Superior Plus Corp.

Thank you for standing by, and welcome to the Superior Plus 2021 Fourth Quarter and Full Year Results Conference Call. At this time, all participants are in a listen-only mode. After the speaker presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 1 on your telephone. Please be advised that today's conference may be recorded. Should you require any further assistance, please press star 0. I would now like to hand the conference over to your host, the VP of Capital Markets, Rob Doran. Please go ahead.

Thank you, Lateef. Good morning, everyone, and welcome to Superior Plus' conference call and webcast to review our 2021 annual and fourth quarter results. Our speakers on the call today will be Luc Desjardins, President and CEO, and Beth Summers, Executive VP and CFO. Darren Rebar, Senior VP and Chief Legal Officer, is also joining today's call. Today's call is being webcast and we encourage listeners to follow along with the supporting presentation, which is also available on our website. For this morning's call, Luke and Beth will begin with their prepared remarks and then we will open up the call for questions. Before I turn the call to Luke, I'd like to remind you that some of the comments made today may be forward-looking in nature and are based on Superior's current expectations, estimates, judgments, projections, and risks. Further, some of the information provided refers to non-GAAP measures. Please refer to Superior's annual MD&A posted on CDAR and Superior's website yesterday for further details on forward-looking information and non-GAAP measures. I would encourage listeners to review the MD&A as it includes more detail on the financial information for 2021 and the fourth quarter. as we won't be going over each financial metric on today's call. This will allow us to move more quickly into the question and answer period. I'll now turn the call over to Luke.

Well, thank you, Rob, and good morning, everyone. Thanks for joining the call. Firstly, I'd like to thank the entire Superior Plus team for delivering a solid year despite the challenges we face from COVID-19 pandemic and warm weather in December. I'm proud of our team commitment to safety and reliability as we continue to deliver propane and provide best-in-class service to our customers in the U.S. and in Canada. In 2021, our adjusted bid was $298 million, which was within our 2021 adjusted bid guidance range. Our fourth quarter adjusted bid of $142 million was modestly below the prior year. In the fourth quarter, our business was negatively impacted by warm weather especially in December, in our U.S. operating region, December was 15% warmer than December 2020 and 12% warmer than the five-year average. So we never like when the weather is not on our side, and quarter to quarter, very difficult to have a normal flat line. But the good part of this situation, if you look at quarter one this year, we started the year extremely well in the weather, as all of you know, has been on our side for the starting of this new year. We're very pleased about that. So it balances out over a period of time. In the fourth quarter, we made two additional acquisitions in Michigan and North Carolina. We're making good progress on the Superior Way Forward plan initiative focused on growth through acquisition, continuous improvement, and organic growth. In 2021, we completed seven acquisitions for approximately $325 million. Our acquisition of Camp Propane, which is expected to close early in the second quarter, for total consideration of approximately $300 million, will have a good platform for California Western U.S. footprint, where well over 30% of our $1.9 billion target will communicate as part of a superior way forward to reach that amount by 2026. We also have a robust pipeline of acquisition. We expect acquisition in the range of $2 to $300 million in 2022. Our 2022 adjusted bidder guidance does not include any contribution from additional acquisition except camp, assuming a close in early quarter two, which doesn't reflect quarter one, as you all know. For camp, it's $17 to $20 million of estimated adjusted bidder historically generate in the first quarter. So we won't have that in the result for 2022. It will be in 2023. The first quarter typically generates the highest EBITDA, usually between 45% to 60% of the annual EBITDA, depending on business and geographic region. In January, we also announced a collaboration with Charbon Corporation to deliver green hydrogen to commercial and industrial customers in Quebec. This is an exciting opportunity for Superior and aligned with our strategy to be one of the leading distributors of mobile low-carbon energy in North America. We're working on other opportunities in the renewable and low-carbon space, and I look forward to sharing details of those opportunities as they unfold in 2022-2023. Now I'll turn the call over to Beth to discuss financial results in our 2022 guidance. Beth, up to you.

