TIDEWATER RENEWABLES LTD. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2024 RESULTS, AND REFINANCING OF CREDIT FACILITIES
The related audited consolidated financial statements, as well as Management's Discussion and Analysis ("MD&A") for the fourth quarter and year ended
Q4 2024 Results
- During the fourth quarter of 2024, the Corporation reported a net loss attributable to shareholders of
$3.4 million , compared to a net loss attributable to shareholders of$12.7 million during the fourth quarter of 2023. The decrease in the net loss attributable to shareholders in the fourth quarter of 2024 was primarily due to an unrealized gain on derivative contracts and income from the Corporation's joint venture investment in the Rimrock Cattle Company. This was partially offset by lower deferred tax recoveries and higher financing costs. - Tidewater Renewables generated Adjusted EBITDA(1)[1]of
$6.0 million during the fourth quarter of 2024, a decrease of 44% from the fourth quarter of 2023 and a decrease of 56% from the third quarter of 2024. The decrease was attributed to the sale of certain co-processing assets and the termination of take-or-pay contracts in connection with the related party transaction (the "Tidewater Midstream Transaction") with Tidewater Midstream and Infrastructure Ltd. ("Tidewater Midstream"), partially offset by the sale of BC LCFS Credits (as defined herein) in the fourth quarter pursuant to forward sales contracts that were entered into and priced during the first half of 2024 prior to the significant decline in the market price for BC LCFS Credits. - The Corporation's renewable diesel & renewable hydrogen complex (the "
HDRD Complex ") achieved average daily throughput of 2,677 bbl/d during the fourth quarter of 2024, representing an 89% utilization rate. This compared to average daily throughput of 1,700 bbl/d(2) during the fourth quarter of 2023, representing a 57% utilization rate. - On
November 25, 2024 , Thomas P. Dea was appointed as a director of the Corporation. With his distinguished career in private equity, the Corporation looks forward to leveragingMr. Dea's expertise to enhance the strategic direction and support the continued growth ofTidewater Renewables . On the same date,Margaret (Greta) Raymond retired from the board of directors (the "Board"). The Corporation extends its sincere appreciation toMs. Raymond for her valuable contributions and wishes her continued success in her future endeavors.
___________________________________ |
|
(1) |
Non-GAAP financial measure. See the "Non-GAAP and Other Financial Measures" in this press release and the Corporation's MD&A for information on each non-GAAP financial measure or ratio. |
(2) |
Represents the throughput from |
Year End 2024 Results
- During the year ended
December 31, 2024 , the Corporation reported a net loss attributable to shareholders of$357.8 million , compared to a net loss attributable to shareholders of$41.0 million for the year endedDecember 31, 2023 . The increase in the net loss attributable to shareholders was primarily driven by losses on the sale of assets in the Tidewater Midstream Transaction, realized losses on derivative contracts, and higher financing costs. These factors were partially offset by an unrealized gain on derivative contracts, deferred tax recoveries, and higher operating income compared to the prior year. - In 2024, Tidewater Renewables generated Adjusted EBITDA(1)of
$74.5 million , an increase of 62% from 2023 Adjusted EBITDA of$45.9 million . The increase was due to the full year of operations at theHDRD Complex and the sale of an increased number of BC LCFS Credits, partially offset by the sale of certain co-processing assets and the termination of take-or-pay contracts in connection with Tidewater Midstream Transaction, and realized losses on derivative contracts. - Significant improvements in throughput and reliability at the HDRD Complex resulted in achieving an average daily throughput of 2,643 bbl/d for the full year of 2024, representing an 88% utilization rate. Over 170 million liters of renewable diesel have been produced and sold into the local
British Columbia market since theHDRD Complex commenced commercial operations inNovember 2023 . - Tidewater Renewables continued to make meaningful progress on the front-end engineering design work for its proposed 6,500 bbl/d sustainable aviation fuel ("SAF"). The project remains contingent upon a final investment decision which is anticipated in the second half of 2025.
- In 2024, the Corporation made significant strides in enhancing its leverage profile and reducing cash interest expenses through a series of strategic asset dispositions. These included the Tidewater Midstream Transaction and the divestiture of its used cooking oil feedstock business, generating total proceeds of
$140.3 million which were used to pay down existing indebtedness. - In 2024, the Corporation completed the refinancing of its senior credit facility (the "Senior Credit Facility") and second lien credit facilities. The aggregate principal amount of the Senior Credit Facility was reduced from
$175.0 million to$30.0 million , and the maturity date was extended toFebruary 28, 2026 . Additionally, the maturity of the$25.0 million tranche B second lien credit facility was also extended toFebruary 28, 2026 .
