Tidewater Renewables Ltd. ($LCFS)

Good afternoon, ladies and gentlemen, and welcome to the Tidewater Fourth Quarter 2025 Results Call. [Operator Instructions] This call is being recorded on March 26, 2026. I would now like to turn the conference over to Ian Quartly. Please go ahead.

Thanks, Vincent, and welcome, everyone, to the joint conference call for the fourth quarter 2025 results of both Tidewater Midstream Infrastructure Limited and Tidewater Renewables Limited. Joining me today is our CEO, Jeremy Baines, who will provide an update on operations during the quarter. I will follow with the financial results and 2026 guidance, and then we'll open the line for your questions. This morning, both Tidewater Midstream and Tidewater Renewables reported results for the fourth quarter ended December 31, 2025. A copy of the news releases, financial statements, MD&As and annual information forms may be accessed on SEDAR+ or on the respective company's website. Before we get started, I'd like to note that today's call is being recorded for the benefit of individual shareholders, the media and other interested parties who may want to review the call at a later time. The recorded call will be available through sessions. Some of the comments made today may be forward-looking in nature and are based on Tidewater's current expectations, judgments and projections. Forward-looking statements we express today are subject to risks and uncertainties, which can cause actual results to differ from expectations. Further, some of the information provided refers to non-GAAP measures. To know more about these forward-looking statements, GAAP measures and risk factors, please see the various companies' financial reports, which are available on the company's website and on SEDAR+. I'll now turn the call over to Jeremy.