Thank you, Luke, and good morning, everyone. Looking at the financial results for the fourth quarter and full year 2021, Superior's fourth quarter adjusted EBITDA of $142.2 million was $1.9 million or 1% lower than the prior year quarter. This was primarily due to lower EBITDA from operations in Canadian propane, partially offset by decreased corporate costs and a decrease in the realized gains on foreign currency hedging contracts. The full year 2021 adjusted EBITDA was 398.4 million, which was 19 million higher than 2020. This was primarily due to an increase in EBITDA from operations and realized gains on foreign currency hedging contracts, partially offset by increased corporate costs. The fourth quarter net earnings from continuing operations was 13.8 million, a decrease of 74.1 million compared to the prior year quarter. The primary driver for lower net earnings was the increase in spelling, distribution, and administrative costs, and a loss on derivatives compared to a gain in the prior year quarter, partially offset by the increase in gross profit and decrease in finance expense. Full year net earnings from continuing operations of $17.2 million decreased by $45.6 million compared to the prior year, primarily due to higher SD&A costs and higher finance expense, and to a lesser extent, lower gross profit, partially offset by higher gains on derivatives and lower income tax expense. Fourth quarter, adjusted operating cash flows before transaction and other costs per share was $0.64 per share. This is a decrease of $0.01 compared to the prior year quarter due to the lower recovery on current income taxes, lower adjusted EBITDA, and higher weighted average shares outstanding, partially offset by lower interest expense. AOCS before transaction and other costs per share for 2021 was 1.56 per share, or two cents higher than the prior year, due to an increase in adjusted EBITDA and a decrease in interest expense. This was partially offset by a current income tax expense in 2021 compared to a recovery in 2020 and the increase in weighted average shares outstanding. From a debt and leverage perspective, total net debt to adjusted EBITDA as at December 31st, 2021 was 3.9 times, which is 0.4 times higher than the leverage as at December 31st, 2020. The increase from December 31st, 2020 was primarily due to lower adjusted EBITDA, partially offset by lower debt levels, and total net debt was lower as proceeds from the sale of specialty chemicals were used to repay debt and a decrease in lease liabilities related to the sale of specialty chemicals, and this was partially offset by the impact of acquisitions completed in 2021, as well as the refinancing of senior unsecured notes. EBIT is lower due to the impact from the sale of specialty chemicals, partially offset by the contribution from acquisitions completed in 2021. Turning now to the individual business results. U.S. propane adjusted EBITDA for the fourth quarter was $79.9 million, a decrease of $0.5 million from the prior year quarter. This was primarily due to the impact of warm weather and the translation of U.S. denominated adjusted EBITDA. Average weather across markets where U.S. propane operates for the fourth quarter, as measured by degree days, was 7% warmer than the prior year quarter and 9% warmer than the five-year average. Warmer weather in December was particularly impactful as average weather was 15% warmer than December 2020 and 12% warmer than the five-year average. Warmer weather was a primary driver of lower than anticipated volumes and resulted in higher proportionate operating costs. This was partially offset by higher adjusted gross profit. Residential and wholesale sales volumes were consistent with the prior year quarter, primarily due to acquisitions, offset by the impact from the warmer weather. Commercial sales volumes were 10% higher compared to the prior year quarter, primarily due to incremental volumes from acquisitions and the easing of COVID-19 restrictions. Average margins were 3% higher than the prior year quarter, primarily due to our continued focus on growth of high margin propane customers, partially offset by the impact of the stronger Canadian dollar on the translation of U.S. denominated gross profit. Operating costs increased by 13% compared to the prior year quarter, due to acquisitions partially offset by the impact of the stronger Canadian dollar on U.S. denominated expenses. U.S. propane adjusted EBITDA in 2021 was $226.2 million, 9% higher than 2020, primarily due to increased adjusted gross profit partially offset by increased operating costs. Adjusted gross profit increased primarily due to incremental sales volumes from acquisitions completed in both 2020 and 2021, partially offset by warmer weather in the fourth quarter. Operating costs increased due to the impact of acquisitions, partially offset by the impact of the stronger Canadian dollar on U.S. denominated operating costs and cost savings initiatives. U.S. propane adjusted EBITDA increased is anticipated to be higher than 2021, primarily due to the incremental contributions acquisitions completed in 2021, the expected contributions from the CAMPS acquisition, and realized synergies from acquisitions completed in the past 24 months. This increase is expected to be partially offset by the impact of the stronger Canadian dollar on U.S. denominated EBITDA and the impact of inflationary pressures on operating costs, including labor and fuel costs. Average weather in areas where we operate, as measured by degree days, is anticipated to be consistent with the five-year average. Canadian propane EBITDA from operations for the fourth quarter was $63.2 million, a decrease of $2.4 million compared to the prior year quarter, as higher sales volumes and higher average margins were offset by higher operating costs. Residential sales volumes were consistent with the prior year quarter as the impact of acquisitions completed during the first quarter was offset by warmer weather in eastern Canada. Average weather across Canada for the fourth quarter is measured by degree days, with 2% colder than the prior year quarter and 3% warmer than the five-year average. Average weather in Eastern Canada was 3% warmer than the prior year quarter and 11% warmer than the five-year average. Average weather in Western Canada was 5% colder than the prior year quarter and 3% colder than the five-year average. Commercial sales volumes were 3% higher than the prior year quarter due to colder weather in Western Canada and incremental volumes from acquisitions completed earlier in 2021. Wholesale propane volumes were 9% higher compared to the prior year quarter due to increased demand in the California market related to the easing of COVID-19 restrictions and to a lesser extent, sales and marketing efforts to increase third-party spot price wholesale propane sales. Average margins were modestly higher than the prior year quarter due to incremental carbon offset credit sales and customer mix. operating costs increased by 23% compared to the prior year quarter due to the impact from the CEWS benefit or the FUSE benefit in the prior year quarter, as there was no benefit in the fourth quarter of 2021. Canadian propane adjusted EBITDA in 2021 was $183.7 million, 6% lower than 2020, primarily due to higher operating costs and to a lesser extent, modestly lower adjusted gross profit. Operating costs were 5% higher than the prior year, as less fused benefit was received in 2021, and incentive plan costs and volume-related costs increased. Adjusted gross profit decreased 0.9 million, primarily due to lower average margins, partially offset by higher volumes, and modestly higher other services' gross profits. Canadian propane-adjusted EBITDA in 2022 is anticipated to be modestly lower than 2021. If the period is no longer eligible for the CEWS benefits, and operating costs are expected to increase due to inflation and improved commercial volume. These decreases are expected to be partially offset by the contribution from the wholesale propane business included in the CAATS acquisition, the Kiva Energy Inc. portion. stronger wholesale propane market fundamentals, and higher commercial volumes as COVID-19 public health measures are relaxed. Average weather, as measured by degree days, is expected to be consistent with the five-year average. Lastly, the corporate results, capital expenditures, and adjusted EBITDA guidance and leverage. So corporate costs in the fourth quarter were $1.2 million lower than the prior year quarter due to lower LTIP expense related to the share price performance in the fourth quarter. Corporate costs for 2021 were $24.1 million, an increase of $3.6 million, primarily due to higher LTIP costs related to share price performance earlier in the year. Interest expense in the fourth quarter was $17.7 million, a decrease of $4.9 million compared to the prior year quarter due to lower average debt and lower average interest rates. Debt was lower primarily due to the impact of the proceeds from the specialty chemicals sale, which was used to repay debt, partially offset by acquisitions completed in 2021. Lease liabilities were also lower related to the loss of leases related to the specialty chemicals business. Full year interest expense was $76.1 million, a decrease of $15.7 million related to lower average debt and average interest rates. Average debt was lower related to the sale of specialty chemicals and interest rates were lower related to the refinancing of the high-yield notes completed in 2021. Capital expenditures for the fourth quarter were $58.2 million compared to $21.4 million in the prior year quarter. Due to higher non-recurring capital expenditures, maintenance capex and investment in leases. Capital expenditures in 2021 were $130.3 million compared to $105 million in 2020. Capital expenditures increased in 2021 due to the curtailing of capital expenditures in 2020 done to preserve capital in response to the COVID-19 pandemic. Superior expects capital spending in 2022 will be in the range of $120 million to $140 million. We're introducing our 2022 adjusted EBITDA guidance range of $410 million to $450 million, which implies a midpoint of $430 million. Based on the midpoint of our 2022 guidance, this represents an 8% increase compared to the 2021 full year results. When also adjusted for the CEWS benefit of approximately $23 million in 2021, This represents a 15% increase year over year. The increase is expected due to the contribution from acquisitions completed in 2021 and assumes the acquisition of Camps Propane and the associated companies in the second quarter of 2022. Historically, Camps generates approximately 17 to 20 million in adjusted EBITDA in the first quarter. The increase is expected to be partially offset by lower adjusted EBITDA for the Canadian propane business related to the loss of the CDWS benefit in 2022, while the commercial business is not expected to improve until the second half of the year. The adjusted EBITDA guidance does not include any acquisitions other than camps. We do expect to execute on acquisitions in the range of $200 million to $300 million in 2022, which is not included in our 2022 adjusted EBITDA guidance. The low end of the range accounts for warmer than normal weather and delays in commercial demand recovery. The high end of the range accounts for colder than normal weather, stronger wholesale propane market fundamentals, and increased drilling activity in Western Canada. Superior's leverage ratio for the trailing 12 months ended December 31st, 2021 with 3.9 times, which is at the higher end of Superior's updated target range of 3.5 to 4 times. As we announced in our fourth quarter earnings release, we're updating our targeted leverage ratio from a target range of 3 to 3.5 times to a target range of 3.5 to 4 times while executing our accelerated acquisition strategy. So with that, I'd now like to turn the call over for Q&A.

