term of a contract. Superior is also exposed to customer credit risk. Energy Services deals with a large number of small customers, thereby reducing this risk. Specialty Chemicals, due to the nature of its operations, sells its products to a relatively small number of customers. Specialty Chemicals mitigates its customer credit risk by actively monitoring the overall credit-worthiness of its customers. Fixed Price Energy Services has minimal exposure to customer credit risk as local natural gas and electricity distribution utilities have been mandated, for a nominal fee, to provide Energy Services with invoicing, collection and the assumption of bad debt risk for residential customers. Energy Services actively monitors the credit-worthiness of its commercial customers. Overall, Superior's credit quality is enhanced by its portfolio of customers, which is diversified across geographical (primarily Canada and the United States) and end-use (primarily commercial, residential and industrial) markets.

Allowances for doubtful accounts and past due receivables are reviewed by Superior at each balance sheet date. Superior updates its estimate of the allowance for doubtful accounts based on the evaluation of the recoverability of trade receivables with each customer, taking into account historical collection trends of past due accounts and current economic conditions. Trade receivables are written-off once it is determined they are uncollectible.

Pursuant to their respective terms, trade receivables, before deducting an allowance for doubtful accounts, are aged as follows:

December 31
2015
December 31
2014
Current 244.6 282.4
Past due less than 90 days 89.4 101.4
Past due over 90 days 14.8 17.2
Trade receivables 348.8 401.0

The current portion of Superior's trade receivables is neither impaired nor past due and there are no indications as of the reporting date that the debtors will not make payment.

Superior's trade receivables are stated after deducting a provision of $7.3 million as at December 31, 2015 (December 31, 2014 − $8.5 million). The movement in the provision for doubtful accounts is as follows:

December 31
2015
December 31
2014
Allowance for doubtful accounts, at the beginning of the period (8.5 ) (7.3 )
Additions (7.8 ) (10.7 )
Amounts written off during the year as uncollectible 6.4 8.2
Amounts recovered 2.6 1.3
Allowance for doubtful accounts at the end of the period (7.3 ) (8.5 )

Liquidity Risk

Liquidity risk is the risk that Superior cannot meet a demand for cash or fund an obligation as it comes due. Liquidity risk also includes the risk of not being able to liquidate assets in a timely manner at a reasonable price.

To ensure it is able to react to contingencies and investment opportunities quickly, Superior maintains sources of liquidity at the corporate and subsidiary levels. The main sources of liquidity are cash and other financial assets, the undrawn committed revolving-term bank credit facility, equity markets and debenture markets.

Superior is subject to the risks associated with debt financing, including the ability to refinance indebtedness at maturity. Superior believes these risks are mitigated through the use of long-term debt secured by high-quality assets, maintaining debt levels that in management's opinion are appropriate, and by diversifying maturities over an extended period. Superior also seeks to include in its agreements terms that protect it from liquidity issues of counterparties that might otherwise impact liquidity.

Superior's contractual obligations associated with its financial liabilities are as follows:


2016

2017

2018
2019 2020 2021 and
thereafter

Total
Borrowing 33.0 18.9 12.7 341.7 9.9 209.4 625.6
Convertible unsecured subordinated debentures - - 146.9 87.5 - - 234.4
US$ foreign currency forward sales contracts 187.4 146.3 96.0 48.0 - - 477.7
CDN$ natural gas purchases 9.7 0.1 - - - - 9.8
US$ natural gas purchases 2.0 - - - - - 2.0
US$ propane purchases 9.2 3.9 - - - - 13.1
US$ heating oil purchases 17.5 12.6 - - - - 30.1
Fixed-price electricity purchase commitments 17.7 17.7 - - - - 35.4

Superior's contractual obligations are considered normal-course operating commitments and do not include the impact of mark-to-market fair values on financial and non-financial derivatives. Superior expects to fund these obligations through a combination of cash flow from operations, proceeds on revolving term bank credit facilities and proceeds on the issuance of share capital. Superior's financial instruments' sensitivities as at December 31, 2015 are consistent with those disclosed in Superior's 2015 annual consolidated financial statements.

15. Income Taxes

Consistent with prior periods, Superior recognizes a provision for income taxes for its subsidiaries that are subject to current and deferred income taxes, including United States income tax, United States non-resident withholding tax and Chilean income tax.

Total income tax (recovery) expense, comprised of current taxes and deferred taxes for the three and twelve months ended December 31, 2015 was $(9.3) million and $0.8 million respectively, compared to $(2.0) million and $15.8 million in the comparative period. For the three and twelve months ended December 31, 2015, deferred income tax (recovery) from operations in Canada, the United States and Chile was $(9.4) million and $(1.3) million, respectively, which resulted in a corresponding total net deferred income tax asset of $275.8 million at December 31, 2015.