____________________________________ |
|
(1) |
Non-GAAP financial measure. See the "Non-GAAP and Other Financial Measures" in this press release and the Corporation's MD&A for information on each non-GAAP financial measure or ratio. |
Subsequent events
- On
January 10, 2025 , Tidewater Renewables completed the sale of its interest in theRimrock Renewables Partnership ("RNG LP ") toBiocirc Canada Holdings Inc. , an affiliate ofBiocirc Group ApS for total proceeds of$7.8 million , of which$4.7 million was received on close and a further$3.1 million could be received upon the satisfaction of certain post-closing conditions on or beforeDecember 30, 2025 . The net proceeds of this transaction were used to repay outstanding indebtedness. - On
February 27, 2025 , the Government ofBritish Columbia announced changes to the Low Carbon Fuels Act (the "Amendments") to increase to the renewable fuel requirement for diesel from 4% to 8% for the 2025 compliance period, together with, effectiveApril 1, 2025 , requiring such renewable fuel content to be produced inCanada . Management believes that the Amendments represent a good first step in levelling the unfair trade environment and supporting the economic viability ofTidewater Renewables and the broader Canadian biofuels industry. - On
March 6, 2025 , theCanada Border Services Agency ("CBSA") formally initiated a countervailing (anti-subsidy) and anti-dumping duty investigation into imports of renewable diesel fromthe United States (the "Investigation"). The Investigation follows a complaint filed byTidewater Renewables with the CBSA at the end of 2024 (the "Complaint"). In initiating the Investigation, the CBSA confirms thatTidewater Renewables provided satisfactory evidence to support its allegations thatU.S. renewable diesel imports were subsidized and dumped, causing harm toTidewater Renewables . The Complaint targets unfairly traded imports of renewable diesel fromthe United States that significantly undermine the Canadian renewable fuels industry. Management anticipates that provisional duties will be imposed at theCanada -U.S. border byJune 2025 . Final duties, which would be in place for five years and can be renewed every five years thereafter, could be imposed bySeptember 2025 following a ruling by theCanadian International Trade Tribunal . If final duties are imposed at the levels expected by management, valued between$0.50 and$0.80 per litre of renewable diesel imported fromthe United States , management believes these duties would support long-term market stability forTidewater Renewables' renewable diesel production and its related emission credits. - On
March 26, 2025 , the Corporation successfully amended its Senior Credit Facility and second lien credit facility (the "Refinancing"). The Refinancing provides over$15.0 million of additional capacity to the Corporation's credit facilities and extends the maturity date of the second lien tranche B and tranche C facilities fromFebruary 28, 2026 , toOctober 24, 2027 . The Refinancing also waives the requirements to comply with the quarterly financial covenants untilMarch 31, 2026 , previously waived untilSeptember 30, 2025 , at which time the Corporation will be required to maintain certain financial covenants on an annualized basis.
Selected financial and operating information are outlined below and should be read in conjunction with the Corporation's audited financial consolidated financial statements and related MD&A for the fourth quarter and year ended
Financial Highlights
|
|
Three months ended |
Year ended |
|||||||
|
(in thousands of Canadian dollars except per share information) |
2024 |
2023 |
2024 |
2023 |
|||||
|
Revenue |
$ |
76,442 |
$ |
40,376 |
$ |
426,544 |
$ |
97,679 |
|
|
Net loss attributable to shareholders |
$ |
(3,385) |
$ |
(12,747) |
$ |
(357,846) |
$ |
(41,019) |
|
|
Net loss attributable to shareholders per share – basic and diluted |
$ |
(0.09) |
$ |
(0.37) |
$ |
(10.15) |
$ |
(1.18) |
|
|
Adjusted EBITDA (1) |
$ |
6,005 |
$ |
10,708 |
$ |
74,475 |
$ |
45,941 |
|
|
Net cash (used in) provided by operating activities |
$ |
(21,438) |
$ |
17,161 |
$ |
54,648 |
$ |
22,784 |
|
|
Distributable cash flow (1) |
$ |
(7,855) |
$ |
2,142 |
$ |
29,740 |
$ |
2,747 |
|
|
Distributable cash flow per share – basic (1) |
$ |
(0.22) |
$ |
0.06 |
$ |
0.84 |
$ |
0.08 |
|
|
Distributable cash flow per share – diluted (1) |
$ |
(0.22) |
$ |
0.06 |
$ |
0.82 |
$ |
0.08 |
|
|
Total common shares outstanding (000s) |
|
36,372 |
|
34,763 |
|
36,372 |
|
34,763 |
|
|
Total assets |
$ |
406,526 |
$ |
1,086,698 |
$ |
406,526 |
$ |
1,086,698 |
|
|
Net debt (1) |
$ |
195,852 |
$ |
346,644 |
$ |
195,852 |
$ |
346,644 |
|
(1) Refer to "Non-GAAP and Other Financial Measures". |
|
OUTLOOK AND CORPORATE UPDATE
Regulatory engagement and trade actions to support competitive and sustainable growth in the Canadian renewable diesel market