As a reminder, to ask a question, you will need to press star 1 on your touchtone telephone. Again, that's star 1 on your telephone to ask a question. To withdraw your question and press the pound key, please stand by while we compile the Q&A roster. Our first question comes from the line of David Newman. I'm Deja Dan. Your line is open.

Good morning, folks. Good morning. I just want to unpack the guidance a little bit. So the way I look at it, you did 398 last year. You add in probably from completed acquisitions another 30 to 35, so you're 430, 435 to start, including camps, including camps for post Q1. So you're 430, 435, sorry. I understand the Q's is a bit of a headwind of 23 million, so that takes you back down, but I'm just wondering, the guidance looks extremely conservative, and when you start factoring things like synergies from the acquisitions, the volume benefit, even from the assumption of a five-year weather average when last year was much warmer, so obviously a volume kick there. and the economy reopening with the commercial and wholesale. So maybe you can just walk through it a little bit better, because I'm just trying to understand, because the market's obviously a little bit spooked, I guess, by the lower number. Yeah.

Yeah, sure. And maybe I'll kick it off and maybe suggest a way to triangulate, and then, I mean, obviously, Luke, jump in. So, David... It's from a year-over-year perspective. So as you look at 2022, I think a good way to look at it is say, okay, so the midpoint is $430 million. To compare that to where 2021 is, if you look at the $398 million, if you remove the wage subsidy impact, so that would be $23 million, we'd be at roughly $375 million. So moving then from the $375 million to the $430 million, the growth year over year is roughly 15%. And so then if you want to look at it and start from there, of the 15%, you know, 8% to 10% would reflect acquisitions that were closed. And recall, I mean, camps isn't factored in until Q2. Yep. And then roughly 3% of that then would be your COVID recovery that we're seeing, which is slower than we had expected. So you don't have a like-for-like replacement. in the Canadian propane business, and also some organic growth in there. So that's roughly 3%. And then 2% would be weather normalization.

Sorry, and the last three would be weather normalization. Okay, got it. Okay.

Yeah, yeah, 2%. Yeah, 8% to 10%, 3% and 2% for weather normalization.

So what haven't you factored into the guidance? It doesn't seem like you've factored in a lot of the commercial, industrial, wholesale recovery, or where are you being uber conservative here?

Yeah, so maybe I'll take that one. So when we sit internally and look at our business, we really see the business being as solid as ever. I think we were, I think what this year happened to us, it was more of a timing issue, and timing wasn't our friend. So you have the COW, that goes away, but the commercial business, we don't see it coming back until later in 2022. So how much did you put back is a, is a guest game and we've done our work to think maybe just quarter four. Then you have this energy acquisition. We've done some, but you know, Cam is the big one and didn't come in in January. You have 17 million, to 20 million in quarter one, not happening. Now, we didn't write the check, and nobody got hurt, but it's delayed. It's delayed. So it'll be April to then, you'll have the full year, April to April 2023. So I think the timing issue, the weather, 15% warmer. So when we forecast, to your point about how conservative we are, we do average forecast. Now, quarter one is much better than average. Right. But we didn't forecast. We always forecast.

And you need comparables in 4Q too, right, Luke?

Yeah. So I think we got caught, I think, in the timing zone. It has nothing to do with the margin, the growth, internal growth, nothing to do with potential acquisition that we're working on, improving them by 25%. Nothing has changed from the machine marching on. What has changed is a timing issue. COVID disappeared, the grant disappeared, and the business doesn't come back. Well, that's $25 million. How do you replace that if the business doesn't come back? It won't come back. That business is not gone. It's a timing issue. When it comes back, all those customers and all those thanks are our thanks of our customers, and we know it will come back. So you're looking at the puzzle, and you're looking at a timing issue that's like, That didn't help us at all. And if you look at 2023, and we don't want to go there, it's like back to normal timing of plus and minus. The business is humming very well, but you have a timing issue on more than one factor, like the weather, the acquisition delay of a large one, And then the QW go away, and we don't know how much is coming back when. We just don't see it in quarter one that much. Okay.

Yeah, and I think what I will also add, David, is with respect to, like, the COVID recovery from a gap, I mean, our view is we're still going to be looking at somewhere 10 to 15 million gap from where it would have been pre-COVID levels in 2022 based on, you know, what we've been seeing. And, of course, things can change, but that's currently the way we're looking at it.

On EBITDA, clearly, right?

Yeah.

Okay, got it. And the second question just has to do with the, you know, and kudos to you for raising the leverage range because, you know, if I look at utilities out there, you know, five times net debt EBITDA and IPPs at six times, it does make some sense to me, given the fact you've gotten rid of especially chemicals, you have less volatility there. But if I look out into the close of 2Q, and then you look, and it looks like you're going to have availability of around 270 or something, sub 300 post camps, and then you want to do 200, 300 million in potential deals. It does look like you might exceed the top end of that leverage range. Any thoughts on just on the balance sheet and your aspirational targets for the deals?

Yeah, so, I mean, David, consistent with, you know, what I would have communicated historically, you know, as we look, we're committed to our BB rating. So as we look at acquisitions, it's really dependent on size and timing and when they occur. And as a result of that, I mean, we would look. We would look at where our balance sheet sits at the point in time. and then, you know, make a call and evaluate the time, what makes sense and what's required, you know, statistically to maximize the value to our shareholders.

Excellent. Thanks, Luke. Thanks, Beth.

Take care. Thank you.

Thank you. Our next question comes from Ben Isaacson of Scotia Bank. Your line is open.

