Good morning, everyone, welcome to the Gibson Energy Second Quarter 2023 conference call. Please be advised that this call is being recorded, I would like to turn the meeting over to Beth Pollock, Vice President, Capital Markets and Risk. Ms. Pollock, please go ahead.
Thank you, Sylvie. Good morning, and thank you for joining us on this conference call discussing our second quarter of 2023 financial and operational results. Speaking on the call this morning from Gibson Energy are Steve Spaulding, President and Chief Executive Officer, and Sean Brown, Senior Vice President and Chief Financial Officer. We also have the rest of the senior management eam in the room to help with questions and answers as required. Listeners are reminded that today's call refers to non-GAAP measures and forward-looking information. Descriptions and qualifications of such measures and information are set out in our continuous disclosure documents available on SEDAR. Now, I would like to turn the call over to Steve.
Thanks, Beth. Good morning, everyone, and thank you for joining us today. We are pleased to have delivered not only another strong quarter from a financial and operational perspective, but also the acquisition of the South Texas Gateway Terminal and contracting of additional storage at our Edmonton terminal. The Gateway Terminal is in Ingleside, Texas, at the Port of Corpus Christi. Gateway is a world-class Gulf Coast terminal, which complements and enhances our existing infrastructure position across North America, including Hardisty and Edmonton, and provides us with a new platform for growth connected to the prolific Permian Basin. The terminal is strategically advantaged as one of the only two terminals in Texas with the ability to load very large crude carriers, also known as VLCCs.
Further, the cash flows associated with the asset are underpinned by take-or-pay contracts with investment-grade or high-quality counterparties, many of whom Gibson have long-standing relationships with. We are confident that moving forward, Gateway will serve as a platform for growth for Gibson and can be expanded upon to meet the growing needs of both new and existing customers. In the near term, we will be actively pursuing the sale of additional loading windows at the terminal, and we will work with our customers to provide commercial opportunities to blend and extend their existing contracts. Additionally, post-close, we'll seek to increase throughput and have the ability to add over 1.5 million barrels of storage at the terminal to support our customers' requirements.
We expect the acquisition will close in the very, very near term and are confident it will provide us with considerable growth opportunities in the future and look forward to becoming welcoming our Gateway and its new employees into our portfolio. From a commercial perspective, during the second quarter, we announced the expansion of our base infrastructure business with the sanctioning of two new tanks at Edmonton, representing 870,000 barrels of new tankage, all of which are underpinned by a 15-year take-or-pay and stable fee-based contract. These two tanks are expected to be placed into service in late 2024, and along with another Edmonton tank being placed in service Q4 of this year. The new tankage will support our customers' shipments on the TMX pipeline and demonstrate the strength of our Edmonton franchise and the service offering we provide to our customers.
Looking briefly at the financial results, infrastructure adjusted EBITDA of CAD 110 million, before adjusting for that one-time CAD 17 million environmental remediation provision, which is in line with the infrastructure performance of the first quarter of this year. During the second quarter, marketing segment profit built on a strong first-quarter results, with adjusted EBITDA of CAD 34 million, stronger than our previous CAD 25 million in guidance, primarily due to a strong quarter from the crude marketing and healthy contributions from our refined products. We continue to maintain our conservative financial profile with metrics aligned with our key governing financial principles. Distributable cash flow of CAD 82 million in the second quarter resulted in a payout ratio of 55%, significantly below the 70%-80% target range.
Leverage of 2.5x are also below the target range of 3-3.5. Post the closing of the Gateway acquisition and the associated financing, metrics will also remain within our target ranges. Before I hand the call over to Sean, I want to return to that environmental provision we recognized in the quarter. I would note this is related to a provision we took in 2019 and does not represent a new environmental issue, but rather, Gibson incurring additional contractually obligated costs related to the Hardisty West partnership. Approximately half of this one-time accrual will be paid in the third quarter of this year, with the remainder being ratably paid out with future obligations. As I stated in 2019, this is not something I would consider normal course or just part of operating a terminal.
