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Superior Plus Corp. Interim / Quarterly Report 2020

Nov 12, 2020

42632_rns_2020-11-11_66880b7f-1059-4636-9c74-ecd99c61f892.pdf

Interim / Quarterly Report

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Superior Plus Corp. Condensed Consolidated Balance Sheets

Superior Plus Corp.
Condensed Consolidated Balance Sheets
As at As at
September 30 December 31
(Unaudited, millions of Canadian dollars) Note 2020 2019
Assets
Current Assets
Cash and cash equivalents 33.4 26.5
Trade and other receivables 5 211.2 329.2
Prepaids and deposits 41.7 57.1
Inventories 6 109.8 116.2
Other current financial assets 12 12.1 5.4
Total Current Assets 408.2 534.4
Non-current Assets
Property, plant and equipment 4 1,663.8 1,575.6
Intangible assets 4 436.4 388.8
Goodwill 4 1,204.7 1,080.9
Notes, finance lease receivables and other investments 1.7 2.8
Employee future benefits 8.3 12.0
Deferred tax assets 13 42.2 41.2
Other non-current financial assets 12 6.0 2.3
Total Non-current Assets 3,363.1 3,103.6

Total Assets
3,771.3 3,638.0
Liabilities and Equity
Current Liabilities
Trade and other payables 8 347.5 424.0
Contract liabilities 17.4 18.1
Lease liabilities 11 52.0 52.4
Borrowings 10 7.0 10.1
Dividends payable 12.7 10.5
Other current financial liabilities 12 10.2 23.7
Total Current Liabilities 446.8 538.8

Non-current Liabilities
Lease liabilities 11 206.8 182.0
Borrowings 10 1,559.7 1,684.3
Other liabilities 9 29.5 29.7
Provisions 7 131.6 112.9
Employee future benefits 29.1 21.2
Deferred tax liabilities 13 55.3 28.5
Other non-current financial liabilities 12 4.5 1.6
Total Non-current Liabilities 2,016.5 2,060.2

Total Liabilities
2,463.3 2,599.0

Equity
Capital 2,350.3 2,339.9
Deficit (1,527.0) (1,406.2)
Accumulated other comprehensive earnings 138.4 105.3
Non-controlling interest 346.3

Total Equity
14 1,308.0 1,039.0

Total Liabilities and Equity
3,771.3 3,638.0

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

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2020 Third Quarter Results

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Superior Plus Corp. Condensed Consolidated Statements of Changes in Equity


Share
Capital Contributed
Total
(Unaudited,millions of Canadian dollars)
(Note 14)
Surplus
Capital

Accumulated
Other
Comprehensive
Non-
controlling
Interest
Total
Deficit
Earnings
(Note 14)
As at January 1, 2020
2,338.7
1.2
2,339.9
Net earnings (loss) for the period



Unrealized foreign currency gain (loss)
on translation of foreign operations



Actuarial defined-benefit loss



Income tax recovery on other
comprehensive loss


(1,406.2)
105.3

1,039.0
(7.9)

5.4
(2.5)

41.8
(7.5)
34.3

(11.9)

(11.9)

3.2

3.2
Total comprehensive earnings (loss)



Common shares issued under dividend
reinvestment plan
10.4

10.4
Preferred shares issued and issuance
costs incurred



Dividends and dividend equivalent
declared to common shareholders



Dividends topreferred shareholders


(7.9)
33.1
(2.1)
23.1



10.4
(18.1)

353.8
335.7
(94.8)


(94.8)


(5.4)
(5.4)
As at September 30, 2020
2,349.1
1.2
2,350.3
(1,527.0)
138.4
346.3
1,308.0
As at January 1, 2019
2,338.7
1.2
2,339.9
Net earnings for the period



Unrealized foreign currency loss on
translation of foreign operations



Actuarial defined-benefit loss



Income tax recovery on other
comprehensive loss


(1,422.9)
171.9

1,088.9
68.0


68.0

(46.1)

(46.1)

(3.9)

(3.9)

1.2

1.2
Total comprehensive earnings (loss)



Dividends and dividend equivalent
declared to shareholders


68.0
(48.8)

19.2
(94.4)


(94.4)
As at September 30,2019
2,338.7
1.2
2,339.9
(1,449.3)
123.1

1,013.7

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

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Superior Plus Corp.

Condensed Consolidated Statements of Net Earnings (Loss) and Total Comprehensive Earnings (Loss)

Superior Plus Corp.
Condensed Consolidated Statements of Net Earnings (Loss) and Total Comprehensive Earnings (Loss)
Superior Plus Corp.
Condensed Consolidated Statements of Net Earnings (Loss) and Total Comprehensive Earnings (Loss)
Three Months Ended
Nine Months Ended
September 30
September 30
(Unaudited,millions ofCanadiandollars, except pershare amounts)
Note
2020
2019(i)
2020
2019(i)
Revenue
15, 17
399.4
450.1
1,690.4
2,031.9
Cost of sales(includesproducts and services)
15
(233.1)
(255.1)
(905.1)
(1,184.9)
Grossprofit
166.3
195.0
785.3
847.0
Expenses
Selling, distribution and administrative costs
15
(202.9)
(219.8)
(648.0)
(706.9)
Finance expense
15
(24.3)
(29.1)
(80.2)
(86.4)
Gains (losses) on derivatives and foreign currency translation of
borrowings
12, 15
27.6
(27.9)
(21.8)
10.4

(199.6)
(276.8)
(750.0)
(782.9)
Earnings (loss) before income taxes
15
(33.3)
(81.8)
35.3
64.1
Income tax recovery (expense)
13
11.9
22.5
(37.8)
3.9
Net earnings (loss) for theperiod
15
(21.4)
(59.3)
(2.5)
68.0


Net earnings (loss) for the period attributable to:
Superior
(26.8)
(59.3)
(7.9)
68.0
Non-controllinginterest
5.4

5.4

Net earnings (loss) per share attributable to Superior, basic and
16
$(0.15)
$(0.34)
$(0.05)
$0.39




Other comprehensive earnings (loss)
Items that may be reclassified subsequently to net earnings (loss)

Unrealized foreign currency gain (loss) on translation of foreign
operations
(32.2)
16.5
34.3
(46.1)
Items that will not be reclassified to net earnings (loss)

Actuarial defined-benefit loss
(9.2)
(2.7)
(11.9)
(3.9)

Income tax recoveryon other comprehensive loss
2.5
0.8
3.2
1.2
Othercomprehensive earnings (loss)forthe period
(38.9)
14.6
25.6
(48.8)
Total comprehensive earnings (loss) for theperiod
(60.3)
(44.7)
23.1
19.2


Total comprehensive earnings (loss) for the period attributable to:
Superior
(58.2)
(44.7)
25.2
19.2
Non-controllinginterest
(2.1)

(2.1)

(i) Restated the prior period to be comparable with the current period's presentation (see Note 2(b)).

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

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Superior Plus Corp. Condensed Consolidated Statements of Cash Flows

Superior Plus Corp.
Condensed Consolidated Statements of Cash Flows
Three Months Ended Nine Months Ended
September 30
September 30
(Unaudited, millions of Canadian dollars) Note 2020 2019
2020
2019
OPERATING ACTIVITIES
Net earnings (loss) for the period (21.4) (59.3)
(2.5)
68.0
Adjustments for:
Depreciation included in selling, distribution and administrative costs 29.2 29.1 88.0 81.1
Depreciation of right-of-use assets included in selling, distribution and
administrative costs 10.2 8.6 28.7 24.2
Depreciation included in cost of sales 10.6 11.1 30.6 33.9
Amortization of intangible assets included in selling, distribution and
administrative costs 17.3 19.9 47.4 51.2
Loss (gain) on disposal of assets, impairments, and other non-cash items 1.4 (0.6)
2.7
15.8
Unrealized loss (gain) on financial and non-financial derivatives and foreign
currency translation 12 (26.8) 26.7 (3.4) (33.2)
Finance expense recognized in net earnings (loss) 24.3 29.1 80.2 86.4
Income tax expense (recovery) recognized in net earnings (loss) 13 (11.9) (22.5)
37.8
(3.9)
Changes in non-cash operatingworkingcapital and other 18 26.0 42.5 80.1 96.4
Net cash flows from operating activities before income taxes and interest paid 58.9 84.6 389.6 419.9
Income taxes paid (1.4) (1.5)
(8.4)
(6.0)
Interestpaid (40.3) (43.9) (91.6) (99.0)
Cash flows from operatingactivities 17.2 39.2 289.6 314.9