Thank you very much, and good morning, everybody. I just have one question. You talk about COVID recovery, whether it's in commercial, wholesale, industrial, etc. And when I think about your markets and where you're at, for the most part, it seems like there aren't as many restrictions anymore. And so what I'm asking is, can you discuss your confidence in how much volume you think will recover in each of those subsegments and when you think that'll happen? I know you did say in the second half, but what's going to change between now and the second half? Thanks so much.

Yeah, good question, and I hope I'm close to reality here because there's no crystal ball that can tell us exactly. So for the U.S. business, mainly retail, so 95% plus retail. There's only a 15% commercial business that gets affected by COVID. And Canada, we've been growing residential very well, more than our 2%, 3%. And then the commercial business in Canada represents two-thirds of our total Canadian business. So that's where the delta is. We're the national one. We have big, big scale for industrial commercial. It's a big advantage. And then when it comes to the COVID business, I tell you, when you look at all of this segment of the commercial industrial, we can – look at the history before COVID and what's happening up to now, and it's down tremendously. So it's a big delta, and we see a bit of recovery. We talk, I think, about 3%, but it's nothing compared to the volume that those people were using pre-COVID. So when you think of commercial and you go across the country, all the warehouse with the lift truck, all of the Auto industry represents 10% to 12% of our business. That's cut in half. Then you have commercial, the restaurants, the pizza, corner store. Then you have big industrial and the oil field. Volume-wise, they might get a bit more volume right now, but compared to pre-COVID, not at all. We know that some of that has gone forever. We have it in our genes for the last three years, but some of it is all related to COVID. And then we have a big industrial project in Western Canada to build a service with propane and also side to thousands of miles to get the new natural pipeline to the West Coast. That's slowed down more than half. So you're looking at those segments one by one and you say, they're not gone. They're just gone now. They're going to come back when the market comes back. Canada has not reopened yet. fully or even, I don't know what percentage it's reopened, but not much. And it looks like now, March, April, there's a strong possibility things start to go back to normal, somewhat normal. So to David's question, are we conservative thinking quarter four and it starts in mid-quarter three? That cannot predict better than what we see out there. From that 70%, 65% of our business is really industrial commercial. CRW will help us to compensate for that, and then it goes away, and then the market is not coming back for a while. So you have a lag, a timing lag of that business, the CRW replacing the business, business lagging by, let's say, six to nine months after the CRW is gone.

What I can maybe do is just provide a bit of color. So our assumption is that the recovery isn't really kicking in or we won't be back until 2024 the way we were previously. But to give you a sense, in particular for Canada, because I think the U.S. wasn't impacted as much because of the residential business, sort of some of the volume increases that we are expecting for 2022. So in residential, we are still expecting higher as we grow that business. And that would be somewhere between 9% to 11% growth. Commercial overall, we're anticipating 5% to 7% higher volume. And I could split that a little bit. So an oil field somewhere between 5% to 8% higher. Industrial reviewing is going to basically be consistent with 2021. For general commercial, higher in that 9% to 11% range again. And then for motor fuels, we do see them modestly higher, still growing from 4% to 6%. And then wholesale, we also see being a bit higher from 7% to 8%. So we are seeing increases in the volumes. It's just because it's towards the end of the year. It doesn't replace where we were prior to the headwinds of COVID. Yes.

Thank you for that, and maybe just to follow up on that same topic. So it seems like this can really go one of two ways. Either we continue to get one or two variants a year, and really this is the new normal, and we'll just have to accept what the volume is going forward, or we really are on the path to recovery, in which case, wherever we are by, let's say, the end of 2022, that should just be what the new normal is. Is that fair to say?

Well, I have a different perspective, which is I think all of you have your own idea how things could unfold. To me, my prediction since January has been when you get to April, May, the whole world is going to say enough is enough. You'll catch it, and we have to live with it. So if I'm right, people that didn't get vaccinated will be having more difficulty and get more sick. and the rest of the world has to go back to normal. So I think the, to think that the path to recovery will never come because COVID four, five, six, whatever comes after, I think we're like, I think, I think the world's going to say enough is enough. We'll go back, we'll go back to normal and we live with it. And we're going to catch a cold because you're vaccinated. It's not so bad. And, You know, I'm for everything that's been done. Don't get me wrong from a personal point of view. But I think you cannot go on forever and ever like that. And there will be some people are going to get sick for years to come because they didn't get vaccinated. But the world has to go back to commercial business and other things go back to normal. Yeah, that's a fair point.

Thank you for that. I appreciate it.

Thanks. Our next question comes from Nelson Ng of RBC Capital Markets. Please go ahead.

Great, thanks, and good morning, everyone. My first question just relates to caps. I was just wondering, you flagged early Q2 close. What are the remaining approvals required? I know it doesn't really matter in terms of timing after you missed Q1, given that Q2 and Q3 are pretty negligible, so... But I'm just wondering whether it's Q2 or Q3. I know, like, financially it doesn't matter, but how confident are you that it will finally close in early Q2?

Yeah, and Darren Rebar is on the call. He's been on that case every day, so I'll ask him to give you his point of view in that regard.

Yep. Thanks, Luke. Yeah, so, Nelson, I think that where we are currently, we've – Both CAMHS and Superior complied with the second request, providing information, you know, extensive information to the FTC. We continue to work with them to answer questions and provide additional information. I think our expectation right now is that we will close in early Q1, or sorry, early Q2 or very late Q1. So I think that's still our expectation right now. And, you know, there's obviously some variability, but that's the approval that is outstanding.

Okay, thanks for that. My next question just relates to leverage and funding, and it's probably for Beth. So you flagged the new target leverage of three and a half to four times. I think in the past when the target leverage was three to – three to three and a half times, you mentioned that in the short term, you're comfortable going above that range. And then after realizing synergies and things, you would fall back within that range. So with the three and a half to four times, does the same hold in terms of you're comfortable going above that four times ratio in the short term and then fall back within that range after synergies are realized?

Yeah, and I think from our perspective, I mean, we moved it to acknowledge the fact that while we're doing the accelerated acquisition, certainly that being said, I mean, I'll always flag it, and I always flag it, which we're committed to our Double B rating. So I think from our perspective, you know, as we look at acquisitions and the timing, we'll look, you know, we know we want to be within the range. You know, there could be an instance we're a little bit above the range, but I think we're committed to that double B. And we'll do what makes sense every time we look at the acquisition. We'll make a sense on timing and how quickly and how the synergies are rolling in to truly decide what we need to do and if we get to a situation where the best answer is to potentially look at something like going to the capital market.

Okay. And then is preferred shares part of the picture in terms of something that you would look to consider? Sure.

