TWM Tidewater Midstream and Infrastructure Ltd

(TSX:TWM)

CALGARY, AB, Aug. 10, 2023 /CNW/ - Tidewater Midstream and Infrastructure Ltd. ("Tidewater" or the "Corporation") (TSX: TWM) has filed its interim consolidated financial statements and Management's Discussion and Analysis ("MD&A") for the period ended June 30, 2023.

SECOND-QUARTER 2023 HIGHLIGHTS

• Tidewater executed its once in four year scheduled Prince George Refinery ("PGR") turnaround during the second quarter. With the PGR being offline for six-weeks, midstream operations generated approximately 90% of the quarter's gross margin.  Second quarter 2023 consolidated adjusted EBITDA⁽¹⁾ was $44.0 million with a net loss attributable to shareholders of $6.4 million for the quarter. 
• Strong financial performance from Tidewater's natural gas storage assets, coupled with consistent returns from the Pipestone natural gas plant ("Pipestone") helped offset the impacts that the Alberta wildfires had on Tidewater's Deep Basin assets, with second quarter deconsolidated adjusted EBITDA⁽¹⁾⁽²⁾ of $35.9 million and a deconsolidated net loss attributable to shareholders of $11.0 million. Despite the PGR turnaround and wildfire impacts during the second quarter, deconsolidated adjusted EBITDA was consistent with the first quarter of 2023.
• Tidewater safely completed its turnaround at PGR during the second quarter of 2023, which was completed on budget and within expected timelines. Refinery throughput returned to nameplate levels in June 2023.
• Following wildfire related outages during the quarter, Deep Basin operations resumed in June 2023 and Tidewater has maintained its deconsolidated maintenance capital guidance for 2023. The Corporation is working with insurance providers on outstanding claims.
• Tidewater Renewables Ltd.'s ("Tidewater Renewables") Hydrogen Derived Renewable Diesel Complex ("HDRD Complex") continues its commissioning process with the pre-treatment facility now ready for operations and initial renewable hydrogen expected imminently.  Facility start-up is expected in August with commercial operations to subsequently follow.  

"Tidewater's second quarter presented an abundance of challenges to our management team.  Our first major turnaround at PGR impacted our Q2 financial results, as anticipated, but came in safely, on time and slightly under budget which is a true credit to our team, especially considering it occurred during peak construction on the HDRD Complex at the same site. The wildfires shut down our Brazeau facility during the quarter but fortunately our Emergency Response Team ensured the safety of our staff and our operations crews were able to get the facility back into service by the end of the quarter. I'd like to thank our staff for remaining focused on our core businesses during this time and maintaining the steady performance of our midstream assets as well as successfully capitalizing on natural gas price volatility with our storage assets.  Having navigated through the first half of 2023, we are excited to have all of our assets back up to full operations and we expect to be able to drive significant shareholder value in the back half of the year from both the commercialization of the HDRD Complex and the conclusion of our asset review." stated Interim CEO Rob Colcleugh.

CONSOLIDATED AND DECONSOLIDATED FINANCIAL HIGHLIGHTS

DOWNSTREAM

Total second quarter throughput at PGR averaged approximately 4,363 bbl/day, which is lower than historical averages due to the planned turnaround during the quarter. This capital investment in Tidewater's core downstream asset will support PGR's ability to maintain throughput at or near its nameplate capacity for the next four years.

PGR Historical Performance:

Financial results at the PGR were impacted by reduced throughput at the refinery due to the planned turnaround during the quarter. The turnaround was timed to coincide with spring breakup, a lower demand period for diesel. Lower diesel rack pricing contributed to a 6% decrease in the Prince George crack spread from the first quarter of 2023, which averaged $85/bbl during the second quarter. The onset of summer driving season towards the end of the second quarter led to increasing gasoline demand following turnaround activities.

MIDSTREAM

During the second quarter of 2023, total natural gas throughput volumes at the Corporation's midstream facilities were approximately 321 MMcf/day, a decrease of 18% over the previous quarter as a result of wildfires in the Deep Basin area. Second quarter 2023 midstream gross margin of $29.5 million represents approximately 90% of Tidewater's total gross margin for the quarter.