Regulatory engagement
The Corporation has expressed concerns regarding the unfair competitive advantage held by
Specifically, the Amendments increase the renewable fuel requirement for diesel from 4% to 8% for the 2025 compliance period, and require that renewable fuel content be produced in
Trade action
On
On
These measures are separate from the ongoing
Refinancing and extension of credit facilities
On
The Refinancing significantly enhances
Board of Directors update
On
The Corporation is excited to welcome
Additionally, on
Tidewater Midstream Transaction
As disclosed in the Corporation's MD&A for the three and nine months ended
Pursuant to the Tidewater Midstream Transaction, the Corporation sold its canola co-processing infrastructure, fluid catalytic cracking co-processing infrastructure, working interests in various other PGR units and a natural gas storage facility co-located at Tidewater
In connection with the Tidewater Midstream Transaction, on
CONFERENCE CALL
In conjunction with the earnings release, investors will have the opportunity to listen to
To join the conference call without operator assistance, please register here approximately 5 minutes in advance to receive an automated call-back when the session begins.
Alternatively, you can dial 888-510-2154 (toll-free in
For those accessing the call via Cision's investor website, we suggest logging in at least 15 minutes prior to the start of the live event. For those dialing in, participants should ask to be joined into the
A live audio webcast of the conference call will be available here, and archived for 90 days.
ABOUT
NON-GAAP AND OTHER FINANCIAL MEASURES
Throughout this press release and in other materials disclosed by the Corporation,
Non-GAAP Financial Measures
The non-GAAP financial measures used by the Corporation are Adjusted EBITDA and distributable cash flow.
Adjusted EBITDA
Adjusted EBITDA is calculated as income (or loss) before finance costs, taxes, depreciation, share-based compensation, unrealized gains and losses on derivative contracts, transaction costs, and other items considered non-recurring in nature, plus the Corporation's proportionate share of Adjusted EBITDA in its equity investment.
Adjusted EBITDA is used by management to set objectives, make operating and capital investment decisions, monitor debt covenants and assess performance.
The following table reconciles net loss, the nearest GAAP measure, to Adjusted EBITDA:
|
Three months ended |
Year ended |
|||||||
(in thousands of Canadian dollars) |
2024 |
2023 |
2024 |
2023 |
|||||
Net loss |
$ |
(3,385) |
$ |
(12,747) |
$ |
(357,846) |
$ |
(41,019) |
|
Deferred income tax recovery |
|
(714) |
|
(12,782) |
|
(115,618) |
|
(22,834) |
|
Depreciation |
|
6,943 |
|
9,454 |
|
31,451 |
|
25,587 |
|
Finance costs and other |
|
9,248 |
|
4,440 |
|
42,386 |
|
21,009 |
|
Share-based compensation |
|
(462) |
|
903 |
|
(181) |
|
4,811 |
|
Unrealized (gain) loss on derivative contracts |
|
(3,105) |
|
12,952 |
|
(16,690) |
|
53,350 |
|
Gain on warrant liability revaluation |
|
(247) |
|
(1,090) |
|
(2,962) |
|
(9,250) |
|
Transaction costs |
|
595 |
|
- |
|
2,132 |
|
111 |
|
Non-recurring transactions |
|
8 |
|
3,428 |
|
3,000 |
|
7,971 |
|
(Gain) loss on sale of assets |
|
(1,981) |
|
- |
|
489,047 |
|
- |
|
Impairment expense |
|
- |
|
- |
|
801 |
|
- |
|
Adjustment to share of (profit) loss from equity accounted investments |
|
(895) |
|
6,150 |
|
(1,045) |
|
6,205 |
|
Adjusted EBITDA |
$ |
6,005 |
$ |
10,708 |
$ |
74,475 |
$ |
45,941 |
|
Distributable Cash Flow
Distributable cash flow is calculated as net cash provided by (used in) operating activities before changes in non-cash working capital plus transaction costs, non-recurring expenses, and after any expenditures that use cash from operations. Changes in non-cash working capital are excluded from the determination of distributable cash flow because they are primarily the result of seasonal fluctuations or other temporary changes, and are generally funded with short-term debt or cash flows from operating activities. Maintenance capital expenditures, including turnarounds, are deducted from distributable cash flow as they are ongoing recurring expenditures which are funded from operating cash flows. Transaction costs are added back as they vary significantly quarter to quarter based on the Corporation's acquisition and disposition activity. Distributable cash flow also excludes non-recurring transactions that do not reflect
Management believes distributable cash flow is a useful metric for investors when assessing the amount of cash flow generated from the Corporation's normal operations. These cash flows are relevant to the Corporation's ability to internally fund growth projects, alter its capital structure, or distribute returns to shareholders.