I mean, we've done preferred shares in the past. I mean, I'll always say from my perspective, I'll always look to more traditional products where it's possible and where it makes sense, right? It's part of our structure. We're comfortable with them. But I think from our perspective, as we look at the overall balance sheet, you know, the reality is we're comfortable with them there, but we're also comfortable with all of the other pieces of our balance sheet, so.

I'll add a few points to your question. For everybody, which I think maybe all of you on the call knows, but just to be clear, when we get to the end of December at 3.9, this is going down on its own now. Quarter one, quarter two, quarter three will go way down because it's the highest point of the year. So there's that happening. And then to the point about the leverage between half to four, I spent 12 years here every day, and this is a great cash flow business. You have an 80% net cash flow of EBITDA. This is as solid as it gets, and our margins are solid. So very comfortable between our four because of the history and the industry we're in.

Okay, thanks, Luke. And then just one last question on the green hydrogen arrangement with Charbon. Can you just give a bit more color in terms of what you're actually doing and the capital commitment required? So are you essentially buying trucks that could transport hydrogen and kind of doing all the deliveries for a fixed fee or a commitment? What's your capital commitment and things like that? Can you just provide some more color there?

Thank you for that question. And I'm actually with them in two weeks and it will be, uh, uh, for them and other people. We'll talk about them for a second. They want to build many, many plants across Canada. And for us, we're very fortunate because, okay, we don't invest in the plant and the capital to build. And for them, they have no way to do the last mile. And the last mile are pretty much customers we all deal with or no, because we're a big industrial business. So what happens is there's a perfect match of a corporation here where they will build the plant, make the product. They sell it to us, and we have the customer, and we deliver the last mile. We bring it with the capital trucks, by the way, we have already. It's the same type of truck of some of our customers. product we deliver, and we make the same kind of margin that we make right now selling products. So take a bit of not much capital. Now, do we need a bit extra truck because this business will grow and be developed across the country? The answer is somewhat yes, but very, very light capital, very solid good margin as well as we have today, and no – just a good win-win by them being the builder, the product maker, and they have no FedEx to bring it to the consumer. We're the industrial FedEx of bringing it to the customer wherever they're located in Canada.

Okay, that makes sense. And that facility hasn't been constructed yet, right? It's expected to generate some hydrogen starting Q3? Yes.

Yes, exactly. I think it's summer. I'll know more in two weeks as I'm with Dan, but I believe the plant is finished and done for this summer, the summer 2022. Okay, great.

Thanks, Luke. Those are my questions for now.

Thank you.

Thank you. Our next question comes from Steve Hansen of Raymond James. Please go ahead.

Yeah, good morning, guys. um sort of two-part questions the first part just curious if the camps experience um has you know on at any respect diminished your ability or your maybe desire is probably the better word to do larger acquisitions in the current environment i think we all understand that there really isn't any large any competitive issues but just given the the dance you've had with the FTC through this whole process and the deferrals it's caused. I mean, do you try and go after the smaller mid-sized deals here, at least in the interim, or are you still confident enough to go after some of the larger ones?

No, very good question, Steve. I'll do a part, and I'll offer Darren to jump in and give more color. So I don't see any issue of buying retail propane company in the East Coast, West Coast, and USA. I think this experience has more to do with new people, FPC, new policy things. Oh, we have to look at everything and what about natural gas and blah, blah. So a learning curve. And to the question discussion that was more driven to the wholesale business and non-understanding and they wanted to understand the wholesale business who makes the product, who delivers, who can distribute, and there's a ton of that. We don't see issues, but there's a very strong belief on our part that retail is not going to be affected to buy retail and distribution business. And, you know, the worst scenario in the West Coast, if we don't buy another wholesale, we don't buy another wholesale because it's complicated and they're getting their head around what that is and I think they're realizing there's nothing there, and there's a ton of people that can do that. So net-net, we don't see any slowdown in potential capability to do retail acquisition of something. And now, Darren, if anything else you'd like to add to that. Sure, Luke. Thanks.

No, I think you covered most of it. But, I mean, you know, the point's right there. The regulatory authorities clearly are looking at more transactions in the US. That is the current environment. But that analysis is very fact specific. And in this circumstance, with camps, there's a large wholesale component. And based on what we've seen to date, the questions and the interaction, that seems to be a focus of what they're trying to understand. And it's not the most straightforward. So I think there is some learning going on there. I agree with you, Luke. I don't think that that should be viewed as a dampening on our ability to do retail propane acquisitions. Most of the retail businesses that we've looked at in a number of the locations, you've got 15 or more competitors. It's very competitive and fragmented. And so I don't think you'd get the same kind of analysis. So I think this is particular to these facts.

That's really helpful. And just as a related question to some degree is just your desire to take the leverage range up a little bit here to pursue the 200 to 300 you described this year. Is there an urgency to go after these deals now as opposed to go a little bit slower and keep the range intact? I'm just trying to understand the balance between those two. tug-of-war forces in some respects. You always want to go faster, but the leverage keeps you at a modest pace. How do you think about that and why the urgency to go faster now?

I'll start and Bet will clarify some of those issues. We certainly have developed a market position to be the lead acquirer because of 17 deals quality, health and safety, employee communication. We're humming in that regard. Now, deals come not to our, you know, come to us going to a place and say, you're not for sale, we'll pay more and want to buy it. We don't do that. We have a game plan, we have communication all the time, me a lot with mid-size and larger group, and the game is one day you're going to be for sale, and this is who we are, this is how we do things, and we go to associations and have all those meetings. So they get to know us over the last many years. And we don't know when one's going to come for sale, how small or big. So it's not us to decide that. But we know we want to be in the East Coast, and we know when we're buying our backyard of a region, like we did with Freeman, there's a ton of synergy. We know getting a scale and a platform in California and adding to it north-south and going north of California one day, it makes sense. And then you add and you just make more synergy. So strategically at our location, we want to grow. And we don't want to pay more. We lost the deal. We lose the deal all the time because if they're going to be trading at a higher level, we just will stop and say it's not for us. So we're disciplined. We have our value. We have our 25% improvement on bill. We know it before walking in the door day one. And we're, with all of that comes the balance of the, of the debt and all when and how. So we're, we're having build a position. We're marching on. And when we know it's in our zone and it makes sense, do we have the synergy of the 25%? Okay, let's go do it. And, Hopefully, the timing ideally would be spread out where it works well with the debt scenario, but it's not the way it unfolds. And sometimes we say, boy, that's such a great company. We better get it because once it's sold, it's not coming back. So then I'll pass it to Beth.