On April 2, 2013, Superior received, from the CRA, Notices of Reassessment for Superior's 2009 and 2010 taxation years reflecting the CRA's intent to challenge the tax consequences of Superior's corporate conversion transaction (Conversion) which occurred on December 31, 2008. The CRA's position is based on the acquisition of control rules and the general anti-avoidance rules in the Income Tax Act (Canada). On May 8, 2013 and August 7, 2013, respectively, Superior filed a Notice of Objection and a Notice of Appeal with respect to the Notices of Reassessment received on April 2, 2013. Superior has been reassessed for subsequent taxation years by the CRA and the provincial tax agencies and has filed a Notice of Objection for each Notice of Assessment received.

The table below summarizes Superior's estimated tax liabilities and payment requirements associated with the received and anticipated Notices of Reassessment. Upon receipt of the Notices of Reassessment, 50% of the taxes payable pursuant to such Notice of Reassessment must be remitted to the CRA and the provincial tax agencies within 90 days.

Taxation Year Taxes Payable (1)(2) 50% of the Taxes
Payable
(1)(2)
Month/Year
Paid/Payable
2009/2010 $13.0 $6.5 April 2013
2011 $15.0 (3) $7.5 February 2015
2012 $10.0 (3) $5.0 February 2015
2013 $11.0 (3) $5.5 February 2015
2014 $16.0 (3) $8.0 December 2015
2015 $3.0 (3) $1.5 2016
2016 $5.0 (3) $2.5 2017
Total $73.0 $36.5
(1) In millions of dollars.
(2) Includes estimated interest and penalties up to payment date of 50%.
(3) Estimated based on Superior's previously filed tax returns, 2015 results and Superior's 2016 outlook.

Superior anticipates that if the case proceeds in the Tax Court of Canada, the case could be heard within two years, with a decision rendered six to twelve months after completion of the court hearings. If a decision of the Tax Court of Canada were to be appealed, the appeal process could reasonably be expected to take an additional two years. If Superior receives a positive decision then any taxes, interest and penalties paid to the CRA will be refunded plus interest. If Superior is unsuccessful, then any remaining taxes payable plus interest and penalties will have to be remitted to the CRA and Superior would not be able to use the tax attributes from the Conversion.

Superior remains confident in the appropriateness of its tax filing position and the expected tax consequences of the Conversion and currently intends to vigorously defend such position and to file its future tax returns on a basis consistent with its view of the outcome of the Conversion.

16. Total Equity

Superior is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares. The holders of common shares are entitled to dividends if, as and when, declared by the Board of Directors; to one vote per share at shareholders' meetings; and upon liquidation, dissolution or winding up of Superior to receive pro rata the remaining property and assets of Superior, subject to the rights of any shares having priority over the common shares, of which none is outstanding.

Preferred shares are issuable in series with each class of preferred share having such rights as the Board of Directors may determine. Holders of preferred shares are entitled, in priority over holders of common shares, to be paid ratably with holders of each other series of preferred shares the amount of accumulated dividends, if any, specified to be payable preferentially to the holders of such series upon liquidation, dissolution or winding up of Superior. Superior has no preferred shares outstanding.

Issued Number of
Common Shares
(millions)
Total
Equity
Total Equity, December 31, 2014 126.2 550.4
Net earnings - 26.5
Other comprehensive income - 88.0
Conversion of 7.50% convertible unsecured subordinated debentures 0.5 5.0
Issuance of common shares 13.9 137.5
Dividends declared to shareholders (1) - (93.7 )
Total Equity, December 31, 2015 140.6 713.7
(1) Dividends to shareholders are declared at the discretion of Superior's Board of Directors. During the twelve months ended December 31, 2015, Superior paid dividends of $92.8 million or $0.72 per share (December 31, 2014 - $77.0 million or $0.62 per share).
December 31
2015
December 31
2014
Accumulated other comprehensive loss before reclassification
Currency translation adjustment
Balance at the beginning of the period 40.0 4.0
Unrealized foreign currency gains on translation of foreign operations 86.5 36.0
Balance at the end of the period 126.5 40.0
Actuarial defined benefits
Balance at the beginning of the period (9.8 ) (5.5 )
Actuarial defined benefit gains (losses) 2.4 (5.6 )
Income tax (expense) recovery on actuarial gain (0.7 ) 1.3
Balance at the end of the period (8.1 ) (9.8 )
Total accumulated other comprehensive income before reclassification 118.4 30.2
Amounts reclassified from accumulated other comprehensive income
Accumulated derivative losses
Balance at the beginning of the period (6.9 ) (6.4 )
Reclassification of derivative losses previously deferred(1) (0.2 ) (0.5 )
Balance at the end of the period (7.1 ) (6.9 )
Total amounts reclassified from accumulated other comprehensive income (7.1 ) (6.9 )
Accumulated other comprehensive income at the end of the period 111.3 23.3
(1) The reclassification of derivative losses previously deferred is included in unrealized losses on derivative financial instruments on the statement of net earnings and total comprehensive income.