INVESTING ACTIVITIES
Acquisitions, net of cash acquired 4 (234.7) (258.4) (41.1)
Purchase of property, plant and equipment and intangible assets 19 (30.6) (41.0)
(85.9)
(84.4)
Proceeds on disposal ofproperty, plant and equipment 1.5 2.5 7.8 5.9
Cash flows used in investingactivities (263.8) (38.5) (336.5) (119.6)

FINANCING ACTIVITIES
Proceeds of revolving term bank credit facilities and other debt 869.9 925.9 1,953.7 1,807.9
Repayment of revolving term bank credit facilities and other debt (896.4) (896.8) (2,126.4) (1,888.1)
Proceeds from preferred share issuance 353.8 353.8
Preferred share issuance costs (18.1) (18.1)
Proceeds received from vehicle refinancing 0.8 18.1
Principal repayment of lease obligations (13.8) (8.4)
(39.0)
(30.1)
Debt issuance costs (0.5)
Dividendspaid to shareholders (35.1) (31.4) (87.6) (94.4)
Cash flows from(used in)financingactivities 261.1 (10.7) 54.5 (205.2)

Net increase (decrease) in cash and cash equivalents during the period
14.5 (10.0)
7.6
(9.9)
Cash and cash equivalents, beginning of the period 20.8 23.9 26.5 23.9
Effect of translation of foreign currency-denominated cash and cash
equivalents (1.9) (0.2) (0.7) (0.3)
Cash and cash equivalents, end of theperiod 33.4 13.7 33.4 13.7

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

Superior Plus Corp.

2020 Third Quarter Results

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SUPERIOR PLUS CORP.

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” or the “Company”) is a diversified business corporation, incorporated under the Canada Business Corporations Act . Superior is a publicly traded company with its common shares trading on the Toronto Stock Exchange under the exchange symbol SPB.

These unaudited condensed consolidated financial statements were authorized for issue by the Board of Directors on November 11, 2020.

Reportable Operating Segments

Superior operates three reportable operating segments: Canadian Propane Distribution, United States (“U.S.”) Propane Distribution and Specialty Chemicals. The Canadian Propane Distribution segment includes the Canadian retail business and wholesale business with operations in Canada and California. The U.S. Propane Distribution segment distributes propane gas and liquid fuels along the Eastern U.S., and into the Midwest and California. Specialty Chemicals is a leading global supplier of sodium chlorate and technology to the pulp and paper industry and a regional supplier of chlor-alkali products in the U.S. Midwest and Western Canada.

References to Energy Distribution in the notes below refers to both Canadian Propane Distribution and U.S. Propane Distribution because of the inherent similarities of the businesses.

2. BASIS OF PRESENTATION

(a) Preparation of Condensed Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting , 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, 2019, except for the adoption of new standards effective as of January 1, 2020 (see 2(d)) and any additional policies disclosed below (see 2(c)).

The unaudited condensed consolidated financial statements were prepared on the historical cost basis, except for the revaluation of certain financial instruments and incorporate the accounts of Superior and its 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 condensed consolidated statements of net earnings (loss) and total comprehensive earnings (loss) from date of acquisition, or in the case of disposals, up to the effective date of disposal. Where Superior’s interest is less than 100 percent, the interest attributable to outside shareholders is reflected in non-controlling interest (“NCI”). Superior’s subsidiary has outstanding cumulative preference shares that are classified as equity and are held by non-controlling interest, Superior computes its share of profit or loss after adjusting for the dividends on preference shares which is shown on the condensed consolidated statements of changes in equity as a deduction in NCI. The NCI is translated using exchange rates prevailing at the end of each reporting period with the foreign exchange translation included in other comprehensive earnings (loss) for the period.

All transactions and balances between Superior and Superior’s subsidiaries are eliminated upon consolidation. Superior’s subsidiaries, issued with common shares, are all wholly owned directly or indirectly by the Company. The assets and liabilities of Superior’s foreign operations are translated using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences are recognized in other comprehensive earnings (loss) for the period.

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(b) Reclassification of Comparative Figures and Restatement

In accordance with International Financial Reporting Standards (“IFRS”) 9, Financial Instruments (“IFRS 9”), management has recorded realized gains (losses) on derivatives in gains (losses) on derivatives and foreign currency translation of borrowings. In prior periods, realized gains and losses on derivative financial instruments were recognized as a component of revenue, cost of sales or finance expense/income, the classification of which depended on the underlying nature of the economic exposure being managed, while the unrealized gains (losses) on derivatives were recorded in their own line separately. In the current period, realized gains and losses on derivative financial instruments are recorded as a component of gains (losses) on derivatives and foreign currency translation of borrowings together with the unrealized gains (losses) on derivatives. Management has restated the comparative figures to conform to this presentation.

(c) IAS 20, Government Grants

Government grants are recognized initially at fair value when there is reasonable assurance that it will be received and the Company will comply with the conditions associated with the grant. Government grants related to profit or loss are presented as part of Superior’s unaudited condensed consolidated statements of net earnings (loss) and total comprehensive earnings (loss) as a reduction of the related expense.

In response to COVID-19, the Government of Canada implemented the Canadian Emergency Wage Subsidy (“CEWS”) program. The CEWS program offers qualifying organizations government assistance in the form of a payroll subsidy to offset the cost of employees. The payroll subsidy was recognized as an offset to salary expense as follows:

Three Months Ended Nine Months Ended
September 30 September 30
2020 2019 2020 2019
Cost of products and services 2.3 2.3
Selling, distribution and administrative
costs 15.3 15.3
Total 17.6 17.6

There are no unfulfilled conditions attached to this government assistance. As of September 30, 2020, the above amount is included in trade and other receivables.

(d) Changes in Accounting Policies and Disclosures

Amendments to IFRS 3, Definition of a Business (“IFRS 3”)

The amendment to IFRS 3 clarifies that to be considered a business, an integrated set of activities and assets must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. Furthermore, it clarified that a business can exist without including all of the inputs and processes needed to create outputs. These amendments had no significant impact on the condensed consolidated financial statements of Superior.

Several amendments and interpretations apply for the first time in 2020, but do not have an impact on the condensed consolidated financial statements of Superior.

(e) Standards Issued But Not Yet Effective

Amendments to IAS 1, Presentation of Financial Statements (“IAS 1”), to Clarify Requirements for Classifying Liabilities as Current or Non-current

On January 23, 2020, the IASB issued amendments to IAS 1 (the “amendments”) to clarify the requirements for classifying liabilities as current or non-current. More specifically:

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  • The amendments specify that the conditions which exist at the end of the reporting period are those which will be used to determine if a right to defer settlement of a liability exists.

  • Management expectations about events after the balance sheet date, for example on whether a covenant will be breached, or whether early settlement will take place, are not relevant.

  • The amendments clarify the situations that are considered settlement of a liability.

The new guidance will be effective for annual periods starting on or after January 1, 2023. The amendments are not expected to have a significant impact on the Company’s condensed consolidated financial statements.

Amendments to IAS 37, Provisions, Contingent Liabilities and Contingent Assets (“IAS 37”), “Onerous Contracts – Costs of Fulfilling a Contract”

On May 2020, the IASB issued amendments to IAS 37 to specify which costs an entity needs to include when assessing whether a contract is onerous or loss-making.

The amendments to IAS 37 apply a “directly related cost approach”. The costs that relate directly to a contract to provide goods or services include both incremental costs (e.g., the costs of direct labour and materials) and an allocation of costs directly related to contract activities (e.g., depreciation of equipment used to fulfil the contract as well as costs of contract management and supervision). General and administrative costs do not relate directly to a contract and are excluded unless they are explicitly chargeable to the counterparty under the contract.

The new guidance will be effective for annual periods starting on or after January 1, 2022 and must be applied prospectively to contracts for which an entity has not yet fulfilled all of its obligations at the beginning of the annual reporting period in which it first applies the amendments (the date of initial application). Earlier application is permitted and must be disclosed. Superior plans to adopt the amendments to IAS 37 beginning January 1, 2022 and the adoption is not expected to have a significant impact on the Company’s condensed consolidated financial statements.

Reference to the Conceptual Framework - Amendments to IFRS 3

In May 2020, the IASB issued Amendments to IFRS 3 Business Combinations - Reference to the Conceptual Framework. The amendments are intended to replace a reference to the Framework for the Preparation and Presentation of Financial Statements, issued in 1989, with a reference to the Conceptual Framework for Financial Reporting issued in March 2018 without significantly changing its requirements.