The following table reconciles net cash provided by (used in) operating activities, the nearest GAAP measure, to distributable cash flow:
|
Three months ended |
Year ended |
||||||
(in thousands of Canadian dollars) |
2024 |
2023 |
2024 |
2023 |
||||
Net cash (used in) provided by operating activities |
$ |
(21,438) |
$ |
17,161 |
$ |
54,648 |
$ |
22,784 |
Add (deduct): |
|
|
|
|
|
|
|
|
Changes in non-cash working capital |
|
21,237 |
|
(12,992) |
|
8,240 |
|
7,834 |
Transaction costs |
|
595 |
|
- |
|
2,132 |
|
111 |
Non-recurring transactions |
|
8 |
|
3,428 |
|
3,000 |
|
7,971 |
Interest and financing charges |
|
(5,320) |
|
(3,447) |
|
(27,842) |
|
(13,931) |
Payment of lease liabilities |
|
(1,780) |
|
(1,757) |
|
(7,030) |
|
(6,710) |
Maintenance capital |
|
(1,157) |
|
(251) |
|
(3,408) |
|
(15,312) |
Distributable cash flow |
$ |
(7,855) |
$ |
2,142 |
$ |
29,740 |
$ |
2,747 |
Non-GAAP Financial Ratios
Distributable cash flow per common share (basic and diluted)
Distributable cash flow per common share is calculated as distributable cash flow, a non-GAAP financial measure, over the weighted average number of common shares outstanding for the period.
Management believes that distributable cash flow per common share provides investors an indicator of funds generated from the business that could be allocated to each shareholder's equity position.
|
Three months ended |
Year ended |
||||||
(in thousands of Canadian dollars except per share information) |
2024 |
2023 |
2024 |
2023 |
||||
Distributable cash flow |
$ |
(7,855) |
$ |
2,142 |
$ |
29,740 |
$ |
2,747 |
Weighted average shares outstanding – basic |
|
36,350 |
|
34,754 |
|
35,273 |
|
34,731 |
Weighted average shares outstanding – diluted |
|
36,350 |
|
34,754 |
|
36,306 |
|
34,731 |
Distributable cash flow per share – basic |
$ |
(0.22) |
$ |
0.06 |
$ |
0.84 |
$ |
0.08 |
Distributable cash flow per share – diluted |
$ |
(0.22) |
$ |
0.06 |
$ |
0.82 |
$ |
0.08 |
Capital Management Measures
Net Debt
Net debt is used by the Corporation to monitor its capital structure and financing requirements. It is also used as a measure of the Corporation's overall financial strength. Net debt is defined as senior credit facility and second lien credit facility, less cash.
The following table reconciles net debt:
(in thousands of Canadian dollars) |
|
|
|
|
Senior Credit Facility |
$ |
20,896 |
$ |
171,749 |
Senior Lien Credit Facility |
|
175,000 |
|
175,000 |
Cash |
|
(44) |
|
(105) |
Net debt |
$ |
195,852 |
$ |
346,644 |
Supplementary Financial Measures
Growth Capital
Growth capital expenditures are defined as expenditures which are recoverable, incrementally increase cash flow or the earning potential of assets, expand the capacity of current operations, or significantly extend the life of existing assets. This measure can be used by investors to assess the Corporation's discretionary capital spending.
Maintenance capital expenditures are generally defined as expenditures that support and/or maintain the current capacity, cash flow or earning potential of existing assets without the characteristic benefits associated with growth capital expenditures. These expenditures include major inspections and overhaul costs that are required on a periodic basis. This measure can be used by investors to assess the Corporation's non-discretionary capital spending.
