News Column

Superior Plus Corp. Announces 2012 Annual and Fourth Quarter Results

Page 23 of 56

Proceeds received from the DRIP were $3.6 million for the three months ended December 31, 2012 (three months ended December 31, 2011 $5.5 million), a decrease of $1.9 million from the year prior quarter due to a reduction in Superior's dividend rate on November 2, 2011. Proceeds received from the DRIP were $14.2 million for the twelve months ended December 31, 2012 as compared to $28.9 million during the twelve months ended December 31, 2011.

As at December 31, 2012, when calculated in accordance with the Credit Facility, the consolidated secured debt to compliance EBITDA ratio was 1.8 to 1.0 (December 31, 2011 - 2.3 to 1.0) and the consolidated debt to compliance EBITDA ratio was 2.4 to 1.0 (December 31, 2011 - 2.9 to 1.0). For both of these covenants all outstanding Debentures are not included. These ratios are within the requirements contained in Superior's debt covenants. In accordance with the Credit Facility, Superior must maintain a consolidated secured debt to compliance EBITDA ratio of not more than 3.0 to 1.0 and not more than 3.5 to 1.0 as a result of acquisitions. In addition, Superior must maintain a consolidated debt to compliance EBITDA ratio of not more than 5.0 to 1.0, excluding Debentures. Also, Superior is subject to several distribution tests and the most restrictive stipulates that Distributions (including Debenture holders and related payments) cannot exceed compliance EBITDA less cash income taxes, plus $35.0 million on a trailing 12-month rolling basis. On a 12-month rolling basis as at December 31, 2012, Superior's available distribution amount was $120.0 million under the above noted distribution test.

On March 30, 2012, Standard and Poor's confirmed both Superior and Superior LP's long-term corporate credit rating as BB- and the secured debt rating as BB+. The outlook rating for Superior and Superior LP remains stable and the credit rating on Superior's unsecured debt is unchanged at BB-. On August 17, 2012, DBRS confirmed Superior LP's senior secured rating of BB (high) and Superior LP's senior unsecured rating of BB (low). The trend for both ratings is stable.

As at December 31, 2012, Superior had an estimated defined benefit pension solvency deficiency of approximately $36.7 million (December 31, 2011 - $36.3 million) and a going concern solvency deficiency of approximately $6.5 million (December 31, 2011 - $16.6 million). Funding requirements required by applicable pension legislation are based upon going concern and solvency actuarial assumptions. These assumptions differ from the going concern actuarial assumptions used in Superior's financial statements. Superior has sufficient liquidity through existing revolving term bank credits and anticipated future operating cash flow to fund this deficiency over the prescribed funding period.

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

Shareholders' Capital

The weighted average number of common shares issued and outstanding during the fourth quarter was 112.6 million shares, an increase of 2.2 million common shares from the prior year quarter due to the issuance of 1,968,606 common shares over the year and the resulting impact on weighted average number of common shares outstanding. The following table provides details:

----------------------------------------------------------------------------                                                              Issued Number                                                      Average     of Common                                               Issuance Price        Shares                                  Closing Date      per Share     (Millions)----------------------------------------------------------------------------As at December 31, 2011                                               110.8Issuance of common shares under    January 13, Superior's DRIP                  2012 through                                  December 14,                                          2012          $7.48           2.0----------------------------------------------------------------------------As at December 31, 2012                                               112.8--------------------------------------------------------------------------------------------------------------------------------------------------------

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