The Board also added an exception to the recognition principle of IFRS 3 to avoid the issue of potential ‘day 2’ gains or losses arising for liabilities and contingent liabilities that would be within the scope of IAS 37 or IFRIC 21 Levies, if incurred separately. At the same time, the Board decided to clarify existing guidance in IFRS 3 for contingent assets that would not be affected by replacing the reference to the Framework for the Preparation and Presentation of Financial Statements.

The amendments are effective for annual reporting periods beginning on or after 1 January 2022 and apply prospectively. The amendments are not expected to have a significant impact on the Company’s condensed consolidated financial statements.

Superior has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

(f) Significant Accounting Judgments, Estimates and Assumptions

The preparation of Superior’s condensed consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. 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

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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 condensed consolidated financial statements are consistent with those disclosed in Superior’s 2019 annual consolidated financial statements, except for the following:

COVID-19

The outbreak of the novel strain of the coronavirus, specifically identified as the COVID-19 pandemic, has caused governments worldwide to enact emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. COVID-19 did not significantly impact the carrying values of the Company’s assets and liabilities as at September 30, 2020, except for the employee future benefits, property, plant and equipment and provisions in relation to the decommissioning costs that were affected by lower interest rates; the employee future benefits were impacted by a loss of $9.2 million while the impact of the change in discount rate is disclosed in Note 7. At this time, given the uncertainty in the developments surrounding COVID-19, it is not possible to reliably estimate the full impact this will have on Superior’s financial position and operating results. Certain expenses were eligible under the CEWS program instituted by the Government of Canada. The CEWS program allowed Superior to recover a portion of eligible employee costs incurred earlier in the year. As a result, Superior recorded a subsidy of $17.6 million as a reduction to expenses, see Note 2(c). The Government of Canada continues to make amendments to the CEWS program and Superior may be eligible for future claims. Judgments, estimates and assumptions made by management during the preparation of these condensed consolidated financial statements may also change as conditions related to the COVID-19 change. Changes in assumptions including, but not limited to, foreign exchange rates, interest rates and commodity prices could impact the measurement of items including derivative and non-derivative instruments, allowance for doubtful accounts, provisions and employee future benefits.

3. SEASONALITY OF OPERATIONS

Energy Distribution

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 of heating from 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 lows in the second and third quarters. Net working capital is also significantly influenced by wholesale propane prices and other refined fuels.

For the 12 months ended September 30, 2020, Energy Distribution reported gross profit of $947.2 million (September 30, 2019 ̶ $933.9 million) and net earnings of $228.1 million (September 30, 2019 ̶ $119.7 million).

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4. ACQUISITIONS

Acquisitions in 2020

A summary of the 2020 acquisitions is as follows:

Purchase Price Allocation Western Champagne Rymes
Cash 0.9
Accounts receivable 0.9 0.5 3.9
Prepaid expenses 0.1
Inventories 0.2 0.9 2.4
Property, plant and equipment 8.5 8.6 75.6
Intangible assets 9.4 9.5 54.7
Trade and other payables and contract liabilities (1.1) (1.1) (7.1)
Lease liabilities (2.3)
Deferred tax liabilities (2.5)
Net identifiable assets and liabilities 14.1 18.4 129.5
Consideration transferred
Fair value of deferred consideration 5.2
Cashpaid onacquisition 24.6 36.7 198.0
Total consideration transferred 29.8 36.7 198.0
Goodwill arisingon acquisition 15.7 18.3 68.5

The acquisition costs directly attributable to the following acquisitions were expensed and are included in selling, distribution and administrative costs. The goodwill recognized represents the expected synergies from operations and the intangible assets that do not qualify for separate recognition. Goodwill arising on acquisition is deductible for tax purposes unless otherwise noted and forms part of the U.S. Propane Distribution segment, unless otherwise noted. The acquisitions were initially funded by drawing on Superior’s credit facility or the proceeds from the preferred share issuance during the period, unless otherwise noted.

Revenue and net earnings (loss) for the three and nine months ended September 30, 2020, would have been $435.8 million and ($18.0) million; and $1,850.4 million and $14.2 million, respectively, if the acquisition had occurred on January 1, 2020.

Western Propane Services (“Western”)

On January 9, 2020, Superior acquired all the issued and outstanding shares of Western, a Southern California retail propane distribution company for total consideration of US$22.7 million (C$29.8 million). The acquisition was funded by drawing on Superior’s credit facility and deferring US$4.0 million (C$5.2 million) in payments over the next five years.

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Superior has finalized the purchase price allocation and restated the previously reported fair values as follows:

Current assets
Property, plant and equipment
Intangible assets
Goodwill
Trade and other payables and contract liabilities
Non-current liabilities
PreviouslyReported Adjustments
September 30, 2020
2.2
(0.1)
2.1
8.1
0.4
8.5
8.9
0.5
9.4
17.4
(1.7)
15.7
(1.0)
(0.1)
(1.1)
(5.8)
1.0
(4.8)

Subsequent to the acquisition date of January 9, 2020, the acquisition contributed revenue and net earnings of $3.1 million and $0.7 million; and $12.1 million and $2.5 million, respectively, to the U.S. Propane Distribution segment for the three and nine months ended September 30, 2020.

Property, plant and equipment were increased by $0.4 million to $8.5 million, as a result of finalizing the fair value for all the tanks acquired. Intangible assets were increased by $0.5 million to $9.4 million; the increase was mainly attributed to the reassessment of customer relationships and will be amortized over the estimated life of these relationships estimated to be eight years. Deferred tax liabilities were decreased by $1.0 million, as a result of finalizing the values of the assets acquired. Current assets, trade and other payables and contract liabilities were adjusted to account for all assets and liabilities that existed at the acquisition date.

As a result of the above adjustments, goodwill was decreased by $1.7 million. The final goodwill balance of $15.7 million comprises the value of expected synergies from the acquisition. Goodwill related to the Western acquisition is not deductible for tax purposes.

Champagne’s Energy (“Champagne”)

On August 3, 2020, Superior acquired the assets of a retail propane distribution company, operating under the tradename, Champagne, for total consideration of US$27.4 million (C$36.7 million). The acquisition was funded by drawing on Superior’s credit facility which was previously paid down by the proceeds from the preferred share issuance during the period.

The purchase price allocation is considered preliminary, and as a result, may be adjusted during the 12-month period following the acquisition once all the required information pertaining to working capital and customer attrition is obtained and assessed. Superior has allocated the purchase price to the identified assets and liabilities based on their current book value and fair value estimates based on available information. The amounts presented are based on their estimated fair value and management expects that any further changes will relate to finalizing the fair value of property, plant and equipment, intangible assets and goodwill.

Subsequent to the acquisition date of August 3, 2020, the acquisition contributed revenue and net earnings of $2.0 million and $0.6 million; and $2.0 million and $0.6 million, respectively, to the U.S. Propane Distribution segment for the three and nine months ended September 30, 2020.

Rymes Propane and Oil (“Rymes”)

On September 1, 2020, Superior acquired the assets of a retail propane and heating oil distribution company, operating under the tradename, Rymes, for total consideration of US$151.6 million (C$198.0 million). The acquisition was funded by drawing on Superior’s credit facility which was previously paid down by the proceeds from the preferred share issuance during the period.

The purchase price allocation is considered preliminary, and as a result, may be adjusted during the 12-month period following the acquisition once all the required information pertaining to working capital, tank existence and customer attrition is obtained and assessed. Superior has allocated the purchase price to the identified assets and liabilities based on their current book value and fair value estimates based on available information. The amounts

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presented are based on their estimated fair value and management expects that any further changes will relate to finalizing the fair value of property, plant and equipment, intangible assets and goodwill.

Subsequent to the acquisition date of September 1, 2020, the acquisition contributed revenue and net earnings of $6.5 million and $0.2 million; and $6.5 million and $0.2 million, respectively, to the U.S. Propane Distribution segment for the three and nine months ended September 30, 2020.

Acquisitions in 2019

During the year ended December 31, 2019, the Company closed three other acquisitions for total consideration of $22.8 million. This consisted of one acquisition in Canada and two acquisitions in the U.S. Superior has finalized the purchase price allocations during the three and nine months ended September 30, 2020 and did not change the previously reported fair values.

