CALGARY, AB, Nov. 12, 2026 /CNW/ -- Tidewater Renewables Ltd. ("Tidewater Renewables" or the "Corporation") (TSX: LCFS) is pleased to announce that it has filed its condensed interim consolidated financial statements and Management's Discussion and Analysis ("MD&A") for the three and nine months ended September 30, 2026.
THIRD QUARTER HIGHLIGHTS
-- Adjusted EBITDA(1) was $54.6 million during the third quarter of 2026, a
$38.2 million increase over the $16.4 million generated in the same
period of 2025.
-- During the third quarter of 2026, the Corporation reported net loss of
$15.6 million, compared to net loss of $1.0 million in the third quarter
of 2025.
-- The renewable diesel and renewable hydrogen complex (the "HDRD Complex")
achieved record average daily throughput of 3,411 bbl/d during the third
quarter of 2026, representing a 114% utilization rate, compared to 2,011
bbl/d, representing a 67% utilization rate during the third quarter of
2025.
-- The Corporation successfully reduced net debt(2) by $71.5 million from
December 31, 2025 to $134.7 million, achieving a debt to Adjusted
EBITDA(1) ratio of 1.04x, supported by strong operational margins and
disciplined capital allocation.
-- Increased full-year Adjusted EBITDA(1) guidance to $165.0 million to
$175.0 million (from $130.0 million to $140.0 million). At the midpoint,
this represents a 26% increase over the midpoint of the prior guidance,
reflecting strong operational performance year-to-date and a constructive
outlook for margins for the balance of the year.
-- Commercial momentum continued with over 65% of 2027 and 2028 forecasted
renewable diesel production now committed under offtake agreements.
-- The Corporation has secured gross margin for 2027 by hedging
approximately 30% of forecasted renewable diesel sales and associated
feedstock purchases to mitigate commodity price volatility.
SUBSEQUENT EVENTS
-- On October 27, 2026, Environment and Climate Change Canada ("ECCC")
announced proposed amendments to the federal Clean Fuel Regulations (the
"CFR"), introducing a framework designed to support domestic low-carbon
fuel producers such as Tidewater Renewables, with the final regulations
to be established following a 75-day public consultation period. Under
the proposed regulations Canadian produced sustainable aviation fuel
("SAF") would receive a 1.8x multiplier and Canadian produced renewable
diesel would receive a multiplier of 1.5x on the total CFR Emission
Credits. These changes would be retroactive to January 1, 2026.
-- On November 2, 2026, Tidewater Midstream and Infrastructure Ltd.
("Tidewater Midstream") and Tidewater Renewables announced that they have
entered into a definitive arrangement agreement dated November 1, 2026
(the "Arrangement Agreement") pursuant to which Tidewater Midstream will
acquire all of the outstanding common shares of Tidewater Renewables that
Tidewater Midstream does not already own (the "Transaction").
-- On November 5, 2026, Tidewater Renewables' outstanding warrants,
consisting of the 3.4 million warrants issued in 2022 and the 1.0 million
warrants issued in 2024 pursuant to financing agreements, were exercised
on a cashless basis by the holders thereof. This resulted in the issuance
of 1.9 million common shares of the Corporation. No cash proceeds were
received by the Corporation in connection with this exercise. Upon the
issuance of the common shares, the warrant liability previously
recognized at fair value was fully derecognized. As a result of this
warrant exercise, the percentage of votes held by holders of Tidewater
Renewables shares who have entered into voting and support agreements and
which are eligible to be voted as part of the required minority approval,
increased to 49% from 38% as initially disclosed. Additionally, as a
result of the warrant exercise, Tidewater Midstream's ownership position
in Tidewater Renewables decreased from approximately 65% to approximately
62%.
(1) Non-GAAP financial measure. See the "Non-GAAP and
Other Financial Measures" section of this press release
and the Corporation's MD&A for information on each
non-GAAP financial measure or ratio.
(2) Capital management measure. See the "Non-GAAP and
Other Financial Measures" section of this press release
and the Corporation's MD&A for information on each
non-GAAP financial measure or ratio.
CEO Message:
"Tidewater Renewables delivered another excellent quarter as the HDRD Complex continued to operate above nameplate capacity, which combined with strong margin capture, resulted in significant cash flow generation that was used to reduce net debt" said Jeremy Baines, Chief Executive Officer of Tidewater Renewables.
