Asset Acquisition Overview US Refined Fuel Distribution November 5, 2009 – Conference Call.
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Transcript of Asset Acquisition Overview US Refined Fuel Distribution November 5, 2009 – Conference Call.
Asset Acquisition OverviewUS Refined Fuel Distribution
November 5, 2009 – Conference Call
Forward-Looking InformationCertain information included in this corporate presentation is forward-looking, within the meaning of applicable Canadian securities laws. Much of this information can be identified by looking for words such as “believe”, “expects”, “expected”, “will”, “intends”, “projects”, “anticipates”, “estimates”, “continues” or similar words. In particular, this corporate presentation includes forward-looking information pertaining to the completion and proposed timing of the acquisition of certain assets (the “Business”) from Griffith Energy Services Inc., Superior's business strategy including future plans to expand the acquired facilities, the perceived benefits of the Business, and future adjusted operating cash flows. Superior believes the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon.
Forward-looking information is based on current information and expectations that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to, risks associated with the ability to satisfy regulatory and commercial closing conditions of the acquisition, the uncertainty associated with accessing capital markets and the risks related to Superior's businesses including those identified in Superior's 2008 Annual Information Form under the heading "Risk Factors". Reference should be made to this additional information prior to making any investment decision. Forward looking information contained in this corporate presentation is made as of the date hereof and is subject to change. The company assumes no obligation to revise or update forward looking information to reflect new circumstances, except as required by law.
The Business1. The Business consists of residential and commercial fuel distribution in three
primary markets: Pennsylvania, Connecticut and Rhode Island
2. Approximately 47,000 customers – over 90% retail
3. Fuel distribution mix of the Business consists of 68% heating oil, 24% motor oil, 3% propane and 5% related fuel products in 2008
4. Service offering includes HVAC installation, repair and maintenance
5. Excellent strategic fit to Superior’s U.S. Refined Fuel Distribution and Energy Services Business
6. Accretive transaction of approximately 3¢ per share (purchase price – US$76 million) includes working capital Consolidating opportunity with propane expansion in U.S. Northeast
7. 12 month trailing adjusted EBITDA up to September 30, 2009 was approximately US$13 million
8. Financed by equity issue (CDN$45 million) with 11% over allotment option
9. Expected closing ~ December 2009
Griffith Energy Services Operations-The Business
Leading energy services provider in the Mid-Atlantic
and Northeast United States The Business assets are located in three states:
Connecticut Pennsylvania Rhode Island Distributes heating oil, propane,
and motor fuels to both residential and commercial customers
Also provides HVAC-related installation and service
The Business
Additional Griffith Operations
The Business Operations
Provider of liquid fuel products and energy services to residential and commercial customers
Includes four territories, served through 15 locations:
Connecticut (central and western Connecticut)
Philadelphia, Pennsylvania (greater metro area)
Nottingham, Pennsylvania (southwest of Philadelphia, extending into northeastern Maryland)
Rhode Island
Superior’s Existing Fuel Oil Distribution Assets
Albany
New York
Rochester
Buffalo
Pittsburgh
Binghamton
Scranton
Harrisburg
State College
Philadelphia
Syracuse
LocationTerminal
The BusinessProducts and Services Overview
Gross Profit by Product Category
Core MarketResidential Heating Oil
Growth Markets Services, Propane
Complementary OfferingsMotor Fuels, Commercial Heating Oil
Geographic Diversification
Gross Profit by Region(dollars in thousands)
Fuel Volume by Region(gallons in thousands)
9,393 10,02616,203
20,952 19,526645 2,069
3,508
9,627 10,922
1,621
2,275
2,819 3,177
3,336
5,441 5,636
1,404
$0
$5,000
$10,000
$15,000
$20,000
$25,000
$30,000
$35,000
$40,000
2005 2006 2007 2008 2009P
Connecticut PhiladelphiaNottingham Rhode Island
11,441 13,716
25,322
38,839 39,261
15,359 14,59623,455 25,902 23,975
904 2,432
6,299
14,902 14,140
4,626 5,039
7,106
8,3818,649
0 0
4,500
5,9825,609
0
10,000
20,000
30,000
40,000
50,000
60,000
2005 2006 2007 2008 2009E
Connecticut PhiladelphiaNottingham Rhode Island
20,889 22,067
41,360
55,16752,372
Product Diversification
Fuel Volume by Product Category
(gallons in thousands)
Gross Profit by Product Category (% of total)
11,899 12,17623,852
28,996 27,0653,458 3,166
5,187
8,343 9,003
3,136 4,480
8,764
13,386 11,677
987 982
1,590
1,9331,769
2,5082,858
1,409 1,264
1,967
0
10,000
20,000
30,000
40,000
50,000
60,000
2005 2006 2007 2008 2009E
No. 2 Residential No. 2 CommercialDelivered Motor Fuels PropaneOther
20,88922,067
41,360
55,167 52,372
49.8% 49.3% 53.9% 51.6% 49.6%
5.5% 4.5%5.0% 6.2% 6.0%
5.5% 8.2%8.2% 8.0% 7.8%
8.6% 6.9%4.2% 3.1% 3.4%
28.1% 29.0% 26.6% 28.8% 31.4%
1.9% 1.3% 1.0%0.9% 0.8%
0.6% 0.8% 1.2% 1.0%1.4%
0%
20%
40%
60%
80%
100%
2005 2006 2007 2008 2009P
No. 2 Res No. 2 Commercial Delivered Motor Fuel Propane Other Services Finance Charges
Regional Energy Markets Heating oil and propane remain strong in the Northeast
Approximately 35% of households use as main fuel source
Of the 451,000 commercial buildings in the U.S. that use heating oil, 254,000 (roughly 56.3%) are in the Northeast
While heating oil use is declining in total it’s rate of decline in the Northeast is only 1.5%, and fuel oil use is actually growing in some regions
Residential Heating Fuels(% of occupied housing units)
Commercial Energy Sources(% of occupied housing units)
Acquisition Summary Acquisition is executing on our stated strategy of value
based growth
Meets our stated objective of growing our core businesses
Geographic consolidation opportunities due to highly fragmented industry
Organic expansion to have propane and heating oil across North American foot print
Opportunistic acquisition at a low point in the current economic environment
Contact:Wayne BinghamExecutive Vice-President and Chief Financial Officer
Scott DanielVice-President, Treasurerand Investor Relations
1400, 840 - 7 Avenue SWCalgary, Alberta T2P 3G2Tel: 403-218-2970Fax: 403-218-2973Toll Free: 1-800-490-7587www.superiorplus.com