5. TRADE AND OTHER RECEIVABLES

A summary of trade and other receivables is as follows:

September 30 December 31
2020 2019
Trade receivables, net of allowances 173.1 320.7
Accounts receivable – other_(i)_ 38.1 8.5
Trade and other receivables 211.2 329.2

(i) Includes $17.6 million related to the CEWS program, see Note 2(c), which was received subsequent to September 30, 2020.

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

September 30 December 31
2020 2019
Current 140.9 235.2
Past due less than 90 days 25.8 84.5
Past due over 90 days 17.0 10.3
Trade receivables 183.7 330.0

Superior’s trade receivables are stated after deducting an allowance of $10.6 million as at September 30, 2020 (December 31, 2019 – $9.3 million). The movement in the allowance for doubtful accounts is as follows:

September 30
December 31
2020
2019





Allowance for doubtful accounts, January 1
(9.3)
(11.2)
Impairment losses recognized on receivables
(4.5)
(2.5)
Amounts written off during the period as uncollectible
3.4
3.5
Amounts recovered
0.4
0.9
Foreign exchange impact and other
(0.6)
Allowance for doubtful accounts, end of theperiod
(10.6)
(9.3)

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6. INVENTORIES

A summary of inventories is as follows:

September 30 December 31
2020 2019
Propane, heating oil and other refined fuels 51.7 55.5
Propane retailing materials, supplies, appliances and other 11.8 13.2
Chemical finished goods and raw materials 26.8 30.2
Chemical stores,supplies and other 19.5 17.3
109.8 116.2
Three Months Ended
Nine Months Ended
September 30
September 30
2020
2019
2020
2019
Cost of inventories recognized as an expense
Inventorywrite-downs to(reversals from)cost of sales
186.5
268.1
784.8
1,042.5
0.4
(0.5)
2.2
(3.9)

7. PROVISIONS

A summary of provisions is as follows:

**Restructuring ** Decommissioning Other Other Total
Balance as at December 31, 2019 4.9 108.4 7.2 120.5
Additions 1.8 1.4 3.2
Utilization (3.5) (0.6) (1.2) (5.3)
Amounts reversed during the period (0.2) (0.2)
Unwinding of discount 1.2 1.2
Impact of change in discount rate 16.9 16.9
Net foreign currency exchange difference 0.8 0.1 0.9
Balance as at September 30, 2020 3.0 128.1 6.1 137.2
September 30
December 31
2020 2019
Current (Note 8) 5.6 7.6
Non-current 131.6 112.9
137.2 120.5

Superior is subject to various claims and potential claims in the normal course of business, but the Company does not expect the ultimate settlement of any of these to have a material effect on its financial results. The outcomes of all the proceedings and claims against Superior are subject to future resolution that includes the uncertainties of litigation. It is not possible for Superior to predict the result or magnitude of the claims due to the various factors and uncertainties involved in the legal process. Based on information currently known to Superior, it is not probable that the ultimate resolution of any proceedings and claims, individually or in total, will have a material effect on the condensed consolidated statements of net earnings (loss) and total comprehensive earnings (loss) or condensed consolidated balance sheets. If it becomes probable that Superior is liable, Superior will record a provision in the period the change in probability occurs, and the resulting impact could be material to the condensed consolidated statements of net earnings (loss) and total comprehensive earnings (loss) or condensed consolidated balance sheets.

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8. TRADE AND OTHER PAYABLES

A summary of trade and other payables is as follows:

September 30 December 31
2020 2019
Trade payables 211.3 307.1
Provisions (Note 7) 5.6 7.6
Accrued liabilities and other payables 99.0 92.5
Current taxes payable 19.4 11.1
Share-basedpayments,currentportion 12.2 5.7
Trade and otherpayables 347.5 424.0

9. OTHER LIABILITIES

A summary of other liabilities is as follows:

September 30 December 31
2020 2019
Quebec cap and trade payable 9.9 7.8
California cap and trade payable 9.3 7.2
Nova Scotia cap and trade payable 0.8 0.4
Share-basedpayments and others 9.5 14.3
Other liabilities 29.5 29.7

Superior operates in California, Nova Scotia, and Quebec, and is required to participate in the respective government cap and trade programs, which requires Superior to settle any liability with compliance instruments at the end of each compliance period. Intangible assets are recorded when compliance instruments are purchased, and cap and trade liabilities are recorded upon the import of propane. These are included in the condensed consolidated statements of cash flows net of the liability that has been accrued related to cap and trade.

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10. BORROWINGS

A summary of borrowings is as follows:

Year of
Maturity
Effective Interest
September 30 December 31
Rate
2020
2019
Revolving Term Bank Credit Facilities(1)
Bankers’ Acceptances ("BA")
2024
Canadian Prime Rate Loan (Prime and Swing
line)
2024
LIBOR Loans (US$50.0 million;
2024
2019 – US$332.0 million)
U.S. Base Rate Loans (Prime and Swing line)
2024
(nil;2019 – US$14.0 million)
Floating BA rate
plus 1.70%
258.0
5.0
Prime rate plus
0.70%
4.6
14.9
Floating LIBOR
rate plus 1.70%
66.6
431.3
U.S. Prime rate
plus 0.70%

18.1
329.2
469.3
Other Debt
Accounts receivable factoring program(2)
Deferred consideration and other
2020–2025
Floating BA plus
1.625%

3.9
Non-interest bearing
24.8
23.8
24.8
27.7
Senior Unsecured Notes
Senior unsecured notes(3)
2024
Senior unsecured notes(4)
2025
Senior unsecured notes(5)
2026
5.25%
400.0
400.0
5.125%
370.0
370.0
7.000%
466.2
454.7
1,236.2
1,224.7
Total borrowings before deferred financing fees
Deferred financingfees and discounts
1,590.2
1,721.7
(23.5)
(27.3)
Total borrowings before current maturities
Current maturities
1,566.7
1,694.4
(7.0)
(10.1)
**Total non-current borrowings ** 1,559.7
1,684.3

(1) As at September 30, 2020, Superior had $39.8 million of outstanding letters of credit (December 31, 2019 – $31.3 million) and $299.1 million of outstanding financial guarantees on behalf of its businesses (December 31, 2019 – $241.0 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 and the short-term nature of the underlying debt instruments. On May 8, 2019, Superior extended and restated its syndicated credit facility with 10 lenders, with no material changes to the financial covenants and extended its maturity to May 8, 2024. The credit facilities are secured by substantially all of the assets of Superior. The lender commitments remain the same at $750.0 million and can be expanded further to $1,050.0 million on condition that no event of default has occurred and lender consent is provided.

(2) Superior had a Master Receivables Purchase Agreement with a financial institution that expired and was settled in May 2020.

(3) These senior unsecured notes were issued at par value and mature on February 27, 2024. The senior unsecured notes contain certain early redemption options under which Superior has the option to redeem all or a portion of the senior unsecured notes at various redemption prices, which include the principal plus accrued and unpaid interest, if any, to the application redemption date. Interest is payable semi-annually on February 27 and August 27, and commenced August 27, 2017. The fair value of the senior unsecured notes is $412.5 million (December 31, 2019 – $410.0 million), based on prevailing market prices.

(4) These senior unsecured notes contain certain early redemption options under which Superior has the option to redeem all or a portion of the senior unsecured notes at various redemption prices, which include the principal plus accrued and unpaid interest, if any, to the application redemption date. The fair value of the senior unsecured notes is $382.3 million (December 31, 2019 – $374.9 million), based on prevailing market prices.

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  • (5) These US$350 million senior unsecured notes contain certain early redemption options under which Superior has the option to redeem all or a portion of the senior unsecured notes at various redemption prices, which include the principal plus accrued and unpaid interest, if any, to the application redemption date. The fair value of the senior unsecured notes is $501.2 million (December 31, 2019 – $489.0 million), based on prevailing market prices. During the three and nine months ended September 30, 2020, foreign exchange translation gain (loss) amounted to $9.2 million and ($17.0) million, respectively (three and nine months ended September 30, 2019 – ($3.8) million and $22.8 million foreign exchange translation gain (loss), respectively), see Note 12.