Forward-Looking Information
Certain statements contained in this press release constitute forward-looking statements and forward-looking information (collectively referred to herein as, "forward-looking statements") within the meaning of applicable Canadian securities laws. Such forward-looking statements relate to future events, conditions or future financial performance of
In particular, this press release contains forward-looking statements pertaining to, but not limited to, the following:
- the Corporation's ability to become a leading renewable fuel producer;
- the Corporation's ability to leverage directors' expertise to enhance the strategic direction and support the continued growth of the Corporation;
- the development of the SAF project, including the timing of a final investment decision with respect thereto;
- the receipt of the balance of the total proceeds from the sale of the Corporation's interest in RNG LP;
- the expected effect of the Amendments on the emissions credit markets and the broader Canadian biofuels industry;
- expectations regarding the timing and effect of the Investigation, including the imposition of duties on
U.S. renewable diesel imports; - ongoing discussion with the Governments of
Canada andBritish Columbia regarding emissions credit markets and the regulation of the renewable fuels industry more generally; - the Corporation's pursuit of competitive fairness in the renewable diesel industry;
- expectations that the any duties imposed as a result of the Investigation would be in addition to any existing tariffs imposed by
Canada in response toU.S. trade actions; - the Corporation's exploration of strategic options if the condition of the emissions credit market does not improve;
- the Corporation's ability to continue as a going concern; and
- the sale of BC LCFS Credits to Tidewater Midstream pursuant to the BC LCFS Credit Purchase Agreement.
Although the forward-looking statements contained in this press release are based upon assumptions which management of the Corporation believes to be reasonable, the Corporation cannot assure investors that actual results will be consistent with these forward-looking statements. With respect to forward-looking statements contained in this press release, the Corporation has made assumptions regarding, but not limited to:
- Tidewater Renewables' ability to execute on its business plan;
- the timely receipt of all third party, governmental and regulatory approvals and consents sought by the Corporation;
- general economic and industry trends;
- operating assumptions relating to the Corporation's projects;
- expectations around level of output from the Corporation's projects, including assumptions relating to feedstock supply levels;
- the ownership and operation of Tidewater Renewables' business;
- regulatory risks;
- the expansion of production of renewable fuels by competitors;
- future commodity and renewable energy prices;
- sustained or growing demand for renewable fuels;
- the ability for the Corporation to successfully turn a wide variety of renewable feedstocks into low carbon fuels;
- changes in the credit-worthiness of counterparties;
- the Corporation's future debt levels, financial stability, future debt reduction initiatives, and its ability to repay its debt when due;
- the Corporation's ability to continue to satisfy the terms and conditions of its credit facilities;
- the continued availability of the Corporation's credit facilities;
- the Corporation's belief that the Refinancing underscores the lenders' belief in its future prospects and its ability to execute on its strategic vision;
- the Corporation's ability to obtain additional debt and/or equity financing on satisfactory terms;
- the Corporation's ability to manage liquidity by working with its current capital providers and other sources and through the sale of emissions credits;
- the market, demand and pricing for emissions credits; foreign currency, exchange, inflation and interest rate risks;
- and the other assumptions set forth in the Corporation's most recent annual information form available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.
The Corporation's actual results could differ materially from those anticipated in the forward-looking statements, as a result of numerous known and unknown risks and uncertainties and other factors including, but not limited to:
- changes in supply and demand for, and the pricing of low carbon products and emissions credits;
- general economic, political, market and business conditions, including fluctuations in interest rates, foreign exchange rates, supply chain pressures, inflation, stock market volatility and supply/demand trends;
- risks and liabilities inherent in the operations related to renewable energy production and storage infrastructure assets, including the lack of operating history and risks associated with forecasting future performance;
- competition for, among other things, third-party capital, acquisition opportunities, requests for proposals, materials, equipment, labour and skilled personnel;
- risks related to the environment and changing environmental laws in relation to the operations conducted with the Corporation's capital projects; and
- the other risks set forth in the Corporation's most recent annual information form available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.
The foregoing lists are not exhaustive. Additional information on these and other factors which could affect the Corporation's operations or financial results are set forth in the Corporation's most recent annual information form, its MD&A and in other documents on file with the
Management of the Corporation has included the above summary of assumptions and risks related to forward-looking statements provided in this press release in order to provide holders of common shares in the capital of the Corporation with a more complete perspective on the Corporation's current and future operations and such information may not be appropriate for other purposes. The Corporation's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, what benefits the Corporation will derive from them. Readers are therefore cautioned that the foregoing list of important factors is not exhaustive, and they should not unduly rely on the forward-looking statements included in this press release.
SOURCE