We place significant importance in our asset integrity and loss prevention at our facilities. To close, with a strong quarter comprised of infrastructure results consistent with our first quarter results, and marketing results ahead of our previous guidance, we are pleased to be off to a great start in 2023. We look forward to building upon the success in this quarter through the further solid performance from our existing business and through the anticipated closing of the South Texas Gateway acquisition. I will now turn the call over to Sean, who will walk us through our financial results in more detail. Sean?
Thank you, Steve. The second quarter was very significant for our company. We are extremely pleased to announce the acquisition of the South Texas Gateway Terminal for $1.1 billion. To fund the acquisition, concurrent with the announcement, we successfully executed a CAD 403 million bought deal offering of subscription receipts, inclusive of the over-allotment option. Subsequent to the quarter, we also closed a CAD 900 million offering of medium-term notes, as well as a CAD 200 million offering of hybrid securities. We are very happy with the outcome of all the Gateway financings. The subscription receipts were oversubscribed in what was otherwise a somewhat challenging equity market. The data offerings were also significantly oversubscribed, with demand in excess of four times the aggregate offering size, and all came in well inside of expected pricing.
With the offerings, we have a well-staggered debt maturity profile at attractive rates. We're very happy to add a 30-year tenor to our capital structure, which we feel reflects investor confidence in the longevity of our entire business. With these financings, we are fully funded on a permanent basis, very much ahead of the expected acquisition closing date, anticipated in the very near term. With the announcement of the US dollar acquisition and completion of the Canadian dollar financings, we immediately looked to hedge any potential currency exposure and are pleased to have hedged 100% of the purchase price as we sit here today, with approximately 80% hedged at quarter end. From a pricing perspective, these hedges are in line or consistent with current market rates and well inside of what we had budgeted for, for the acquisition.
With respect to the ongoing cash flows from the Gateway Terminal, we are mindful of the incremental US dollar currency exposure this creates, and would note that while we have some natural hedges inherent in our existing business, we are actively working on a longer-term strategy to mitigate risk in this regard. From a capital allocation perspective, given the recent equity offering, we would highlight that concurrent with the Gateway acquisition, we suspended the share buyback program for 2023. That being said, we will reassess share buybacks later in the year during the 2024 budgeting and planning process, and remain firmly committed to our capital allocation philosophy over the long term.
Turning to our existing business results, infrastructure adjusted EBITDA of CAD 110 million this quarter, before adjusting for the one-time CAD 17 million environmental remediation provision, was in line with the first quarter of 2023. During this period, increased revenue at both Hardisty and Edmonton offset modestly higher operating expenses, due primarily to higher power and utility costs. As we look forward to the second half of 2023, we expect the base infrastructure business to continue to demonstrate stable and consistent results. That being said, there are a couple of items that we could see impacting our third quarter results. From a non-recurring perspective, we'll be performing integrity work at our frac plant at Hardisty and on the incoming gathering pipelines, which will impact our other terminals and pipelines division.
In addition, given current market conditions and commodity prices, as well as select maintenance work being completed during the quarter, we would expect some sequential modest softness in this segment in general relative to last year. I would emphasize that this segment comprises only about 5% of the infrastructure segment, so not overly impactful, but worth noting. As anticipated, there are contracts that expired at the unit train facility at the end of June. Post this expiry, we would expect the cash flow from the unit train facility to stabilize as the majority of remaining revenue is derived from the DRU value chain. As stated previously, prior contract expiries at the unit train facility have been absorbed through growth in other parts of our infrastructure business, and we would expect the same to be the case here as we move into the fourth quarter.
In totality, we would expect the impact of the above items to be approximately CAD 6 million-CAD 10 million in the third quarter. That being said, we expect that these factors will either be temporal or fully offset come the fourth quarter of 2023, when the new Edmonton tank comes online, and the infrastructure business will return to its previous run rate of approximately CAD 110 million per quarter, before taking into account the impact of the South Texas Gateway acquisition. Focusing on marketing segment results, adjusted EBITDA of the outlook we provided on the first quarter earnings call. Outperformance was largely driven by the emergence of time and quality-based opportunities for crude marketing. The refined products division also had a robust quarter due to higher product margins.
