Investor Presentaiton
Specified Financial Measures
Reconciliation of non-GAAP financial measures
Pro forma adjusted EBITDA reconciliation to the nearest GAAP measure, Net Income, for the Corporation and STLLC:
430
Presentation of Pro Forma Financial Information
The pro forma financial information referred to in this presentation was prepared utilizing accounting policies that are consistent with those disclosed in the unaudited consolidated
financial statements of Gibson as at and for the three and nine months ended September 30, 2023, and the audited consolidated financial statements for the year ended December
31, 2022 and was prepared in accordance with recognition and measurement principles of IFRS.
The pro forma financial information has been derived from, and should be read in conjunction with: (i) the unaudited condensed consolidated financial statements of Gibson as at
and for the three and nine months ended September 30, 2023, (ii) the audited consolidated financial statements of Gibson for the year ended December 31, 2022, (iii) the audited
financial statements of STLLC as at and for the year ended December 31, 2022, (iv) the unaudited financial statements of STLLC as at and for the three months ended March 31,
2023, and (v) financial information and operational results of STLLC for the period following March 31, 2023 and prior to the closing of the acquisition, as applicable. See "Forward-
Looking Statement Notice".
Gibson has not independently verified the financial statements of STLLC that were used to prepare certain of the pro forma financial information included in this presentation and
the pro forma financial information included in this presentation is not intended to be indicative of the results that would actually have occurred, or the results expected in future
periods, had the events reflected in this presentation occurred on the dates indicated. The pro forma financial information contained in this presentation is included for
informational purposes only and undue reliance should not be placed on such pro forma financial information.
The unaudited pro forma condensed consolidated financial information contained in this presentation is presented for illustrative purposes only as of its respective dates and may
not be indicative of the financial condition, results of operations or cash flows of Gibson following completion of the acquisition or had the acquisition been completed as of
beginning of the respective periods presented. The unaudited pro forma condensed consolidated financial information was derived from the respective historical financial
statements of Gibson and STLLC, the financial information and operational results of STLLC for the period following March 31, 2023 and prior to the closing of the acquisition, and
certain adjustments and assumptions were made to give effect to the acquisition, as applicable. The information upon which such adjustments and assumptions were made was
preliminary and adjustments and assumptions of this nature are difficult to make with complete accuracy. Moreover, the unaudited pro forma condensed consolidated financial
information does not include, among other things, estimated synergies or adjustments related to restructuring or integration activities in connection with the acquisition, or future
acquisitions or disposals not yet known or probable. Additionally, the unaudited pro forma condensed consolidated financial information may not reflect all of the costs that are
expected to be incurred by STLLC and Gibson in connection with the acquisition. Accordingly, Gibson's assets, results of operations and financial condition following the acquisition
may differ significantly from those indicated in the unaudited pro forma financial information and financial information and operational results of STLLC for periods following March
31, 2023 and prior to the closing of the acquisition may not be consistent with past financial and operational results for similar periods in respect of STLLC. The audited financial
statements of STLLC as of and for the years ended December 31, 2022 and 2021 and the unaudited financial statements of STLLC for the three months ended March 31, 2023 are
each included in Gibson's Business Acquisition Report dated October 6, 2023, available on SEDAR+ at sedarplus.ca
(CAD$ in thousands)
Net income
Income tax expense
Depreciation, amortization and impairment
Finance costs, net
For the twelve months ended September 30, 2023
Gibson
STLLC(1)
Other(2)
224,802
114,869
70,108
907
Pro forma
339,671
71,015
125,622
14,379
98,184.
Unrealized (gain)/loss on derivative financial instruments
(9,132)
140,001
98,184
(9,132)
Corporate unrealized (gain)/loss on derivative financial instrument
430
Stock based compensation
20,460
Acquisition and integration costs
19,959
Adjustments to share of profit from equity accounted investees
5,693
Corporate foreign exchange (gain)/loss and other
Adjusted EBITDA
1,355
557,481
20,460
130,156
16,744
16,744
19,959
5,693
18,099
704,381
GIBSON ENERGY INVESTOR PRESENTATION
Pro forma distributable cash flow reconciliation to the nearest GAAP measure, cash flow from operating activities, for the Corporation and STLLC:
(CAD$ in thousands)
STLLC(1)
For the twelve months ended December 31, 2022
Gibson
Adjustments
Pro forma
598,312
143,383
741,695
Cash flow from operating activities
Adjustments:
Changes in non-cash working capital and taxes paid
Replacement capital
(81,576)
(4,558)
(86,134)
(22,241)
(22,241)
Cash interest expense, including capitalized interest
(59,816)
(74,642)
(134,458)
Lease payments
(35,397)
(35,397)
Current income tax
Distributable cash flow
(43,074)
356,208
(848)
137,977
(9,290)
(83,932)
(53,212)
410,253
30
(1) Column was derived from the historical results of STLLC prior to the close of the Transaction, which was prepared in U.S. dollars; the exchange rate used to translate the U.S. dollar amounts is the average exchange rate for each month of historical results.
(2) Reflects impact of add back $16.8mm for the Q2 2023 environmental remediation accrual.
(3) Pro forma adjustments to reflect additional interest expense for the assumed financing structure (i.e. the Transaction is funded from the net proceeds of the Equity Offering and the bridge financing facilities) as well as additional income tax expense relating to STLLC.View entire presentation