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

Current maturities 7.0
2021–2022 7.2
2022–2023 5.6
2023–2024 732.2
2024–2025 372.0
2025–2026 466.2
Total 1,590.2

11. LEASING ARRANGEMENTS

The lease liabilities by operating segment are as follows:

Propane Propane
Distribution Specialty
**Canada ** **U.S. ** Chemicals Corporate Total
Lease liabilities as at December 31, 2019 72.7 46.3 113.9 1.5 234.4
Lease liabilities assumed as part of a business
combination 2.3 2.3
Additions 19.9 35.0 4.0 58.9
Finance expense on lease liabilities 3.0 2.8 4.6 0.1 10.5
Lease payments (15.4) (14.0) (19.9)
(0.2)
(49.5)
Impact of changes in foreign exchange rates and other 0.5 0.3 1.4 2.2
Lease liabilities as at September 30, 2020 80.7 72.7 104.0 1.4 258.8
September 30 December 31
2020 2019
Current portion of lease liabilities 52.0 52.4
Non-current portion of lease liabilities 206.8 182.0
Total lease liabilities 258.8 234.4

Included in the above lease liabilities, as at September 30, 2020, are vehicle and other fleet lease obligations of $86.4 million (December 31, 2019 – $73.0 million).

12. 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.

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  • 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 ask 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.

All financial and non-financial derivatives are designated as fair value through profit or loss (“FVTPL”) upon their initial recognition.

For items that are recognized at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by reassessing their classification at the end of each reporting period. During September 30, 2020, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into or out of Level 3 fair value measurements.

A summary of financial assets and liabilities is as follows:

As at September As at September 30, 2020
Level 1 Level 2 Level 3 Total
Assets
Foreign currency forward contracts, net sale 7.9 7.9
Equity derivative contract 4.1 4.1
Propane, WTI, butane, heating oil and diesel wholesale
purchase and sale contracts– EnergyDistribution **– ** 6.1 **– ** 6.1
Totalassets 7.9 10.2 18.1
Liabilities
Foreign currency options, USD/CAD calls 1.5 1.5
Foreign currency forward contracts, net sale 6.9 6.9
Equity derivative contract 1.0 1.0
Propane, WTI, butane, heating oil and diesel wholesale
purchase and sale contracts– EnergyDistribution **– ** 5.3 **– ** 5.3
Total liabilities 8.4 6.3 **– ** 14.7
Total net assets(liabilities) (0.5) 3.9 3.4
Current portion of assets 3.6 8.5 12.1
Currentportion of liabilities 4.2 6.0 10.2

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As atDecember 31,2019
Level 1 Level 2
Level3
Total
Assets
Foreign currency forward contracts, net sale 3.5
3.5
Equity derivative contract 0.9
0.9
Propane, WTI, butane, heating oil and diesel wholesale
purchase and sale contracts– EnergyDistribution 3.3 3.3
Totalassets 3.5 4.2
7.7
Liabilities
Foreign currency forward contracts 3.2
3.2
Cross-currency interest rate swaps 5.8
5.8
Propane, WTI, butane, heating oil and diesel wholesale
purchase and sale contracts– EnergyDistribution 16.3 16.3
Total liabilities 9.0 16.3 25.3
Total net liabilities (5.5) (12.1) (17.6)
Current portion of assets 2.1 3.3
5.4
Currentportion of liabilities 7.8 15.9
23.7

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:

Effective Valuation Technique(s) and Key
Description Notional Term Rates Input(s)
Level 1 fair value hierarchy:
Foreign currency forward
contracts,net sale US$435.1 2020–2024 $1.33 Quoted bidprices in the active market.
Foreign currency options $1.40–
USD/CAD calls US$42.0 2024 $1.47 Quoted bidprices in the active market.
Cross-currency interest
rate exchange agreements(i) US$170.0 2020 $1.30 Quoted bid prices in the active market.
Level 2fair value hierarchy:
Equity derivative contracts C$21.1 2020–2022 $10.29 Discounted cash flows – Future cash flows
are estimated based onthe share price.
Propane, WTI, butane, heating oil $0.47– Quoted bid prices for similar products in
and diesel wholesale purchase 125.8 USG(ii) 2020–2023 $1.48 an active market.
and sale contracts – Energy
Distribution

(i) Fully settled in the second quarter of 2020.

(ii) Millions of United States gallons (“USG”) purchased.

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Superior’s realized and unrealized financial instrument gains (losses) for the three and nine months ended September 30, 2020 and 2019 are as follows:

Three Months Ended Three Months Ended
September 30 September 30
2020 2019
Realized
Realized
Unrealized
Gain
Unrealized
Description Gain Gain Total (Loss) Loss Total
Foreign currency forward contracts – net sale and
foreign currency options, USD/CAD calls 0.3 12.8 13.1 (1.5)
(5.3)
(6.8)
Cross-currency interest rate swaps
(0.1)
(0.1)
Equity derivative contracts 1.3 1.3
(1.3)
(1.3)
Propane, WTI, butane, heating oil and diesel wholesale
purchase and sale contracts– EnergyDistribution 0.5 2.5 3.0 0.3 (15.6) (15.3)
Total gains (losses) on financial and non-financial
derivatives 0.8 16.6 17.4 (1.2)
(22.3)
(23.5)
Foreign exchange gain (loss) on U.S. dollar debt
andleaseliabilities **– ** 10.2 10.2
(4.4)
(4.4)
Totalgains(losses) 0.8 26.8 27.6 (1.2) (26.7) (27.9)
Nine Months Ended Nine Months Ended
September 30 September 30
2020 2019
Unrealized Unrealized
Realized
Gain
Realized
Gain
Description Loss (Loss) Total Loss (Loss) Total
Foreign currency forward contracts – net sale and
foreign currency options, USD/CAD calls (5.9)
(0.7)
(6.6) (8.5)
24.1
15.6
Cross-currency interest rate swaps 5.8 5.8
(8.5)
(8.5)
Equity derivative contracts 2.1 2.1
4.1
4.1
Propane, WTI, butane, heating oil and diesel wholesale
purchase and sale contracts– EnergyDistribution (19.3)
14.6
(4.7) (14.3) (11.2) (25.5)
Total gains (losses) on financial and non-financial
derivatives (25.2)
21.8
(3.4) (22.8)
8.5
(14.3)
Foreign exchange gain (loss) on U.S. dollar debt
andleaseliabilities **– ** (18.4) (18.4)
24.7
24.7
Totalgains(losses) (25.2) 3.4 (21.8) (22.8) 33.2 10.4

Realized and unrealized 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 condensed consolidated statements of net earnings (loss) and total comprehensive earnings (loss) as a component of gains (losses) on derivatives and foreign currency translation of borrowings.

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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 FVTPL Fair value
Notes and finance lease receivables Loans and receivables Amortized cost
Financial liabilities
Trade and other payables Other liabilities Amortized cost
Dividends payable Other liabilities Amortized cost
Borrowings Other liabilities Amortized cost
Derivative liabilities FVTPL Fair value

The fair value of cash and cash equivalents, trade and other receivables, notes and finance lease receivables, trade and other payables, dividends payable and revolving term bank credit facilities correspond to the respective carrying amounts due to their short-term nature and/or the interest rate on the asset is commensurate with market interest rates for the type of asset with similar duration and credit risk. The fair value of senior unsecured notes disclosed in Note 10 are determined by quoted market prices (Level 1 fair value hierarchy).

Offsetting of Financial Instruments

Financial assets and liabilities are offset and the net amount reported on the condensed 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 do, however, still allow for the related amount to be set off in certain circumstances, such as bankruptcy or the termination of contracts. As at September 30, 2020 and December 31, 2019, Superior has not recorded any amount against other current and non-current financial liabilities.

Financial Instruments – Risk Management

Market Risk

Financial derivatives 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 financial and non-financial derivatives according to the exposures these instruments mitigate. Superior’s policy is not to use financial 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 financial derivatives and non-financial derivatives as held for trading.

Energy Distribution enters into various propane forward purchase and sale agreements to manage the economic exposure of its wholesale customer supply contracts. Energy Distribution monitors its fixed-price propane positions on a daily basis to monitor compliance with established risk management policies. Energy Distribution 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 Distribution 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. Superior 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.

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Superior manages its overall liquidity risk in relation to its general funding requirements by utilizing a mix of short-term and long-term debt instruments. Superior reviews its mix of short-term and long-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 financial derivative and non-financial derivative instruments in order to mitigate its counterparty risk. Superior assesses the creditworthiness of its significant counterparties at the inception and throughout the term of a contract. Superior is also exposed to customer credit risk. Energy Distribution deals with a large number of small customers, thereby reducing this risk. Energy Distribution actively monitors the creditworthiness of its commercial customers. 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 creditworthiness of its customers. Overall, Superior’s credit quality is enhanced by its portfolio of customers, which is diversified across geographical (primarily Canada and the U.S.) and end-use (primarily commercial, residential and industrial) markets.