The proposed combination of Tidewater Renewables with Tidewater Midstream is compelling for five principal reasons: It will simplify the corporate structure; improve the combined company's capital markets profile; strengthen the financial profile of the combined businesses; creates opportunities for cost savings, operational efficiencies and potential tax synergies; and provides a more diversified asset base. With each Tidewater Renewables common share being exchanged for 0.88 of a common share of Tidewater Midstream, current Tidewater Renewable shareholders will retain exposure to the HDRD Complex while gaining exposure to Tidewater Midstream's broader cash flows and growth opportunities.
I encourage all Tidewater Renewables shareholders to vote in favour of the transaction at the shareholder meeting, which is expected to be held on December 14, 2026.
Financial Highlights
Three months ended Nine months ended
September 30, September 30,
(in millions of Canadian 2026 2025 2026 2025
dollars except per share
information)
Revenue $ 239.9 $ 62.0 $ 494.1 $ 193.3
Net (loss) income $ (15.6) $ (1.0) $ (0.5) $ 17.3
Net (loss) income per share
- basic $ (0.43) $ (0.03) $ (0.01) $ 0.48
Net (loss) income per share
- diluted $ (0.43) $ (0.03) $ (0.01) $ 0.47
Adjusted EBITDA (1) $ 54.6 $ 16.4 $ 134.7 $ 29.6
Net cash provided by
operating activities $ 62.8 $ 13.5 $ 87.2 $ 34.1
Distributable cash flow (1) $ 51.6 $ (1.8) $ 112.8 $ (5.8)
Distributable cash flow per
share - basic (1) $ 1.41 $ (0.05) $ 3.09 $ (0.16)
Distributable cash flow per
share - diluted (1) $ 1.33 $ (0.05) $ 2.98 $ (0.16)
Total common shares
outstanding (millions) 36.6 36.4 36.6 36.4
Total assets $ 465.5 $ 398.4 $ 465.5 $ 398.4
Net debt (2) $ 134.7 $ 191.9 $ 134.7 $ 191.9
(1) Non-GAAP financial measure. Refer to the "Non-GAAP
and Other Financial Measures" section of this press
release.
(2) Capital management measure. Refer to the "Non-GAAP
and Other Financial Measures" section of this press
release.
TRANSACTION BETWEEN TIDEWATER MIDSTREAM AND TIDEWATER RENEWABLES
On November 2, 2026, Tidewater Midstream and Tidewater Renewables announced that they entered into the Arrangement Agreement pursuant to which Tidewater Midstream will acquire all of the outstanding common shares of Tidewater Renewables that Tidewater Midstream does not already own, with each such Tidewater Renewables common share to be exchanged for 0.88 of a common share of Tidewater Midstream (each whole common share, a "Midstream Share") (the "Consideration"). Subsequent to the announcement, on November 5, 2026, the exercise of all outstanding warrants on a cashless basis by the holders thereof increased the percentage of votes held by holders of Tidewater Renewables shares who have entered voting and support agreements and which are eligible to be voted as part of the required minority approval from approximately 38% to approximately 49%. Additionally, as a result of the warrant exercise, Tidewater Midstream's ownership position in Tidewater Renewables decreased from approximately 65% to approximately 62%.
Highlights of the Transaction include:
-- Simplified Corporate Structure: Combines two closely integrated public
companies under a unified governance structure to better execute on the
combined company's growth strategy.
-- Capital Markets Positioning: Increased scale and a larger combined market
capitalization are expected to improve access to capital markets with
combined company shareholders benefitting from the increased public float
and trading liquidity. Together with a simplified structure and
streamlined messaging, the combined company is expected to be better
positioned to attract institutional investors and to have enhanced
alternatives for any future financing requirements.
-- Improved Financial Strength & Financing Flexibility: Improved credit
profile and capital allocation are expected to build on the optimization
potential of each company's existing balance sheet and create additional
flexibility to finance future growth opportunities.
-- Scale & Diversification: Enhanced strategic position with a more
diversified asset base to better position the combined company for
value-enhancing commercial opportunities across midstream, conventional
and renewable fuels.
-- Value Creation Opportunities: The combined company is expected to benefit
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