As we look forward to the third quarter for our marketing business, our outlook is constructive, with line of sight to opportunities related to both refined products and crude marketing. Our current expectation is that the marketing segment will generate adjusted EBITDA of CAD 25 million or higher during the upcoming quarter. I will now briefly touch on distributable cash flow. Second quarter distributable cash flow of CAD 82 million was an CAD 8 million increase from the second quarter of 2022, with the primary difference attributable to the higher marketing performance, as previously discussed, with smaller positive drivers being modest decreases in both lease payments and current income tax, partially offset by slight increases in both maintenance, capital, and cash interest. With the benefit of another solid quarter, we maintain our strong financial position as we exit Q2.
The payout ratio of 55% is well below the bottom end of our 70%-80% target range. Debt to adjusted EBITDA of 2.5x is also well under our 3x-3.5x target. We also continue to monitor our leverage and payout ratios on an infrastructure-only basis. In this regard, our leverage of 3.7x and our payout ratio of approximately 74% are both beneath the less than 4x and less than 100% targets, respectively. Looking at our financial position, pro forma, the Gateway acquisition and associated financing metrics are also comfortably within our key governing financial principles. In summary, we are very pleased with our financial milestones and solid financial results in the second quarter of 2023.
We announced the US $1.1 billion South Texas Gateway acquisition and fully financed the purchase price with a combination of subscription receipts, medium-term notes, and hybrid securities. We achieved infrastructure results on a recurring basis, in line with our run rate of the past few quarters, and we maintained positive marketing performance and momentum. While we expect some temporary softness in the third quarter, we are optimistic around our outlook for the remainder of 2023, in particular as we look to close the South Texas Gateway acquisition and also as we bring online our first TMX tank at Edmonton. With this, I will now turn the call over to the operator, who will open up the line for questions. Operator?
Thank you, sir. Ladies and gentlemen, if you would like to ask a question, please press star followed by one on your touch-tone phone. You will then hear a three-tone prompt acknowledging your request. If you would like to withdraw your question, simply press star two. If you're using a speakerphone, we do ask that you please lift the handset before pressing any keys. Please go ahead and press star one now if you have a question. Your first question will be from Jeremy Tonet at JP Morgan.
Hi, good morning.
Morning, Jeremy.
Just wanted to start off on South Texas, if I could, wanted to see if you could peel in a little bit more, appreciating that the deal is not closed yet, it must be somewhat limited what you could say. Just wondering if you could tell us a bit more, I guess, on the strategy for this as the platform. Talk about incremental storage needs there, just wondering, is there the potential for further integration of that asset or just any other color that you could provide longer term on how you see that platform evolving?
Thank you for the question, Jeremy. When we look at the asset, we think there's opportunities to optimize the loading windows and increase the throughput through the terminal on a long-term basis. Our primary focus in the next year and a half will be to optimize those windows and also to extend the existing contracts. As far as integration with other assets, you know, it's not integrated with our Canadian assets, although the customers there, all the customers at the facility currently are customers of us up at Hardisty.
Got it. That's helpful. Thanks. Then pivoting towards Edmonton, just wondering if you might provide a bit more color on overall, I guess, customer appetite for, for storage and how you see commercial, discussions progressing at this point ahead of, TMX completion?
Well, you know, just like, Sean talked on the call, you know, we, we do have the one tank that we're going to put in service next quarter, and then the two that are under construction, which are the 15-year contracts. You know, we are continuing to talk to another customer, but I don't see that happening anytime in the near future. I think, I think what we're going to need to really see to expand our storage footprint there is, is really TMX coming online and the customers seeing the need for that. Most of our growth opportunities at Edmonton are going to be around the actual rail infrastructure that we have there. We have 115 rail loading and unloading spots there, which are all manifest.
Where most of the opportunities currently are in really the new fuels, right? The blending, potentially HRD, additional HRD blending, potentially feedstocks, renewable feedstocks to those refineries. Those are the biggest discussions we're having right now.
Got it. That's very helpful. I'll leave it there. Thanks.
Sharon.