Sure, and I think sort of building on where Luke was coming from, the reality is when we look at the deals and where the deals make sense, the deals are available and come to market when they come to market. So as a result of that, we look at it as a business and we say, what makes the most sense long-term for the shareholder? So as we look at it and we balance it and we say, if we're going to create long-term accretion for a shareholder and it makes sense, you know, we'll look forward. And as we've talked before, depending on timing and evaluation, et cetera, I mean, as a result of that, there might be things we have to do from a capital perspective. Our view is when the acquisitions are, when they make sense, we're going to be opportunistic and do what makes sense to continue to build that value for the shareholder.

That's good colors.

Thanks. Appreciate it. Thanks Steve. Thank you. Our next question comes from Patrick Kenney. of national bank finance. Your line is open.

Thank you. Good morning, everybody. Just circling back on the camps acquisition here, closing in Q2, and I'm just curious why, you know, missing out on the circa $20 million EBITDA doesn't reduce your final purchase price there. And I'm just thinking, you know, is this something that you might look to consider within negotiations going forward, i.e., have the vendor consider wholesale or retail, you know, take on more of the risk around regulatory approvals or the timing to close, especially for these, you know, relatively larger deals?

Yeah, so the valuation we have on CAMP and this energy makes it very accretive to our shareholder. What you're talking about is we're missing quarter one but we didn't write the check for quarter one so we're not really missing anything with the exception of you have a better first 12 months if you start in January the company valuation to me and I think to the market stays the same but you probably have your one you write a bigger check year one and you have the EBITDA only 12 months later which is not all the same year so there's a bit of a gap there not big dollar, but there's a gap. From the run you write the check and when the return comes, you're not starting the best month going forward. But then for the next 20 years, it all match up that, you know, you pay the right value for the EBITDA that's still there going forward plus this energy. And now, Beth, if I explained it good enough, if you want to take that on. Interesting.

The only thing I think, Darren, I just thought I'd add to that. I think it's a good idea to push that risk onto a vendor if you could. Certainly, the challenge you have is when you're in a competitive process like this, to try to push regulatory risk onto a vendor is going to be difficult when you're competing with other bids. I mean, if you thought you had a leg up, given a number of other things you might consider. But I think that makes it a tough negotiation and a tough sell for a vendor.

Makes sense. Yeah, appreciate that. And then maybe, Luke, could you provide a bit more color on your strategy here to scale your footprint in the Midwest? I'm just curious if the Hopkins acquisition establishes somewhat of a home base for you in the region, or... Are you still looking for that larger-scale retailer to really kick off a hub-and-spoke model?

It's a great region, and we did buy a good-sized company. I go back, maybe Rob on the call could give us the exact date, three, four years, I guess, in Ohio. And we do have a platform, and we've – You know, we take a superior way and we centralize a lot of the work and you don't have a call center and people in every branch. It's already done with that platform. So what we are adding now is in the same neighborhood of those regions. We like the region. We wouldn't go further in the middle of the USA at this stage. We don't know about the future in five, ten years. But that's a great region, and we do already have some location there and a good team and a really great regional manager. So we're building on that as we come along, yes.

And is part of the strategy there, Luke, to have somewhat of a free option on perhaps extending your new green hydrogen initiative into the Midwest at some point down the road?

That's a tougher question. I'll give you my reality check at this stage. We're going to do extremely well in Canada because we're the big player. We're the scale. We're the brand. We cover the whole country. So when anybody that wants to do green energy for the last mile, as we talked earlier about FedEx, we're it. So when it comes to the state, I don't know today how it would unfold and what region. I do know with camps who have an opportunity for wholesaling some renewable propane. With that camp region, we expect to, in California, to have something in that regard, and we'll have the scale to do it in California, what we do in Canada. So looking forward to that, and I can say I think something there will develop over the next year or two or three. The rest of the U.S., I don't know. We'll have to wait and see. We're pretty new at it. A year plus we've been studying and trying to research and understand the market and where do we belong and how do we become the big player with the green energy. I can make you a strong commitment, Canada. We're going to be it. We're going to be good. California after camp, I think we'll work hard to do something quickly there. And then on and on, we'll develop the strategy, the plan, and we'll present it to the market once we know more.

Fair enough. I appreciate that, Luke. Last one for me, if I could. Beth, maybe just back on your comments around leverage and potentially looking at the capital markets at some point down the road. But maybe you could just speak to what other levers you might have on the liquidity front here, just in case. You know, capital markets aren't attractive as you look to execute on this accelerated M&A program. You obviously have a couple shareholders with deep pockets. So I'm just wondering if there's an understanding there that if you do need additional liquidity to stay on course with the M&A plan that you'll have access to other cash resources outside of the capital markets.

Yeah, I mean, I can't really speak for what others would and wouldn't be willing to do as we look going forward. But certainly, you know, we'll always look at things opportunistically. We do have, you know, two, I'm going to say sort of very supportive investors in Brookfield and M&B. So I think from that perspective, I mean, there's certainly... you know, all the discussions we have comfortable with what we're doing and what we have going forward. I don't want to speak for what they might do if we were looking at something. I think access to liquidity is always something that we would factor in as we looked at the acquisitions going forward. And I think the reality is right now when you look at the you know, amount of room we have on our credit facility, et cetera. You know, we're comfortable as we move forward. But, I mean, it's going to be very specific to timing, size of transactions, et cetera. Right? But I think, you know, the crux of your question around, you know, do we have our large investors supportive of us? Yes. Based on our discussions, they're supportive.

Okay. That's great. Thank you very much.

Thank you. Thank you. Our next question comes from Daryl Young of TD Securities. Your line is open. Good morning, everyone.

Two quick questions for me. So first on the guidance range of 410 to 450, and I apologize if I missed it, do you quantify what you consider abnormal weather to get you to the 450, and then how does that compared to what we've seen so far in January, February, because I think we're double digits colder than normal at this point.

I'll take that, Beth.

Yeah, sure. I mean, what we would typically do when we're looking at developing the ranges is we would look and we would say, look, over the last, you know, five to ten years, what are some of the extremes from a weather perspective? So we'll build the ranges looking at something that is is within the range of what we would have experienced historically. So somewhat you can think about it. It's not exactly linear. Like you lose more EBITDA as it's warmer than you gain when it's colder, just because you have to keep on some incremental costs, et cetera, when it's warmer, just to make sure that you've got people to deliver, et cetera. But it's almost, you know, if you look at it, it's not perfectly linear, but it's you do have an increase somewhat proportionate to the change in weather depending on the months that you're looking at. It's a very long drawn out way to say we'll use plausible estimates in creating a range in what we've seen in warm weather historically and cold weather historically to get your outsides of the range. That being said, it isn't just weather, right? Like we'll build that range on other items as well, right? Differentials in the market from a wholesale perspective as well. Are you looking more so for specific numbers?