Thank you, Ian, and thanks to everyone for joining us today. I'll begin with Tidewater Renewables, followed by Tidewater Midstream, covering regulatory and strategic developments, operational performance and commercial updates. Starting with regulatory developments on September 5, 2025, the Government of Canada announced a $370 million biofuels production incentive program to address the economic challenges caused by U.S. subsidies and policies. The details of the incentive program were communicated to eligible program recipients, which includes Tidewater Renewables in December of 2025. The program will provide nonrepayable cash support from January 2026 to December 2027 at an incentive rate of $0.16 per liter for the first 170 million liters produced annually. With the HDRD complex expected to produce between 150 million and 170 million liters annually during this period, Tidewater Renewables is ideally positioned to receive between $24 million and $27 million in both 2026 and 2027. In addition, the government of Canada also announced its intention to make targeted amendments to the clean fuel regulations to further support Canada's biofuel sector. There are 2 amendments currently being evaluated. The first is a minimum renewable domestic content approach, similar to the policy implemented by the government of British Columbia in early 2025. The second is a credit multiplier approach, whereby domestically produced low-carbon fuels would receive a higher ratio of CFR emission credits than imported fuels. Tidewater supports both proposed amendments and is well positioned to benefit from either or a combination of both if implemented. Moving to operations at the HDRD complex. The planned turnaround and subsequent equipment failure reduced throughput to 48% of design capacity for the fourth quarter of 2025. As previously communicated, the equipment repair was successfully completed on December 12, 2025, and utilization has been near nameplate capacity during the first few months of 2026. Now let's move over to Tidewater Midstream, starting with regulatory and strategic developments. During the fourth quarter, Tidewater Midstream executed 2 initiative agreements with the government of British Columbia to provide BC LCFS credits to support the production of low-carbon renewable diesel and renewable gasoline from the hydrotreater and FCC co-processing units at the Prince George refinery. The BC LCFS credits awarded under the initiative agreements are expected to fund a significant portion of the cost of the renewable feedstocks required to operate the coprocessing units for the next 2 years at rates up to 300 barrels per day for each of the units. In addition, the sale of co-processed low-carbon transportation fuels into the British Columbia market will generate CFR emission credits and additional BC LCFS credits for Tidewater Midstream. On the strategic front, Tidewater took over full operational control of the acquired Western Pipeline system during the fourth quarter of 2025. Our team has done an excellent job integrating the pipeline into our existing operational systems and processes, and we expect to fully realize the operational synergies and $10 million to $15 million of annual cost savings we announced previously. In January of 2026, Tidewater announced that it had entered into long-term agreements for gas handling and NGL supply at the Brazeau River complex. Under these agreements, Tidewater will process up to 75 million cubic feet per day of natural gas at the BRC from dedicated producer facilities and will receive the marketing rights to the ethane, propane and butane for initial terms of approximately 5 years. These are important agreements for Tidewater as they provide significant gas volume to the BRC facility from dedicated producer facilities on a long-term basis. We also continue to advance our noncore asset sales program. On October 21, the Silver Lake gas processing facility was sold for cash proceeds of $5.5 million. In December 2025, we received the final $1.5 million of cash proceeds from the sale of the BRC Roads. And in February 2026, Tidewater Renewables received $2.1 million of final proceeds from the sale of the renewable natural gas partnership. We continue to work on further divestiture opportunities, including growing market interest in repurposing energy sites for data center developments. We look forward to updating the market as discussions progress. Next, let's turn to operations at the Prince George Refinery. Throughput at the PGR averaged 10,809 barrels per day in the fourth quarter of 2025, a 5% increase from the third quarter of 2025. The semiannual heat exchanger cleaning was completed in October and throughput levels averaged approximately 11,900 barrels per day during November and December 2025. Refined product margins improved during the fourth quarter as the Prince George crack spread averaged $94 per barrel compared to $90 per barrel during the third quarter of 2025. During the start of 2026, the market conditions for refined products have significantly improved. The Prince George crack spread averaged $94 per barrel in January and $98 per barrel in February. During March, the crack spread widened further as a result of the ongoing conflict in Iran and has averaged $113 per barrel in March month to date. As Ian will expand on later, throughout March, we have layered on 2-1-1 crack spread hedges for approximately 50% of forecasted production from April to December 2026 in order to capture the current market strength in the crack spreads. Now I'll move to our broader midstream operations. At the BRC gas processing facility, throughput averaged 102 million cubic feet per day in the fourth quarter compared to 124 million cubic feet per day in the third quarter of 2025. The decrease was largely due to lower straddle volumes. The Ram River gas plant remains temporarily curtailed while sulfur handling operations continue to operate. The current market prices for both natural gas and sulfur are at levels that we believe are highly economic for sour gas producers, and our intent is to restart the gas plant when production in the area resumes. Looking ahead, we remain focused on driving operational excellence, enhancing margins and executing strategic initiatives, including maximizing efficiency at the PGR and HDRD complex, strengthening commercial platforms and offtakes, advancing our SAF project, while managing capital prudently, progressing noncore asset sales to unlock liquidity, and we will continue to advocate for a fair regulatory environment. We believe these building blocks position us for both revenue growth and margin expansion during 2026. With that, I'll now turn to Ian for the financial review.