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

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 affect liquidity.

Equity Price Risk

Equity price risk is the risk of volatility in earnings as a result of volatility in Superior’s share price. Superior has equity price risk exposure to shares that it issues under various forms of share-based compensation programs, which affect earnings when outstanding units are revalued at the end of each reporting period. Superior uses equity derivatives to manage volatility derived from its share-based compensation program.

As at September 30, 2020, Superior estimates that a 10% increase in its share price would have resulted in a $2.4 million increase in earnings due to the revaluation of equity derivative contracts.

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

Current 12 Months Ended September 30
2022
2023
2024
2025
2026
Thereafter
Total
Borrowings
7.0
Lease liabilities
52.0
Non-cancellable, low-value, short-term
leases and leases with variable lease
payments
4.0
USD-foreign currency forward sales
contracts
223.6
USD/CAD call options(i)

Propane, WTI, butane, heating oil

and diesel wholesale purchase and
sale contracts – EnergyDistribution
89.2
7.2
5.6 732.2
372.0
466.2

1,590.2
49.7
38.9
30.8
24.8
11.6
51.0
258.8
2.9
1.6
0.1



8.6
100.5
72.0
33.0
6.0


435.1

30.0
12.0



42.0



14.4
5.6




109.2

(i)USD/CAD call options expiring in December 2023 with strike prices ranging from $1.40 to $1.47 settling in 2024.

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 flows from operations, proceeds on revolving term bank credit facilities and proceeds on the issuance of share capital. Superior’s financial instruments’ sensitivities are consistent as at September 30, 2020 and December 31, 2019.

13. 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 Canadian, U.S. income taxes, Chilean and Luxembourg income taxes.

As a result of the enactment of new tax legislation, deferred tax assets of approximately $15.0 million previously recognized at December 31, 2019 were derecognized in the nine months period ended September 30, 2020.

Total income tax expense (recovery), composed of current income taxes and deferred income taxes for the three and nine months ended September 30, 2020, was ($11.9) million and $37.8 million, respectively, compared to ($22.5) million and ($3.9) million in the comparative periods. For the three and nine months ended September 30, 2020, deferred income tax expense (recovery) was ($16.0) million and $26.8 million, respectively, which resulted in a corresponding total net deferred income tax liabilities of $13.1 million as at September 30, 2020 (December 31, 2019 – $12.7 million net deferred income tax assets).

14. EQUITY ATTRIBUTABLE TO COMMON SHAREHOLDERS AND NCI

Superior is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares.

Common 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 the Preferred Shares of Superior Plus US Holdings are outstanding. See Preferred Shares issued by a subsidiary further below.

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Total Capital Equity
Issued Number of Attributable Attributable
Common Shares to Common to Common
(Millions) Shareholders Shareholders
As at December 31, 2019 174.9 2,339.9 1,039.0
Issuance of common shares 1.1 10.4 10.4
Net loss for the period (7.9)
Other comprehensive earnings 33.1
Dividends declared to common shareholders (94.8)
Preferred share issuance costs (18.1)
As at September 30, 2020 176.0 2,350.3 961.7

During the three and nine months ended September 30, 2020, Superior issued nil and 1.1 million shares, respectively, under its dividend reinvestment plan and optional share purchase program (“DRIP”) for total gross proceeds of nil and $10.4 million, respectively (three and nine months ended September 30, 2019 – nil).

Superior suspended the active operation of its DRIP after payment of the May dividend, paid on June 15, 2020. Shareholders participating in the DRIP began receiving a cash payment for dividends declared during the three months ended September 30, 2020. Superior’s DRIP program will remain in place should Superior elect to reactivate the DRIP at a future date, subject to regulatory approval.

Preferred Shares

On July 13, 2020, Superior issued 260,000 Preferred Shares (the “Preferred Shares”) by its wholly owned subsidiary Superior Plus US Holdings for gross proceeds of US$260 million (C$353.8 million). The initial proceeds were recorded as a non-controlling interest within equity and the issuance costs of US$13.4 million (C$18.1 million) were allocated to Superior’s deficit.

The Preferred Shares entitle the holders to a cumulative dividend of 7.25% per annum through to the end of Superior’s second fiscal quarter in 2027. If dividends are paid on the common shares, Superior is required to pay the dividend in cash on the Preferred Shares, otherwise, the Preferred Share dividends can be paid or accrued at Superior’s option. In the event that Superior declares a dividend on its common shares in excess of $0.06 per month, the holders of the Preferred Shares shall be entitled to an equivalent amount. Superior has the option to redeem all, but not less than all, the Preferred Shares at a date that is seven years after the issue date with not less than 30 days prior written notice to the holders of the Preferred Shares. The preferred shares can be redeemed at US$1,000 per share plus accrued and unpaid dividends If Superior does not redeem the Preferred Shares, the dividend rate increases by 0.75% per annum for the next four years to a maximum of 10.25%. If the dividends are not paid in cash, the cumulative dividend increases by 1.0% per annum to a maximum of 14.25%.

The Preferred Shares may be exchanged, at the holder’s option, into 30 million common shares of Superior (“Common Shares”) or at Superior’s option, on or after the third anniversary of the issue date if the volumeweighted average price of Superior’s common shares during the then preceding 30 consecutive trading day period, converted to U.S. dollars at the applicable exchange rate, must be greater than 145% of the exchange price. On an as-exchanged basis, the investment currently represents approximately 15% of the diluted outstanding Common Shares. The exchange price of the Preferred Shares will be subject to adjustment from time to time in accordance with the terms of the Preferred Shares. These potential adjustments relate primarily to accrued and unpaid dividends, increased or additional dividends to common shareholders, in instances where there is a share split, share consolidation or a reorganization, the participation rate on the dividend reinvestment plan is greater than 35% and if common shares are issued below market value.

Holders of Preferred Shares will be entitled to vote on an as-exchanged basis for all matters on which holders of Common Shares vote, and to the greatest extent possible, will vote with the holders of Common Shares as a single class.

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In the event of any liquidation, winding up or dissolution of Superior, the holders of Preferred Shares are entitled to receive prior, and in preference to, any distribution to the holders of common shares, an amount equal to the greater of a liquidation rate per share of US$1,400 plus accrued and unpaid dividends or the amount receivable had the preferred shares been converted to common shares immediately prior to the liquidation event. In the event that upon liquidation or dissolution, the assets and funds of Superior are insufficient to permit the payment to the holders of Preferred Shares of the full preferential amounts, then the entire assets and funds of Superior legally available for distribution are to be distributed ratably among the holders of Preferred Shares in proportion to the full preferential amount each is otherwise entitled to receive. After the distributions described above have been paid in full, the remaining assets of Superior available for distribution shall be distributed pro-rata to the holder of common shares.

Dividends to preferred shareholders for the three months ended September 30, 2020 were US$4.1 million (C$5.4 million) or US$15.71 (C$20.77) per preferred share.

Issued Number of Equity
Preferred Shares Attributable
NCI (Millions) to NCI
As at December 31, 2019 1
Issuance of preferred shares 0.3 353.8
Net earnings for the period 5.4
Other comprehensive loss (7.5)
Dividends to preferred shareholders **– ** (5.4)
As at September 30, 2020 0.3 346.3

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15. SUPPLEMENTAL DISCLOSURE OF CONDENSED CONSOLIDATED STATEMENTS OF NET EARNINGS (LOSS) AND TOTAL COMPREHENSIVE EARNINGS (LOSS)