Midstream Gas Plant Inlet Volumes:

Pipestone Natural Gas Plant

Despite consistent Pipestone plant availability during the second quarter, Pipestone's average daily throughput was impacted by scheduled maintenance and cautionary measures during extreme early summer heat.

Brazeau River Complex and Fractionation Facility

During the second quarter the Brazeau River Complex ("BRC") facility underwent an emergency shut down due to a mandatory evacuation measure announced by local authorities due to local wildfires. Wildfire threat, lost power supply and the evacuation measure impacted both second quarter processing and fractionation results.  Second quarter BRC throughput averaged 98 MMcf/day during the second quarter of 2023. Second quarter BRC fractionation average utilization was 63%. Tidewater expects the financial impact of the wildfires to be substantially covered by insurance proceeds.

The BRC remains one of Tidewater's core assets, with the fractionation facility serving as a key asset for Tidewater's natural gas liquids marketing business. The facility is well positioned in the Deep Basin by offering producers multiple natural gas liquids egress options through its fractionation facility, truck loading and offloading facilities, natural gas liquids pipeline connections, along with two natural gas egress connections.   

Ram River Gas Plant

The Ram River natural gas processing facility averaged throughput of 110 MMcf/day during the second quarter of 2023, which represents a 41% increase over the second quarter of 2022. Tidewater is actively working with local third parties to increase throughput volumes, enhance overall regional processing efficiencies and maximize contracted revenues with the plant's sulphur handling infrastructure.

CAPITAL PROGRAM

Tidewater's 2023 disciplined approach to growth has resulted in a primary focus on Tidewater Renewable's HDRD Complex. Tidewater's 2023 growth capital includes minor spending on heat exchangers, catalyst upgrades and tank upgrades at the PGR and increased natural gas liquids storage capacity at the BRC.

Tidewater's 2023 maintenance capital program is weighted to the first half of 2023, with consolidated maintenance capital incurred to date totalling $41.8 million during the quarter and $55.8 for the six months ended June 30, 2023. The majority of these costs relate to the PGR turnaround, which was completed on budget and within scheduled timelines.

OUTLOOK

Tidewater's core midstream and downstream facilities resumed operations in June 2023 to coincide with increased refined product demand during the summer driving season. With the PGR resuming normal operations, the Corporation's 2023 consolidated adjusted EBITDA is expected to range from $190 - $210 million. The Corporation expects to refine its consolidated adjusted EBITDA outlook, following commencement of commercial operations at Tidewater Renewable's HDRD Complex.

The majority of Tidewater's 2023 maintenance capital program was completed during the first half of the year and focused primarily on the PGR turnaround. Wildfire activity during the quarter resulted in unbudgeted maintenance expenditures. Tidewater now expects full year 2023 maintenance capital to be at the higher end of the previously announced annual deconsolidated maintenance capital guidance of $55 million to $65 million.

Tidewater Renewables is expected to begin producing renewable diesel in August 2023, with commercial operations ramping up in the third quarter of 2023. The facility is expected to be one of the largest generators of credits under the British Columbia's Low Carbon Fuel Standard and the Canadian Clean Fuel Regulations. Net project costs are expected to be in line with Tidewater Renewable's previous guidance and the project's economics remain attractive.

The Corporation continues to make progress on partnerships, joint venture and other financing alternatives to support its Pipestone expansion ("Pipestone Phase 2"). Pipestone Phase 2 would add 100 MMcf/day of sour natural gas processing to the facility, enlarging the Corporation's footprint in the liquids rich Montney region with its existing capacity and natural gas storage assets.

SECOND QUARTER 2023 EARNINGS CALL

In conjunction with the earnings release, Tidewater's executive will hold a call to review its second quarter 2023 results via conference call on Thursday August 10, 2023 at 11:00 am MDT (1:00 pm EDT).

To access the conference call by telephone, dial 416-764-8659 (local / international participant dial in) or 1-888-664-6392 (North American toll free participant dial in). A question and answer session for analysts will follow management's presentation.

A live audio webcast of the conference call will be available by following this link: https://app.webinar.net/kLKWR9QRZrg and will also be archived there for 90 days.

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 Tidewater Midstream and Infrastructure Ltd. earnings call.