Well, I mean, I just, I guess I'm just trying to tease out, you know, how much warmer, or sorry, how much colder are we currently than maybe the range would imply?

Well, I mean, as we talked about it, I mean, January was definitely colder and colder in the U.S. I mean, I think one way to say in order for us to work through and get to that high end, we would need not just a cold Q1 and it would need to be a cold whole Q1, we'd also need a cold Q4.

Got it. Okay, and then just one other question. In terms of the five-year guide, you know, based on the amount of capital deployed at this point, I certainly wouldn't have expected the EBITDA to be higher. Commercial volumes are obviously a big impact. But could you just maybe give us a sense of if there's been any changes in the assumptions that would have gone into that five-year plan and where you feel in terms of when you sort of hit the midpoint of that?

Difficult to say, but what we don't have in the five-year plan is some additional distribution of green energy that we start to work on. But I don't think there will be a shortage of deals to get to the numbers. And like we chatted earlier with another question, they're choppy. They come in and out and you don't know when and who's for sale at what time. We just know them all and we're at the door and we're getting the call. So I'm probably missing a few points at our key here so that Aaron or Beth can jump in or Rob.

Yeah, I think from, Luke, what I would say, you know, from the highest perspective, when we look at the superior way forward target of that 2026 EBITDA, I think, you know, initially we assumed that it would occur in a very even pace throughout. We knew it would be choppy, as Luke's saying. I mean, I think when it comes to the assumptions we were using for multiples and the ability to achieve synergies, they're all still in line. I mean, there's nothing that we would look at now that would change our expectations of what can be delivered. I think when it comes to acquisitions that we've entered into and executed, there's been no surprises. We haven't had any where we dramatically saw different synergies than we expected. Any surprises we've had have always been to the upside. So, yeah. I don't see anything that would give us any pause or any concern that any of our initial assumptions, other than just the choppiness of the timing, which we knew was a potential, is any different than what we were thinking about when we were talking about it in Investor Day.

Okay, great. Thank you.

That's all for me.

Thank you.

Thank you. Our next question comes from Joel Jackson of BMO Capital Markets. Your line is open. Hi, good morning.

Can you help us look back a bit? If you look at whatever, two, three, four years, what has been the ROIC, the return on invested capital from the propane actions that you've done? Can you maybe give us a sense of what kind of value creation you have made for shareholders?

Yeah, the ROIC holds a it'll differ depending on the transaction, obviously, which makes sense. But typically, it's anywhere from... But Beth, what have you done?

But not typically, sorry to interrupt. What have you achieved? Like, I know the 25% you talked about. What can you show us that you've actually achieved the last three or four years? Not for typical, but actual performance.

That probably needs an analysis to go back that far and We know what we bought and what the return are when we sign and what the expectation to that point has been achieved. But to go back three, four years, I don't know if we have an answer of those four years ready to give.

Yeah, Luke, and we can certainly take it and talk about it offline for specifics and do a detailed analysis. But fundamentally, the acquisitions that we've done, they have – delivered what we expected them to deliver. So in fact, because we're achieving the budgets and the synergies as we set them out initially when we did the investments, what we were expecting would in theory be where the actual is. Your question is a little tricky because what occurs when we do an acquisition, the acquisition gets absorbed in the business, right? The synergies occur because it becomes part of the business. So you don't have an isolated and you can't track it on an isolated basis, but we can track where the cost reductions, et cetera, are when it comes to specific cost areas, in particular in the first year. Once it's fully integrated, then it's just part of the base business. So that's where I was answering it, and that's what we would typically expect. And we haven't dramatically had anything that we've seen where acquisitions didn't deliver what we initially had expected them to.

I think it'd be an interesting analysis since you guys are into this, it is your strategy going forward, uh, to see where things have happened. And the reason why I said it, I set up my second question, which is the real question. And Luke, you know, spirit plus, as you know, the stock prices and stuck in a range of basically 11 to $12 a share for 15 years. If you ignore some transient periods way below that range and way above that range, we're there today, 11, $12 a share. So the stock market is not giving you any credit. For all the things you've done, Superior Way, you've sold out businesses, you've bought businesses, you've gone to a cocaine pure play. So what is the market missing if you have achieved the valuation and ROIC on your cocaine strategy?

Very good question. I really have invested a lot in this company, as you know, in a lot of our management. We have a good business that's such great cash flow and does so well, and we have a dividend of 6%. It's a tough one because it's not like this business says, you know, we're not an utility, but we're some utility. We own the tank, and your cash flow is great and growing every year. We don't like it because we couldn't have the acquisition account. It's still growing 60 million, totally growing 30. But what the heck, I mean... I wish you heard her on the phone to tell me why the stock where it belongs, which is to me not $12 or $13. It makes no sense. Maybe if I could think more optimistically, I could say maybe once we get to a certain size and the roll-up are done 17, I think the proof is there, but maybe the market says, well, they're done 25 now and look at this and And the return, I can tell you, on every deal are great. So you're like, what's missing to get the right value for such a business with such a market position, with such a solid margin, with very low risk on the... If not, very small risk, almost nothing on the commodity. You're like, what the heck? That's a good question. We have a puzzle...

understanding why isn't the stock at the right value which is not 13 dollars thank you for that if you have any ideas about that well i think you could in your next investor event i think you could to my first question i think if you could show how your propane transition is happening from a high level how you what what returns you've achieved on your business where where you maybe come in above your targets, even come below your targets, maybe how that shapes your future acquisition choices would be helpful.

Yeah, there is a presentation there, Rob, that we made. I don't know if it's on the Internet, but every deal and the average deal and the average return. I'll ask Rob if we have an answer already packaged ready for that.

Yeah. Yeah, there is a slide in Investor Day on the pre-synergies and post-synergies multiples, but there's not a specifically return on invested capital calculation, so that is something we can look at.