15. SUPPLEMENTALDISCLOSURE OFCONDENSEDCONSOL
**(LOSS) ANDTOTALCOMPREHENSIVEEARNINGS(LOSS) **
IDATEDSTAT EMENTS OFNETEARNINGS OFNETEARNINGS
Three Months Ended Nine Months Ended
September 30 September 30
2020 2019(i) 2020 2019(i)
Revenue
Revenue from products 377.7 416.5 1,611.3 1,928.9
Revenue from the rendering of services 13.6 19.8 49.3 67.7
Tankand equipmentrental 8.1 13.8 29.8 35.3
399.4 450.1 1,690.4 2,031.9
Cost of sales (includes products and services)
Cost of products and services(ii) (iii) (222.5) (244.0) (874.5) (1,151.0)
Depreciation includedincost ofsales (10.6) (11.1) (30.6) (33.9)
(233.1) (255.1) (905.1) (1,184.9)
Selling, distribution and administrative costs
Other selling, distribution and administrative costs (55.4) (56.1) (170.7) (182.2)
Restructuring, transaction and other costs (6.2) (6.1) (16.6) (24.3)
Employee future benefit expense (0.5) (0.5) (1.6) (1.6)
Employee costs(iii) (67.4) (84.2) (241.6) (268.3)
Vehicle operating costs (12.8) (13.7) (44.4) (50.0)
Facilities maintenance expense (1.7) (1.7) (5.4) (5.0)
Depreciation of right-of-use assets (10.2) (8.6) (28.7) (24.2)
Depreciation included in selling, distribution and administrative costs (29.2) (29.1) (88.0) (81.1)
Amortization of intangible assets (17.3) (19.9) (47.4) (51.2)
Low value, short-term and variable lease payments (0.5) (0.6) (1.9) (1.5)
Gain (loss) on disposal of assets (1.4) 1.0 (2.7) 1.0
Impairment of Specialty Chemicals equipment (0.4) (16.8)
Realized gain (loss) on the translation of U.S.- denominated net
working capital (0.3) 0.1 1.0 (1.7)
(202.9) (219.8) (648.0) (706.9)
Finance expense
Interest on borrowings (19.0) (23.3) (63.3) (69.8)
Interest on lease liability (3.5) (3.2) (10.6) (9.7)
Unwinding of discount on decommissioning liabilities and non-cash
financing expenses (1.8) (2.6) (6.3) (6.9)
(24.3) (29.1) (80.2) (86.4)
Gains (losses) on derivatives and foreign currency translation of borrowings
Realized gain (loss) on financial and non-financial derivatives
and foreign currency translation 0.8 (1.2) (25.2) (22.8)
Unrealized gain (loss) on financial and non-financial derivatives
andforeigncurrency translation 26.8 (26.7) 3.4 33.2
27.6 (27.9) (21.8) 10.4
Earnings (loss) before income taxes (33.3) (81.8) 35.3 64.1
Income tax recovery (expense)
Current income tax expense (4.1) (2.5) (11.0) (7.1)
Deferredincome tax recovery (expense) 16.0 25.0 (26.8) 11.0
11.9 22.5 (37.8) 3.9
Net earnings (loss) for theperiod (21.4) (59.3) (2.5) 68.0

(i) Restated the prior period to be comparable with the current period's presentation (see Note 2(b)).

(ii) During the three and nine months ended September 30, 2020, the cost of products and services includes low value, short-term and variable lease payments of $1.2 million and $2.6 million, respectively (three and nine months ended September 30, 2019 - $2.1 million and $5.5 million, respectively).

(iii) Expense is shown net of the CEWS subsidy, see Note 2(c).

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16. NET EARNINGS (LOSS) PER SHARE, BASIC AND DILUTED

Three Months Ended
Nine Months Ended
September 30
September 30
2020
2019
2020
2019
Basic and diluted

Net earnings (loss) attributable to Superior for the period
Weighted average shares outstanding (millions)
$(26.8)
$(59.3)
$(7.9)
$68.0
176.0
174.9
175.5
174.9
Net earnings (loss) per share attributable to
common shareholders, basic and diluted


$(0.15)
$(0.34)
$(0.05)
$0.39

Superior uses the two-class method to compute net earnings per common share attributable to common shareholders because Superior’s preferred shares are participating equity securities. For the purpose of computing earnings per share the preferred shares are considered participating because they contractually entitle the holders to participate in dividends with ordinary shares according to a predetermined formula. The two-class method requires earnings for the period to be allocated between common shares and preferred shares based upon their respective rights to receive distributed and undistributed earnings.

Under the two-class method, the basic and diluted earnings per share are computed as follows:

a) profit or loss attributable to Superior’s common shareholders is adjusted (a profit reduced and a loss increased) by the amount of dividends declared in the period for each class of shares and by the contractual amount of dividends that must be paid for the period.

b) the remaining profit or loss is allocated to Superior’s common shares and participating equity instruments to the extent that each instrument shares in earnings as if all of the profit or loss for the period had been distributed. The total profit or loss allocated to each class of equity instrument is determined by adding together the amount allocated for dividends and the amount allocated for a participation feature.

c) the total amount of profit or loss allocated to each class of equity instrument is divided by the weighted-average number of outstanding instruments (and dilutive potential common shares for diluted earnings per share) to which the earnings are allocated to determine the earnings per share for the instrument.

No such adjustment to earnings is made during periods with a net loss, as the holders of the preferred shares have no obligation to fund losses. The two-class equity method is performed on each period presented in reference to that period’s earnings or loss. Consequently, the sum of the four quarters’ earnings per share data will not necessarily equal the annual earnings per share data.

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17. DISAGGREGATION OF REVENUE

Revenue is disaggregated by primary geographical market, type of customer and major product and services lines.

For the Three Months Ended September 30, 2020 Propane Distribution Propane Distribution
Canada U.S. Other Total
Revenue from sale of products 93.7 142.1 235.8
Revenue from services 6.5 6.4 12.9
Tank and equipment rental 6.3 1.8 8.1
Total revenue 106.5 150.3 256.8

Specialty Chemicals
Canada U.S. Other Total
Revenue from sale of chemicals 31.2 85.7 25.0 141.9
Revenue from services 0.7 0.7
Total revenue 31.9 85.7 25.0 142.6
For the Nine Months Ended September 30, 2020 Propane Distribution
Canada U.S. Other Total
Revenue from sale of products 435.7 732.8 1,168.5
Revenue from services 25.2 21.5 46.7
Tank and equipment rental 20.1 9.7 29.8
Total revenue 481.0 764.0 1,245.0
Specialty Chemicals
Canada U.S. Other Total
Revenue from sale of chemicals 99.8 266.5 76.5 442.8
Revenue from services 2.2 0.4 2.6
Total revenue 102.0 266.9 76.5 445.4
For the Three Months Ended September 30,2019 Propane Distribution
Canada U.S. Other Total
Revenue from sale of products 109.4 139.4 248.8
Revenue from services 7.6 11.1 18.7
Tank and equipment rental 7.6 6.2 13.8
Total revenue 124.6 156.7 281.3

SpecialtyChemicals
Canada U.S. Other Total
Revenue from sale of chemicals 41.3 100.1 26.3 167.7
Revenue from services 1.0 0.1 1.1
Total revenue 42.3 100.2 26.3 168.8

For the Nine Months Ended September 30,2019
Propane Distribution
Canada U.S. Other Total
Revenue from sale of products 525.7 886.6 1,412.3
Revenue from services 29.0 35.2 64.2
Tank and equipment rental 24.1 11.2 35.3
Total revenue 578.8 933.0 1,511.8

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Specialty Chemicals
Canada U.S. Other Total
Revenue from sale of chemicals 121.9 314.9 79.8 516.6
Revenue from services 1.4 2.1 3.5
Total revenue 123.3 317.0 79.8 520.1

18. SUPPLEMENTAL DISCLOSURE OF NON-CASH OPERATING WORKING CAPITAL CHANGES

Three Months Ended Nine Months Ended
September 30 September 30
2020 2019 2020 2019
Changes in non-cash operating working capital and other
Trade and other receivables, and prepaids and deposits (22.3) 7.4 154.5 179.5
Inventories (12.9) (7.4) 11.0 53.6
Trade and other payables and other liabilities 61.2 42.5 (85.4) (136.7)
26.0 42.5 80.1 96.4

19. REPORTABLE SEGMENT INFORMATION

Superior operates three operating segments: Canadian Propane Distribution, U.S. Propane Distribution and Specialty Chemicals. The Canadian Propane Distribution segment includes the Canadian retail business and wholesale business with operations in Canada and California. The U.S. Propane Distribution segment distributes propane gas and liquid fuels along the Eastern U.S., and into the Midwest and California.

Specialty Chemicals is a leading global supplier of sodium chlorate and technology to the pulp and paper industry and a regional supplier of chlor-alkali products in the U.S. Midwest and Western Canada.

Superior’s Chief Operating Decision Maker, the President, reviews the operating results, assesses performance, and makes capital allocation decisions with respect to the Canadian Propane Distribution, U.S. Propane Distribution and Specialty Chemicals businesses and the corporate office. Therefore, Superior has presented these as operating segments for financial reporting purposes in accordance with IFRS 8, Operating Segments .