ABOUT TIDEWATER MIDSTREAM

Tidewater is traded on the TSX under the symbol "TWM". Tidewater's business objective is to build a diversified midstream and infrastructure company in the North American natural gas, natural gas liquids, crude oil, refined product and renewable energy value chain. Its strategy is to profitably grow and create shareholder value Through the acquisition and development of conventional and renewable energy infrastructure.

To achieve its business objective, Tidewater is focused on providing customers with a full service, vertically integrated value chain through the acquisition and development of energy infrastructure, including downstream facilities, natural gas processing facilities, natural gas liquids infrastructure, pipelines, railcars, export terminals, storage, and various renewable initiatives. To complement its infrastructure asset base, the Corporation also markets crude, refined product, natural gas, natural gas liquids and renewable products and services to customers across North America.

Tidewater is a majority shareholder in Tidewater Renewables, a multi-faceted, energy transition company focusing on the production of low carbon fuels. Tidewater Renewables' common shares are publicly traded on the TSX under the symbol "LCFS".

NON-GAAP MEASURES

Throughout this press release and in other materials disclosed by the Corporation, Tidewater uses a number of non-GAAP financial measures, non-GAAP financial ratios and capital management measures when assessing its results and measuring overall performance. The intent of these non-GAAP measures and ratios is to provide additional useful information to investors and analysts. These non-GAAP financial measures do not have a standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other entities. As such, these non-GAAP measures should not be considered in isolation or used as a substitute for measures of performance prepared in accordance with GAAP. Except as otherwise indicated, these financial measures will be calculated and disclosed on a consistent basis from period to period. Specific adjusting items may only be relevant in certain periods. For more information with respect to financial measures which have not been defined by GAAP, see the "Non-GAAP Measures" section of Tidewater's most recent MD&A which is available on SEDAR at www.sedarplus.ca.

Non-GAAP Measures

The non-GAAP financial measures used by the Corporation are adjusted EBITDA and distributable cash flow

Consolidated and deconsolidated adjusted EBITDA

Consolidated adjusted EBITDA is calculated as (loss) income before finance costs, taxes, depreciation, share-based compensation, unrealized gains and losses on derivative contracts, transaction costs, gains and losses on the sale of assets, and other items considered non-recurring in nature plus the Corporation's proportionate share of EBITDA in its equity investments. Deconsolidated adjusted EBITDA is calculated as consolidated adjusted EBITDA less the portion of consolidated adjusted EBITDA attributable to Tidewater Renewables.

In accordance with IFRS, Tidewater's jointly controlled investments are accounted for using equity accounting. Under equity accounting, net earnings from investments in equity accounted investees are recognized in a single line item in the consolidated statement of net (loss) income and comprehensive (loss) income. The adjustments made to net income, as described above, are also made to share of profit from investments in equity accounted investees.

Consolidated adjusted EBITDA is used by management to set objectives, make operating and capital investment decisions, monitor debt covenants and assess performance. In addition to its use by management, Tidewater also believes consolidated adjusted EBITDA is a measure widely used by securities analysts, investors, lending institutions, and others to evaluate the financial performance of the Corporation and other companies in the midstream industry. The Corporation issues guidance on this key measure. As a result, consolidated adjusted EBITDA is presented as a relevant measure in the MD&A to assist analysts and readers in assessing the performance of the Corporation as seen from management's perspective. In addition to reviewing consolidated adjusted EBITDA, management reviews deconsolidated adjusted EBITDA to highlight the Corporation's performance, excluding the portion of consolidated adjusted EBITDA attributable to Tidewater Renewables. Investors should be cautioned that consolidated adjusted EBITDA and deconsolidated adjusted EBITDA should not be construed as alternatives to net (loss) income, net cash provided by operating activities or other measures of financial results determined in accordance with GAAP as an indicator of the Corporation's performance and may not be comparable to companies with similar calculations.

The following table reconciles net (loss) income, the nearest GAAP measure, to adjusted EBITDA:

Supplementary Financial Measures 

"Growth capital" expenditures are generally defined as expenditures which are recoverable or incrementally increase cash flow or earnings potential of assets, expand the capacity of current operations or significantly extend the life of existing assets. This measure is used by the investment community to assess the extent of discretionary capital spending.