Okay, I appreciate that, yeah. Thank you. All right. And, you know, Joe, one thing that we know from the size, uh, we have big competitors that are losing market share every year that are public. And when you look at, you compare us to the MLP, which I won't give their name, but you all know them. Uh, it's not a good business model, but they're public with the valuation. So I think we get pulled into that valuation. We don't, we never had a, an approach of, uh, 100% dividend, not investing in technology, digitalization, system, marketing. We don't operate at all like those three businesses of our public, but we probably put those in that bucket. That's one way, maybe one touchpoint to say, why not more value for that stock? That certainly comes to our mind. There might be others, but that's one where We have big, large public competitors that don't have a good machine of developing the future properly and they lose market share every year. It's like the old income trust. I call it you stretch the business so one day you don't look good. I think there's Stretch has happened for them, but we don't operate like that, but we're probably putting that bucket to a degree.

Thank you.

Yeah, thank you.

Thank you. Our next question comes from David Newman of Desjardins. Your line is open.

Yeah, just a quick, simple follow-up just on the margins. You've done some things over the last couple of years, some kind of temporary and some permanent. and we've got a new level of margin in the U.S. on cents per litre, 42.2 and 18.5 in Canada. And just looking out into 2022, the wholesale market fundamentals look decent. You've had some cost savings. You've ripped out some costs permanently out of the structure, and then you've demarketed some of the lower margin accounts. So maybe just as you're looking into this year, what's your sort of expectation now of what could stay in the cents per litre on both sides of the border?

Yeah, so I'll kick it off. Yeah, yeah, I can kick it off. So from a U.S. perspective, what we are anticipating, David, still a range of that $0.38 to $0.44. $0.38, say that again? Beth, sorry.

Sorry, $0.38.

Canadian, it would be 38 to 40 cents is typically the range.

Got it, got it, okay.

And remember, that's converted. So 30 to 35 cents U.S., but again, converted into Canadian. So you're right, we were at 42 cents. For 2022, we're thinking that those average margins will be slightly lower, right? We have a slightly different mix. We've got some growth in commercial volumes as a result of acquisitions, et cetera. So you've got some mixed impact, but more importantly, it's an FX impact.

And what order of magnitude, Beth? 30, 35 U.S.? What are you thinking in Canadian dollars? Like you're 38 to 40. What do you think? You're going to be in the lower end of the range there, like 38 something?

No, no. No, no. No, no. When we're saying slightly lower, like 42 cents, like 41 cents. Got it.

Right?

Or somewhere between those. So just modestly lower, slightly lower. In Canada, we're at the 18 cents. what we're forecasting for 2022 for Canadian margins, again, is just slightly lower. And again, that's predominantly going to be driven because as we talked about the volume increases, we're going to have increases in wholesale volume. And we're also going to have increases in those commercial volumes, which you just get that impact from that change in the customer mix.

Got it. And what's the potential here? I mean, you're doing things like the sensors and things like that. more obviously retail, and then you're sort of demarketing some of the lower margin accounts. What's the potential here? Where could you be aspirationally on these margins?

I think there's a balance act. I just talked earlier about the three public companies that increase margin more than half every year. If they lose an EBITDA in the warm year or bad year, they'll just increase price and they lose volume. So we want to be in a position where we can increase price to a degree, let's say a penny a year. But we do the real study by branch, by region, what's the competitive landscape. And we come to a conclusion as to, okay, we can increase the 41 cents to 42, 43 without losing the customer. So we cut with the, sensors, the retail, the communication we have with different specialized people and different commercial segments. We've cut the attrition in half over the years. That's very important, as important as the growth, you know. And then we've grown, not commercial Canada right now, we've grown retail a bit more than anticipated in Canada. The machine in the States, there's some growth in the States, but all of the applications that gets us an extra margin in the States and better contact and glue with customers by segment and big time retail because of our size of retail in the States. We haven't executed all of those tools yet in the States. It's a big year coming in 2022 to get there. We've been busy, you know, 30 million became 230 million of EBITDA overnight. So, And we did put some good talent in marketing salespeople, but we're lagging the Canadian maturity of developing those two. And that's going to come. So to me, I believe that we could continue to have some good internal growth and increase margin over time slightly. The big lift, I think, on margin are behind us. Now we're more at the point where we can continue to increase slightly margin over time by adding more glue and more service and easy to do business with and all the tools that we've pretty much installed in Canada, more to come, and in the States. So don't see why not.

And if you look at inflation and things like that, Luc, you know, In a low propane, and I know the propane prices have rolled over and now they're rising again, but I know there's a little bit of a tailwind that goes with that in one queue, but just from an inflationary perspective, it's got to be much easier when you've got a low propane price and a low rack spread that with the retail customers you can get more through in terms of pricing. And in this environment, maybe you're not getting RAC++, so to speak. But is that, are we, am I thinking about that right?

Yes, as in 2021, and that's been a good year to add a lot of margin because what happens if when price and the propane goes up the way it did and then it went down, not back up, like you said, You have to be very careful of communicating with customers ahead of time to say, you know, this is like natural gas, the oil that when you go to fill up your car, the bank, this is, we're a pass-through, we make a delivery to you, but the world of energy costs have gone up everywhere in every aspect, and we communicate to customers with email or call centers and all the above. So we want to be very cautious in those times because What happens to people's minds, even though I think in the last year they know more because when they go with their car to fill the gas or all the costs of energy, it's more known than in the past if something like that would happen. You have a segment of people that know and some don't. I think most people know today, but it's fragile. You cannot increase on top of those increases and not expect customers when the summer comes to go away. Got it. That's why we have a balancing act to find the right place to price properly so we don't want to do like the three other big companies have done and just increase price and we'll lose 5% more customers next year but our bid might look better short term. We're cautious about that. We're debating that regularly as to what's right here but To think of your original question, can we continue to tweak slowly but surely over the years? I believe so.

Okay, excellent. Thank you.

Okay.

Thank you. At this time, I'd like to turn the call back over to President and CEO, Luc Desjardins, for closing remarks. Sir?

Yeah, so thank you, everyone, to participate. I understand and I explained at one stage We're caught in a bad timing issue, but the business is fundamental. The business operation, margin, synergies, nothing has changed. It's just the bad timing. And those customers and those banks in Canada are still owned by us, and they'll come back. And the growth and the acquisition are there and will continue to come. And to Joe's point, I guess... we know that there's something wrong to be at $13 or so when you have a machine like that. But, uh, usually with market, I don't get overly disappointed, but not to the point of not getting overly concerned because usually there's a time down the road where the market catch it and fix it up. I don't know if it's when we get a bit bigger and then more investors from us or the world, but we'll, uh, Continue to work hard for all of you, and we appreciate your interest in our company.

And this concludes today's conference call. Thank you for participating. You may now disconnect.