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Canadian
Propane U.S. Propane Specialty
Three Months Ended September 30, 2020 Distribution Distribution Chemicals
Corporate
Total
Revenue 144.6 112.2 142.6 399.4
Cost ofsales (includes products and services) (84.6) (51.5) (97.0)
(233.1)
Gross profit 60.0 60.7 45.6 166.3
Expenses
Depreciation included in selling, distribution and
administrative costs (10.0) (17.4) (1.8)
(29.2)
Depreciation of right-of-use assets included in
selling, distribution and administrative costs (3.3) (1.3) (5.5)
(0.1)
(10.2)
Amortization of intangible assets included in
selling, distribution and administrative costs (5.6) (11.3) (0.2)
(0.2)
(17.3)
Selling, distribution and administrative costs (40.1) (68.3) (29.6)
(8.2)
(146.2)
Finance expense (1.0) (1.3) (1.8)
(20.2)
(24.3)
Gains on derivatives and foreign currency
translationofborrowings 1.0 2.0 1.0 23.6 27.6
(59.0) (97.6) (37.9)
(5.1)
(199.6)
Earnings (loss) before income taxes 1.0 (36.9) 7.7 (5.1) (33.3)
Income tax recovery 11.9 11.9
Net earnings (loss) for theperiod 1.0 (36.9) 7.7 6.8 (21.4)
Canadian
Propane U.S. Propane Specialty
Nine Months Ended September 30, 2020 Distribution Distribution Chemicals
Corporate
Total
Revenue 640.5 604.5 445.4 1,690.4
Cost ofsales (includes products and services) (354.7) (254.1) (296.3)
(905.1)
Gross profit 285.8 350.4 149.1 785.3
Expenses
Depreciation included in selling, distribution and
administrative costs (31.1) (51.0) (5.7)
(0.2)
(88.0)
Depreciation of right-of-use assets included in
selling, distribution and administrative costs (8.5) (3.8) (16.2)
(0.2)
(28.7)
Amortization of intangible assets included in
selling, distribution and administrative costs (16.2) (30.2) (0.8)
(0.2)
(47.4)
Selling, distribution and administrative costs (155.6) (218.4) (90.4)
(19.5)
(483.9)
Finance expense (3.4) (4.2) (5.7)
(66.9)
(80.2)
Gains (losses) on derivatives and foreign currency
translationofborrowings 1.1 (5.8) (1.4)
(15.7)
(21.8)
(213.7) (313.4) (120.2)
(102.7)
(750.0)
Earnings (loss) before income taxes 72.1 37.0 28.9 (102.7) 35.3
Income taxexpense (37.8) (37.8)
Net earnings (loss) for theperiod 72.1 37.0 28.9 (140.5) (2.5)

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Canadian U.S.
Propane Propane Specialty
ThreeMonthsEnded September30,2019(i) Distribution Distribution Chemicals Corporate Total
Revenue 155.7 125.6 168.8 450.1
Cost ofsales (includes products and services) (80.5) (65.5) (109.1) (255.1)
Gross profit 75.2 60.1 59.7 195.0
Expenses
Depreciation included in selling, distribution and
administrative costs (10.5) (16.6) (2.0)
(29.1)
Depreciation of right-of-use assets included in selling,
distribution and administrative costs (2.7) (0.8) (5.1)
(8.6)
Amortization of intangible assets included in selling,
distribution and administrative costs (5.1) (14.5) (0.3)
(19.9)
Selling, distribution and administrative costs (54.4) (71.1) (31.4)
(5.3)
(162.2)
Finance expense (1.3) (1.2) (2.0)
(24.6)
(29.1)
Losses on derivatives and foreign currency
translationofborrowings (6.8) (7.8) (0.6) (12.7) (27.9)
(80.8) (112.0) (41.4) (42.6) (276.8)
Earnings (loss) before income taxes (5.6) (51.9) 18.3 (42.6) (81.8)
Income tax recovery 22.5 22.5
Net earnings(loss)for theperiod (5.6) (51.9) 18.3 (20.1) (59.3)

(i) Restated the prior period to be comparable with the current period's presentation (see Note 2(b)).

Canadian U.S.
Propane Propane Specialty
Nine MonthsEnded September30,2019(i) Distribution Distribution Chemicals Corporate Total
Revenue 783.0 728.8 520.1 2,031.9
Cost ofsales (includes products and services) (468.8) (377.5) (338.6) (1,184.9)
Gross profit 314.2 351.3 181.5 847.0
Expenses
Depreciation included in selling, distribution and
administrative costs (29.8) (45.4) (5.8)
(0.1)
(81.1)
Depreciation of right-of-use assets included in selling,
distribution and administrative costs (6.4) (2.4) (15.3)
(0.1)
(24.2)
Amortization of intangible assets included in selling,
distribution and administrative costs (16.6) (33.8) (0.8)
(51.2)
Selling, distribution and administrative costs (179.0) (229.4) (118.6)
(23.4)
(550.4)
Finance expense (3.4) (3.3) (5.8)
(73.9)
(86.4)
Gains (losses) on derivatives and foreign currency
translationofborrowings (13.5) (11.9) 1.9 33.9 10.4
(248.7) (326.2) (144.4) (63.6) (782.9)
Earnings (loss) before income taxes 65.5 25.1 37.1 (63.6) 64.1
Income tax recovery 3.9 3.9
Net earnings(loss)for theperiod 65.5 25.1 37.1 (59.7) 68.0

(i) Restated the prior period to be comparable with the current period's presentation (see Note 2(b)).

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Net Working Capital, Total Assets, Total Liabilities and Purchase of Property, Plant and Equipment

Canadian
U.S.
Propane
Propane

Specialty
Distribution Distribution Chemicals
Corporate
Total
As at September 30, 2020
Net working capital(i) 14.3 (53.6) 42.4 (18.0) (14.9)
Total assets 1,048.1 1,823.7 782.1 117.4 3,771.3
Total liabilities 227.1 302.5 357.3 1,576.4 2,463.3
As at December 31, 2019
Net working capital(i) 42.0 (0.4) 56.9 (48.6) 49.9
Total assets 1,167.7 1,600.2 797.8 72.3 3,638.0
Total liabilities 295.1 268.8 338.8 1,696.3 2,599.0
For the Three Months Ended September 30, 2020
Purchase of property, plant and equipment and
intangible assets 8.8 8.4 13.3 0.1 30.6
For the Three Months Ended September 30, 2019
Purchase of property, plant and equipment and
intangible assets 17.8 7.7 15.5 41.0
For the Nine Months Ended September 30, 2020
Purchase of property, plant and equipment and
intangible assets 27.9 25.7 31.3 1.0 85.9
For the Nine Months Ended September 30, 2019
Purchase of property, plant and equipment and
intangible assets 33.9 24.6 25.9 84.4

(i) Net working capital is composed of trade and other receivables, prepaids and deposits, and inventories, less trade and other payables, contract liabilities and dividends payable.

20. GEOGRAPHICAL INFORMATION

Total
Canada U.S. Other Consolidated
Revenue for the three months ended September 30, 2020 138.4 236.0 25.0
399.4
Revenue for the nine months ended September 30, 2020 583.0 1,030.9 76.5
1,690.4
Property, plant and equipment as at September 30, 2020 602.5 760.3 38.1
1,400.9
Right-of-use assets as at September 30, 2020 140.5 121.6 0.8
262.9
Intangible assets as at September 30, 2020 147.0 289.4
436.4
Goodwill as at September 30, 2020 325.8 878.9
1,204.7
Total assets as atSeptember 30, 2020 1,455.9 2,254.0 61.4
3,771.3
Revenue for the three months ended September 30, 2019(i) 166.9 256.9 26.3
450.1
Revenue for the nine months ended September 30, 2019(i) 702.1 1,250.0 79.8
2,031.9
Property, plant and equipment as at December 31, 2019 596.9 696.0 38.8
1,331.7
Right-of-use assets as at December 31, 2019 146.0 97.1 0.8
243.9
Intangible assets as at December 31, 2019 152.3 236.5
388.8
Goodwill as at December 31, 2019 325.8 755.1
1,080.9
Total assets as at December 31,2019 1,562.3 2,021.5 54.2
3,638.0

(i) Restated the prior period to be comparable with the current period's presentation (see Note 2(b)).

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21. SUBSEQUENT EVENTS

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

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

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