Thanks, Jeremy. During the fourth quarter of 2025, Tidewater Renewables reported a net loss of $13.8 million compared to a net loss of $3.4 million for the fourth quarter of 2024. Adjusted EBITDA was negative $3.8 million for the fourth quarter of 2025 compared to $6.1 million in the fourth quarter of 2024. Both the net income and adjusted EBITDA were impacted by the extended turnaround and subsequent equipment repair, which resulted in lower sales volumes during the fourth quarter. In addition, there were lower contributions from the equity investment. Turning to Tidewater Midstream. The fourth quarter consolidated net loss attributable to shareholders was $30 million compared to a consolidated net loss attributable to shareholders of $3.3 million for the fourth quarter of 2024. The larger net loss in the fourth quarter of 2025 was primarily due to the Tidewater Renewables extended turnaround previously mentioned and the absence of an impairment reversal in the current quarter. This was offset in part by favorable changes in the fair value of derivative contracts and lower interest rates. Consolidated adjusted EBITDA was $3 million for the fourth quarter of 2025 compared to $20 million in the same period of 2024. The decrease was primarily due to lower gross margins in the current period and lower contributions from the equity investment, partially offset by lower losses on realized derivative contracts. As part of the year-end release, we have announced 2026 financial guidance. Tidewater's consolidated 2026 adjusted EBITDA is expected to range between $150 million and $170 million. Consolidated capital expenditures, which includes both growth and maintenance capital, net of capitalized BC LCFS credits received under the SAF initiative agreement is expected to range between $20 million and $25 million. Tidewater Renewables expects to deliver annual adjusted EBITDA of between $80 million to $90 million and incur capital expenditures of between $2 million to $3 million. HDRD complex is expected to benefit from stronger utilization and market prices and is on track to produce between 150 million and 170 million liters of renewable diesel in 2026 that is expected to qualify for the $0.16 per liter Canadian biofuels production incentive. The Prince George refinery is also set to benefit from strong utilization as well as operational efficiencies and cost reductions from the acquired Western Pipeline. The restart of the co-processing units are also expected to provide a favorable benefit by reduced compliance costs, while the previously announced initiative agreements will assist Tidewater Midstream in funding feedstock procurement. The BRC is expected to benefit from the commencement of recently executed agreements from gas handling and NGL supply and fractionation. The 2026 financial guidance does not include any EBITDA that will be generated from the resumption of gas processing at Ram. The favorable movements in North American crack spreads, refined product prices and emission credit prices to start 2026 are expected to provide an additional windfall to the financial results of the Prince George refinery and the HDRD complex. In an effort to protect cash flow and manage commodity price risk, Tidewater started to hedge in early March and continue to layer on additional positions throughout the month. Currently, Tidewater Midstream is hedged on approximately 50% of its crack spread exposure for the balance of 2026 and Tidewater Renewables is hedged on approximately 50% of the HDRD complex's revenue and feedstock purchases for the balance of '26. $150 million to $170 million of consolidated adjusted EBITDA guidance range is approximately a 400% increase from 2025's actual consolidated adjusted EBITDA. With a disciplined capital program of between $20 million and $25 million for 2026, the resulting cash flow is expected to be primarily directed towards debt reduction. Finally, on March 23, 2026, we took another significant step towards strengthening Tidewater Midstream's financial position by amending the senior credit facility. The maturity date of the $50 million operating facility and the $125 million syndicated facility were both extended from September 26 to August 2027. The Q1 2026 financial covenant ratios were amended to provide an extra turn on the senior debt to adjusted EBITDA ratio and an extra half turn on both the debt to adjusted EBITDA ratio and the adjusted EBITDA to interest coverage ratio. And the financial covenants for the first, second and third quarters of 2026 will be calculated on an annualized basis instead of a trailing 12-month basis to reflect the significant step change in the financial results of Tidewater Midstream in 2026. That concludes our prepared remarks. Vincent, please open the line for questions.

[Operator Instructions] Your first question comes from Rob Hope with Scotiabank.

Maybe the first one is on the non-core sale. Can you give us an update on kind of what stage those discussions are at and whether or not you have a longer-term target of how much incremental asset sales you'd like to get done?

Yes. Thanks, Rob, for the question. So last year, we gave some guidance of what we were targeting for our noncore asset sales. We continue to be on track to hit that number. Timing is taking a little bit longer than we would like, but these are complex bespoke type discussions around the asset sales. We are in deep discussions around a very significant asset and have 3 nonbinding LOIs, and we're working to turn it into one binding LOI. And we expect we'll be able to announce something this year, hopefully in the first half of the year on that. And we have another asset that we are in a similar point of negotiations with a third party that we're working to move to binding. And hopefully, we'll be able to put something out early in second quarter on that one as well. So we continue to be on track. Timing just due to complexity of some of these assets is taking us a little longer, but we expect to be able to deliver on the number we put out last year.