"Maintenance capital" expenditures are generally defined as expenditures which support and/or maintain the current capacity, cash flow or earnings potential of existing assets without the associated benefits characteristic of growth capital expenditures. These expenditures include major inspections and overhaul costs that are required on a periodic basis. This measure is used by the investment community to assess the extent of non-discretionary capital spending. Maintenance capital is included in the calculation of distributable cash flow.

Deconsolidated "net (loss) income attributable to shareholders" is comprised of net income or loss attributable to shareholders, as determined in accordance with IFRS, less the net income or loss of Tidewater Renewables attributed to the shareholders of Tidewater.

OPERATIONAL DEFINITIONS

"bbl/d" means barrels per day; "MMcf/d" means million cubic feet per day.

"Crack spread" refers to the general price differential between crude oil and the petroleum products refined from it.

"Refinery yield" (expressed as a percentage) represents the percentage of finished product produced from inputs of crude oil and renewable feedstock as well as intermediates. Refinery yields are an important measure of refinery performance indicating the outputs that running a particular feedstock and intermediates through a refinery configuration will produce.

"Throughput" with respect to a natural gas plant, means inlet volumes processed (including any off-load or reprocessed volumes); with respect to a pipeline, the estimated natural gas or liquid volume transported therein; and with respect to NGL processing facilities, means the volume of inlet NGLs processed.

Advisory Regarding Forward-Looking Statements

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 Tidewater based on future economic conditions and courses of action. All statements other than statements of historical fact may be forward-looking statements. Such forward-looking statements are often, but not always, identified by the use of any words such as "seek", "anticipate", "budget", "plan", "continue", "forecast", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "will likely result", "are expected to", "will continue", "is anticipated", "believes", "estimated", "intends", "plans", "projection", "outlook" and similar expressions. These statements involve known and unknown risks, assumptions, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Corporation believes the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon.

In particular, this press release contains forward-looking statements pertaining to but not limited to the following:

• Tidewater deconsolidated maintenance capital guidance for 2023;
• Tidewater Renewables' expectation that the first production of renewable hydrogen is expected imminently with the anticipated start-up of the renewable diesel unit is anticipated in mid-August and commercial operations beginning shortly thereafter;
• Tidewater's expectation that capital investment in the PGR will support its ability to maintain throughput at or near its nameplate capacity for the next four years;
• Tidewater expects the financial impact of the wildfires to be substantially covered by insurance proceeds;
• BRC's competitive position within the Deep Basin;
• Tidewater's ongoing efforts at the Ram River natural gas processing facility to work with local third parties to increase throughput volumes, enhance overall regional processing efficiencies and maximize contracted revenues with the plant's sulphur handling infrastructure;
• the Corporation's 2023 expected consolidated adjusted EBITDA;
• Tidewater's expectation that the HDRD Complex will be one of the largest generators of credits under the British Columbia's Low Carbon Fuel Standard and the Canadian Clean Fuel Regulations;
• The expectation that net project costs for the HDRD Complex will be in line with Tidewater Renewable's previous guidance;
• the project economics of the HDRD Complex; and
• The Corporation's progress on partnerships, joint venture and other financing alternatives to support Pipestone Phase 2.

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 assumptions regarding, but not limited to:

• Tidewater's ability to execute on its business plan;
• the timely receipt of all governmental and regulatory approvals sought by the Corporation;
• that PGR crack spreads remain strong and refined product demand continues to increase;
• general economic and industry trends;
• future commodity prices, including natural gas, crude oil, NGL and renewable energy prices;
• impacts of commodity prices and demand on the Corporation's working capital requirements; ‎
• continuing government support for existing policy initiatives;
• processing and marketing margins;
• impacts of seasonality and climate disruptions;
• future capital expenditures to be made by the Corporation;
• foreign currency, exchange and interest rates, and expectations relating to inflation;
• that there are no unforeseen events preventing the performance of contracts;
• the amount of future liabilities relating to lawsuits and environmental incidents and the availability of coverage under the Corporation's insurance policies;
• volume demands from the PGR are consistent with forecasts;
• successful negotiation and execution of agreements with counterparties;
• oil and gas industry exploration and development activity and the geographic region of such activity;
• the Corporation's ability to obtain and retain qualified staff and equipment in a timely and cost-effective manner;
• the amount of operating costs to be incurred;
• that there are no unforeseen costs relating to the facilities, not recoverable from customers;
• distributable cash flow and net cash provided by operating activities are consistent with expectations;
• the ability to obtain additional financing on satisfactory terms;
• the availability of capital to fund future capital requirements relating to existing assets and projects;
• the ability of Tidewater to successfully market its products;
• credit rating changes;
• the successful integration of acquisitions and projects into the Corporation's existing business; and
• the Corporation's future debt levels and the ability of the Corporation to repay its debt when due.