Thank you. Next question will be from Linda Ezergailis at TD Securities. Please go ahead.
Thank you. I'm just wondering how the board might be contemplating balancing, reflecting, the organic growth you've teed up and the acquisitive growth, and accretion you've teed up, in your dividend policy versus balancing some of the uncertainty around recontracting and the extent you can extend contracts. Can you give us an update as to how, if the dividend might increase annually, prospectively, or maybe as new facilities prove themselves out? How does the board think about sustainable growth in the dividend versus sustainable levels of the dividend?
Thanks, thanks, Linda. It's Sean here. I, I'll take that. I mean, as you know, it is a, a board decision, as always, the dividend is something that we consider with our annual results. We'll continue to do that. After we announce our year-end results in, in February, that's when we make decisions with respect to potentially increasing our dividend. You know, what I would say as it relates to philosophy, though, really not much has changed. I, I think we, we all, and the board would be included, believe in steady, modest annual dividend growth. That, that certainly does not change with the acquisition of the said Texas Gateway Terminal.
I'd say, if anything, the questions we've been getting have been more to the tune of: Will you increase your dividend at a faster rate, given that, you know, as we sit here right now, we've got, you know, circa mid-50s payout ratio? If anything, I'd say that the Gateway acquisition just gives us more confidence in the longevity of that steady annual dividend increase. Again, I, I can't necessarily speak for the board.
Okay. Thank you. Can you just give us an update as well as to, how, you know, all the ways you, you expect, the completion of Trans Mountain to impact your business beyond just, tank and terminal demand? Specifically maybe on your marketing business, how we might think of, what opportunities might arise, what else might dissipate, or is there just uncertainty as to how the markets will settle out?
Yeah, thanks for that question, Linda. I'll have Kyle answer that.
Yeah, thanks, Linda. I think, you know, we're gonna approach it the same as we, as we do now at, at Hardisty. I mean, you know, as Steve said, it needs to come into service. We need to see the impacts of that. I mean, like our customers getting set up for having tankage in place to deal with the flows and the operations and, and the startup there, we'll be positioned to do the same thing. You know, and approach that either through our, our Edmonton tankage or, or our Hardisty tankage.
I think the approach will be very much the same that we have today, and, and in the event that there's ways we can help our customers get their barrels to market, whether that's through additional tankage or marketing services, I mean, I think that's how I'd see us participating more.
Thank you. I'll jump back in the queue.
Thank you. Next question will be from Robert Hope at Scotiabank. Please go ahead.
Good morning, everyone. Steve, previously, you've spoken about increasing the business development activities of the or capabilities of the business, especially with a focus on energy transition. You know, with STGT in the fold now, how do you think about the business development capabilities of the organization? Do you need to put a new arm kind of with a real focus on export capabilities?
Good morning, Rob. Thank you for that question. One of the good things about the acquisition is we have been able to bring on, bring on board all of the operations team. We're excited about that, but also we've been able to bring on board some of the commercial team, which is gonna really help us really step one on as far as our knowledge in developing that asset. We have shifted that search probably to Houston, because we think there's more opportunities in the US right now in the liquid infrastructure. That search has been focused there. Kyle and I are, will, will be focusing more on the US business going forward.
All right. Appreciate that. Just maybe as a follow-up on STGT. In your prepared remarks, you, you mentioned over the next, we'll call it year and a half, the real focus is improving or increasing volumes through that facility. When do you think new capital will have to be invested in that facility in a meaningful manner? Is that still a ways out, and right now the real focus is just improving returns on existing capital there?
You know, that's a great question, actually one the board asked just yesterday. I would say it really, you know, as we really start to develop our relationships and start to understand, you know, the needs of our customers there, I could see us spending capital or initiating capital next year or in the early part of next year. Probably not significant capital, some capital. We, we have some additional tankage that we can potentially build out in the future, there's some additional connectivity that we want to do.
I appreciate the color. Thank you.
Thank you. Next question will be from Robert Catellier at CIBC Capital Markets. Please go ahead.