Good to hear. Okay. And then I appreciate the EBITDA and CapEx guidance. As we look through our model and try to get to kind of a net debt number at the end of the year, assuming no asset sales, are there any large changes in nonrecurring expenses or working capital changes that we should watch out for? Really, we're just trying to get a better sense of where you think you'll be exiting the year on a net debt-to-EBITDA basis.

Yes, Rob, there's nothing unusual from a nonrecurring or working capital.

Your next question comes from the line of Maurice Choy with RBC Capital Markets.

Maybe I'll just pick up on the last question just now and if you could give us an idea as to what your net debt-to-EBITDA numbers were for both companies annualized basis as of the end of the year and take one step further, could you just paint a picture for us what this trajectory looks like and whether that would be through the rest of this year or even into next year? Obviously, a lot of cash flows are being directed towards repaying debt. So just if you could help us with that, that would be great.

Yes. Let me start and Ian will jump in. We've put out a number for guidance that we feel is extremely achievable. We have locked in the revenue sides at both companies, half of them to ensure we have some support on those numbers. We have not included in those numbers, like Ian said, a restart of Ram, which could be extremely helpful to that. And our methodology on our guidance is we have gone and used a mid-cycle crack spread, which is below where the current strip is today. So we think it's very achievable and maybe probably cautious guidance. It's been very unpredictable over the last 4 weeks of where the forward market is for some of our products. But if you take our guidance and you take off our capital and you take off our interest expense, all of that will go to debt. So it's a fairly a meaningful number. And then on top of that, we do expect to progress our noncore asset sales, and there will be additional debt reduction related to that. So if you take all of that together, you can come up with your estimate of what that net debt to EBITDA looks like. We feel very grounded in our guidance with -- we do see upside to it on that front.

And maybe as a quick follow-up. And philosophically, when you think about your capital program opportunities to improve your portfolio, do you see balance sheet as being a limiter for you, presumably yes for 2026, but at what point do you think of that as being "unleashed" and you're able to grow extensively?

I think the reality is with the 2026 cash flow that we're generating from the business on a consolidated basis, it's going to have meaningful leverage reduction when you include asset sales. So I don't feel that we -- in the short term, we might be somewhat constrained. But when you go beyond that, we have the ability to do a lot of things at the business. We should be fairly comfortable on our debt-to-EBITDA ratios over that period. And we have supportive shareholders. We're starting to get some reasonable support in equity markets through our share price. So yes, very short-term constrained, but I don't see us being constrained for a very long. We do recognize we need to pay some debt down. We've always said that from the first day I've been here, and we continue to make good progress on that front.

Understood. And if I could finish off with just a broad discussion about your hedging policy. Obviously, you're 50% hedged from April to December. And Ian, I think you mentioned that you're progressively placing more hedges. Just could you give us an idea as to how you guys tend to approach this? Heading into any particular year, what tends to be the level of hedges that you place? Do you see this as being -- this particular year as being special that this doesn't change how you approach it? Or do you think that you would like to be more hedged heading into and particularly moving forward?

Yes. So over the last couple of years, since new management took over, we've been very careful around ensuring hedging is done in an appropriate manner and is done with the appropriate focus on reducing risk. And we felt that given our desire to ensure that we meet our leverage reduction goals that given the, I guess, market circumstances that had presented themselves, we thought it was important to put some underpinning under the cash flows. There was extensive discussion with the Board of Directors around this, which is ongoing. And we felt it was appropriate to get this level in. Obviously, we're 50% right now, markets are fairly favorable. We are looking at trying to go a little bit longer and just continue to put some underpinnings under the cash flow, but the curve is somewhat backwardated. And like we will continue to look opportunistically around this. But I think once we get our leverage in line, we will -- this is a fairly special type of program that we've done just to make sure we'd hit our debt reduction goals here in the short term.

Congrats, Ian, on your permanent appointment at the Midstream level.

Thanks, Maurice.

[Operator Instructions] There are no further questions at this time. Please go ahead.

Thanks, everyone, for joining the call today. The team is available to address any outstanding items with our contact information at the bottom of each company's press release.

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.