Other Capital Disclosures

Additional Capital Disclosure

Superior's objectives when managing capital are: (i) to maintain a flexible capital structure to preserve its ability to meet its financial obligations, including potential obligations from acquisitions; and (ii) to safeguard its assets while maximizing the growth of its businesses and returns to its shareholders.

In the management of capital, Superior includes shareholders' equity (excluding accumulated other comprehensive gain (loss)), current and long-term borrowing, convertible unsecured subordinated debentures, securitized accounts receivable and cash and cash equivalents. Superior manages its capital structure and makes adjustments in light of changes in economic conditions and the nature of the underlying assets. In order to maintain or adjust the capital structure, Superior may adjust the amount of dividends to Shareholders, issue additional share capital, issue new debt or convertible unsecured subordinated debentures with different characteristics.

Superior monitors its capital based on the ratio of senior and total debt outstanding to net earnings before interest, taxes, depreciation, amortization and other non-cash expenses (EBITDA), as defined by its revolving term credit facility, and the ratio of total debt outstanding to EBITDA. Superior's reference to EBITDA as defined by its revolving term credit facility may be referred to as compliance EBITDA in its other public reports.

Superior is subject to various financial covenants in its credit facility agreements, including senior debt, total debt to EBITDA ratio and restricted payments test, which are measured on a quarterly basis. As at December 31, 2015 and December 31, 2014 Superior was in compliance with all of its financial covenants.

Superior's financial objectives and strategy related to managing its capital as described above remained unchanged from the prior fiscal year. Superior believes that its debt to EBITDA ratios are within reasonable limits, in light of Superior's size, the nature of its businesses and its capital management objectives.

Financial Measures Utilized for Bank Covenant Purposes

Compliance EBITDA

Compliance EBITDA represents earnings before interest, taxes, depreciation, amortization and 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 its debt covenants and other credit information. Compliance EBITDA is not a defined performance measure under IFRS. Superior's calculation of compliance EBITDA may differ from similar calculations used by comparable entities.

The capital structure of Superior and the calculation of its key capital ratios are as follows:

As at December 31
2015
December 31
2014
Total shareholders' equity 713.7 550.4
Exclude accumulated other comprehensive gain (111.3 ) (23.3 )
Shareholders' equity excluding accumulated other comprehensive gain 602.4 527.1
Current borrowing(1) 33.0 66.7
Borrowing(1) 592.6 466.5
Less: Senior unsecured debt (200.0 ) (200.0 )
Consolidated secured debt 425.6 333.2
Add: Senior unsecured debt 200.0 200.0
Consolidated debt 625.6 533.2
Convertible unsecured subordinated debentures(1) 247.0 494.2
Total debt 872.6 1,027.4
Total capital 1,475.0 1,554.5
(1) Borrowing and convertible unsecured subordinated debentures are before deferred financing fees and option value.
Twelve months ended December 31
2015
December 31
2014
Net earnings 26.5 56.9
Adjusted for:
Finance expense 56.3 52.7
Realized gains on derivative financial instruments included in finance expense 6.1 5.6
Depreciation included in selling, distribution and administrative costs 56.4 47.2
Depreciation included in cost of sales 63.8 50.0
Losses on disposal of assets 2.4 1.0
Gain on sale of customer list (0.3 ) (3.7 )
Amortization of intangible assets 7.1 4.9
Income tax expense 0.8 15.8
Unrealized losses on derivative financial instruments 39.8 52.0
Compliance EBITDA 258.9 282.4
(1) EBITDA, as defined by Superior's revolving-term credit facility, is calculated on a trailing 12-month basis taking into consideration the pro-forma impact of acquisitions and dispositions in accordance with the requirements of Superior's credit facility. Superior's calculation of EBITDA and debt to EBITDA ratios may differ from those of similar entities.
December 31
2015
December 31
2014
Consolidated secured debt to compliance EBITDA 1.6:1 1.2:1
Consolidated debt to compliance EBITDA 2.4:1 1.9:1
Total debt to compliance EBITDA 3.4:1 3.6:1

17. Net Earnings per Share

Three months ended
December 31
Twelve months ended
December 31
2015 2014 2015 2014
Net earnings per share computation, basic
Net earnings for the period $31.6 $43.3 $26.5 $56.9
Weighted average shares outstanding (millions) 136.3 126.2 129.0 126.2
Net earnings per share, basic $0.23 $0.34 $0.20 $0.45
Three months ended
December 31
Twelve months ended
December 31
2015 2014 2015 2014
Net (loss) earnings per share computation, diluted
Net (loss) earnings for the period $29.4 $(4.5) $26.5 $54.2
Weighted average shares outstanding (millions) 152.0 157.6 129.0 132.8
Net (loss) earnings per share, diluted $0.19 $(0.03) $0.20 $0.41

The following potential ordinary shares are anti-dilutive and are therefore excluded from the weighted average number of ordinary shares for the purposes of diluted earnings per share in each period.

Three months ended
December 31
Twelve months ended
December 31