Hi, just to follow up on Linda's question on TMX. I have the same question, but as it relates to the Enbridge Mainline deal. How has producer behavior changed as a result of that new agreement, understanding that it's only in its infancy? What, what have the practical implications been for your marketing outlook and other aspects of your operations?
Hey, Robert, it, it's, it's Kyle here. I would say that as far as behavior, I wouldn't say anything has changed. I think that the industry as a whole is, is happening, moving forward on a path there at a, at an agreement that works for sort of both parties. Yeah, I, I wouldn't say that there's any change in behavior or how the market is moving barrels or, or what they're planning on doing. I think it's, it's a success because it's more of a business as usual setup.
Okay. Then, I, I wonder, Steve, if you could delineate the headwinds in Q3 between the contract expiries and the other operational items you mentioned. What, what, what's at risk in terms of the contract expirations?
Yeah, I'll let Sean answer that.
Yeah. Yeah, thanks, Rob. As I said in my prepared remarks, you know, CAD 6 million-CAD 10 million, potentially. I mean, just to provide a bit of granularity into that. As we talked about, there's some maintenance and integrity work in around the frac plant in the incoming pipelines. We estimate that'll be approximately CaD 3 million, you know, clearly non-recurring in nature. About CAD 3 million of that is from the unit train expiry. You know, as we look at it, you know, we see CAD 6 million of, you know, what we would call softness in the third quarter that, you know, we know is there. Beyond that, I'd say even since we drafted the script, we probably have a bit more bullishness and around sort of the other softness we may have otherwise seen.
When we had given that 6-10 range, it was just sort of general market activity, and that would have been that 0-4. I'd say as we sit here today, again, even from when we drafted the script, we probably see that being relatively muted, you know, versus even a couple of weeks ago.
Okay, that's helpful. Then, as you're aware, your partner, USD, is having a little bit of difficulty, it seems. I think there's a going concern clause in their statements. How do your commercial arrangements respond in the event that they have to file for creditor protection, and what impacts would that have on operations and cash flow?
We'll let John, John Wilson answer that.
Yeah, I'll touch on the contract side, and then, you know, I'll let Brown talk on the cash flow. You know, the way we structured our, our DRU agreement, especially, considering the, the differences in counterparty size, creditworthiness, et cetera, was to make sure we've got step-in rights and, and ability to kind of work with any creditors that would actually step into a situation where, we'd want to partner with somebody. You know, so again, we've got step-in rights there to deal with any issues like that. Then just on the cash flow, I mean, Brown, you want to talk about that?
Yeah, I mean, at, at the end of the day, the, the unit train facility still has real value. We're moving DRU volumes through it. We're moving actually modest other volumes through it. You know, we certainly would expect and hope that our partners, USD, will continue to operate it. You know, if for some reason that was not the case, we would expect that that facility would continue to operate, whether it's under the purview of USD or, or whomever it may be, and it would continue to cash flow. You know, we are comfortable with the situation as it relates to it. There still remains, you know, real value if you think of it, the unit train facility, probably most, most notably through the DRU value chain.
There is still other modest volumes that are actually moving through that facility right now as well.
Okay, that, that's helpful. Just one last quick one for me. Just on the hedging of the cash flow from the Gateway Terminal, where's your head in terms of how much you might want to hedge there from the recurring cash flow? Are you in the 50% range, or is it something higher?
Rob, we're still working through that right now. If you think about sort of expectations for currency through the remainder of the year, it's actually fairly benign from an exchange rate perspective. You know, we're, we're considering strategies as we think about it. You know, are we gonna use FX forwards to convert the USD to CAD? Are we gonna do a cross-currency swap, swapping around some of our debt to enable payment in US dollar cash flows? We will, very likely hedge a portion of that, but I, I mean, I think it'd be a bit premature right now to, you know, put out a 50% marker or something greater than that. It's something we're actively working on. We discussed it with the board yesterday and are, are very live to it.
Okay, thanks very much.
Thank you.
As a reminder, ladies and gentlemen, if you would like to ask a question, please press star, followed by 1 on your touchtone phone. Your next question will be from Robert Kwan at RBC Capital Markets.