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 demand for refined and renewable products;
• general economic, political, market and business conditions, including fluctuations in interest rates, foreign exchange rates, stock market volatility, supply/demand trends, armed hostilities, acts of war, terrorism, cyberattacks, diplomatic developments and inflationary pressures;
• activities of producers and customers and overall industry activity levels;
• failure to negotiate and conclude any required commercial agreements;
• non-performance of agreements in accordance with their terms;
• failure to execute formal agreements with counterparties in circumstances where letters of intent or similar agreements have been executed and announced by Tidewater;
• failure to close transactions as contemplated and in accordance with negotiated terms;
• the conflict in Ukraine and the corresponding impact on supply chains and the global economy;
• risks of health epidemics, pandemics, public health emergencies, quarantines, and similar outbreaks, including COVID-19, which may have sustained material adverse effects on the Corporation's business financial position results of operations and/or cash flows;
• changes in environmental and other laws and regulations or the interpretations of such laws or ‎‎‎regulations‎;
• ‎cost of compliance with applicable regulatory regimes, including, but not limited to, environmental laws and regulations, including greenhouse gas emissions;
• Indigenous and landowner consultation requirements;
• climate change initiatives or policies or increased environmental regulation;
• that receipt of third party, regulatory, environmental and governmental approvals and consents relating to Tidewater's capital projects can be obtained on the necessary terms and in a timely manner;
• that the resolution of any particular legal proceedings could have an adverse effect on the Corporation's operating results or financial performance;
• competition for, among other things, business capital, acquisition opportunities, requests for proposals, materials, equipment, labour, and skilled personnel;
• the ability to secure land and water, including obtaining and maintaining land access rights;
• operational matters, including potential hazards inherent in the Corporation's operations and the effectiveness of health, safety, environmental and integrity programs;
• actions by governmental authorities, including changes in regulation, tariffs and taxation;
• changes in operating and capital costs, including fluctuations in input costs;
• legal risks and environmental risks and hazards, including risks inherent in the transportation of NGLs and refining of light crude oils which may create liabilities to the Corporation in excess of the Corporation's insurance coverage, if any;
• actions by joint venture partners or other partners which hold interests in certain of the Corporation's assets;
• reliance on key relationships and agreements;
• losses of key customers;
• construction and engineering variables associated with capital projects, including the availability of contractors, engineering and construction services, accuracy of estimates and schedules, and the performance of contractors;
• the availability of capital on acceptable terms;
• changes in the credit-worthiness of counterparties;
• changes in the credit rating of the Corporation, and the impacts of this on the Corporation's access to ‎private and public credit markets in the future and increase the costs of borrowing; ‎
• adverse claims made in respect of the Corporation's properties or assets;
• risks and liabilities associated with the transportation of dangerous goods and derailments;
• effects of weather conditions (such severe weather or catastrophic events including, but not limited to, fires, floods, lightning, earthquakes, extreme cold weather, storms or explosions);
• reputational risks
• reliance on key personnel;
• technology and security risks, including cybersecurity;
• potential losses which would stem from any disruptions in production, including work stoppages or other labour difficulties, or disruptions in the transportation network on which the Corporation is reliant;
• technical and processing problems, including the availability of equipment and access to properties;
• changes in gas composition; and
• failure to realize the anticipated benefits of acquisitions.

The foregoing lists are not exhaustive. Additional information on these and other factors which could affect the Corporation's operations or financial results are included in the Corporation's most recent AIF and in other documents on file with the Canadian securities regulatory authorities.

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 off them do so, what benefits the Corporation will derive therefrom. 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. Tidewater does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable securities law. All forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Further information about factors affecting forward-looking statements and management's assumptions and analysis thereof is available in filings made by the Corporation with Canadian provincial securities commissions available on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedarplus.ca.

SOURCE Tidewater Midstream and Infrastructure Ltd.