Great. Good morning. Just on M&A strategy. I know that South Texas Gateway was just announced. You know, you're always evaluating, I'm sure. Does South Texas Gateway provide you a platform, you know, for you to focus a little bit more on organic growth, just some of the comments you've made in prior quarters about maybe more aggressively pursuing M&A, or are you still in the market, and you see a number of deals that, you know, may come to fruition here over the next year to 18 months?
...Yeah, I mean, our first focus is really going to be optimizing that terminal with very little to no capital at the beginning, right? There is potential capital in that terminal down the road. I would say, you know, it does give us a platform on the, on the Gulf Coast there in Corpus, and we will start to look and see and develop opportunities and look for opportunities down the road that synergize with that asset. Sean?
Yeah, no, I think, you know, as Steve has said previously, Rob, I mean, it, it's really an opportunity-driven business. I mean, our focus will be and will continue to be on organic growth capital. That, that has not changed, and I think with South Texas, it certainly opens up the availability of our, of our ability to deploy organic growth capital. That's fantastic. That was one of the rationales for the transaction. That being said, you know, if M&A opportunity presented itself and it made absolute strategic sense for the company, you know, we would have to evaluate it as well. You know, as we said previously, we've been looking for a number of years here, and South Texas just surfaced now. You know, is it likely to happen? Probably not, but you never know.
Again, you know, focus certainly is and will remain on organic growth capital and around our existing assets in a similar fashion to as we've deployed previously. With the acquisition of a 3rd platform with South Texas, you know, the, the ability to source that organic growth capital can only go up.
Got it. Just around South Texas specifically, you've talked about some of the organic opportunities, you know, as you were thinking about the thesis for the investment, how much were, you know, follow-on, kind of, bolt-on or tuck-in M&A deals to either increase connectivity or just, you know, build out infrastructure around that terminal part of, you know, the plan going in?
I would say with respect to the specific underwrite, you know, very little. We, we did not, you know, take to the board, for example, and say, you know, "For this to be successful, we need to vertically integrate through M&A." I mean, what the nice thing is, it does create some optionality around that and potentially could create opportunities. From a, you know, underwriting the transaction perspective, you know, additional M&A, you know, was certainly not part of the core investment thesis. That would be more upside to what we had contemplated. It's really, really the core asset, the core customers, the facility, the macro fundamentals behind it, you know, the third platform for growth. You know, really, all of the benefits we've talked about, you know, numerous times since the acquisition was announced.
Got it. If I can just finish, just on the provision, can I just confirm that the half of that that you expect to incur in the third quarter is half of the 17, not half of the 17 plus the 15 and 2019 provision?
Yeah, that's correct..
Okay. Then I guess in 2019, there was also some thought that you, you had or you had a claim against the neighboring operator, because you didn't think it was a product you'd ever handle. Just how did that play out, or is that still to play out?
We have... You know, that's been negotiated as we sit here today. The remediation, as you think about it, this is not incremental remediation. This is, you know, remediation that was already ongoing. As we think of it, that specific claim, we're handling the remediation as it relates to anything on our property. The adjacent operator would handle anything that it relates to their property.
Okay. This CAD 17 is essentially or not... This is what's on your property, but you were saying some ongoing remediation. Has some of that CAD 17 already been spent?
Yes.
Yes, half of that 17 has already been spent. This is just a reallocation of the expenses with our partner there.
Okay, half has already been spent, half of it's going to be incurred this quarter, and then nothing after Q3?
No, it's future, right? Half has been spent, the other half is all of our future obligations, right? This is incremental future obligations over the next-
Yeah.
10-15 years.
Okay. That's great. Thank you.
Thank you. At this time, I would like to hand the call back to Beth for final remarks.
Thank you, thank you for joining us for our 2023 second quarter conference call. Again, I would like to note that we have made available certain supplementary information on our website, gibsonenergy.com. If you do have any further questions, please reach out at investor.relations@gibsonenergy.com.
Thank you. Ladies and gentlemen, this does indeed conclude the conference call for today. Once again, thank you for attending, and at this time, we do ask that you please disconnect your lines. Have a good day.