CALGARY, AB, May 13, 2021 /CNW/ - Tidewater Midstream and
Infrastructure Ltd. ("Tidewater" or the
"Corporation") (TSX: TWM) 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 month period ended
March 31, 2021.
FIRST-QUARTER 2021 FINANCIAL PERFORMANCE
Highlights
- The first quarter of 2021 represented Tidewater's eighth
consecutive quarter of Adjusted EBITDA growth. This performance
continues to highlight the resiliency and stability of its
integrated business model. Adjusted EBITDA increased to
$51.1 million in the first quarter of
2021 as compared to $41.5 million in
the first quarter of 2020, resulting in 23% Adjusted EBITDA growth.
Adjusted EBITDA also increased by $2.3
million as compared to the fourth quarter of 2020 resulting
in 5% Adjusted EBITDA growth. Net income attributable to
shareholders was $8.4 million for the
first quarter of 2021 as compared to a net loss of $38.1 million in the first quarter of 2020. This
increase is the result of unrealized gains on derivative contracts
and increased operating income driven predominantly by higher
commodity prices.
- Net cash provided by operating activities totaled $55.5 million for the first quarter of 2021, with
distributable cash flow of $16.9
million and a payout ratio of 20%.
- Tidewater continues to evaluate multiple financing options for
its renewable initiatives including its proposed 3,000 bbls/day
renewable diesel and renewable hydrogen facility for which the
Corporation has received approximately $100
million in BC Government support for the total $215 to $235
million capital cost. The financing options being pursued
would not add incremental leverage to the Corporation. Tidewater
has a vital role to play in the long-term renewable energy
transition in Canada and is
currently developing clean fuels through its existing hydrogen and
carbon capture assets, its ability to blend ethanol and renewable
diesel and its current canola co-processing project. Tidewater is
also evaluating opportunities in various renewable energy
initiatives including renewable diesel, co-processing, renewable
hydrogen, blue hydrogen, renewable natural gas, carbon capture and
other renewable energy projects.
- The Corporation, together with its partner TransAlta
Corporation ("TransAlta"), continues to move forward with the sale
of its Pioneer Pipeline to ATCO Gas and Pipelines Ltd. ("ATCO") for
gross proceeds of $255 million (the
"Pioneer Transaction"). Net cash proceeds to Tidewater are
anticipated to be approximately $135
million which includes certain ancillary assets and
completion of budgeted restoration work to be paid for by
TransAlta. The transaction is subject to customary conditions for a
transaction of this nature including regulatory approvals by the
Alberta Utilities Commission ("AUC") and the Alberta Energy
Regulator. Regulatory approval is anticipated in the second quarter
of 2021.
- Tidewater's top priorities remain free cash flow generation and
debt reduction. Tidewater is committed to reducing leverage
throughout 2021 with a target of 3.0x to 3.5x Net Debt to
annualized Adjusted EBITDA, subsequent to the closing of the
Pioneer Transaction.
- Tidewater is optimistic in its outlook for global energy demand
as commodity prices strengthen. Within Western Canada, Tidewater continues to see
strong demand at PGR as a result of large infrastructure projects
in central and northern British
Columbia. Throughput at PGR remains strong at over 12,000
bbls/day with combined gasoline and diesel production over 10,500
bbls/day. The PGR crack spread, a measure of refining margins,
continues to be strong going into the second quarter at
approximately $60/bbl. The Pipestone
Gas Plant again had its strongest quarterly run times and cashflow
generation to date during the first quarter of 2021.
- The Corporation is committed to its Environmental, Social and
Governance ("ESG") performance. Tidewater is committed to enhancing
its disclosures and in November published a significant increase in
ESG metrics and corporate policies which highlight several
improving trends. This information is available at
www.tidewatermidstream.com/esg/.
Selected financial and operating information is outlined below
and should be read with Tidewater's condensed interim consolidated
financial statements and related MD&A as at and for the three
month period ended March 31, 2021
which are available at www.sedar.com and on our website at
www.tidewatermidstream.com.
Financial Overview
Consolidated Financial Highlights
|
Three months
ended
March 31,
|
(in thousands of
Canadian dollars except per share information)
|
|
2021
|
|
2020
|
Revenue
|
$
|
360,039
|
$
|
252,464
|
Net income (loss)
attributable to shareholders (1)
|
$
|
8,396
|
$
|
(38,140)
|
Basic net income
(loss) attributable to shareholders per share
(1)
|
$
|
0.02
|
$
|
(0.11)
|
Diluted net income
(loss) attributable to shareholders per share
(1)
|
$
|
0.02
|
$
|
(0.11)
|
Adjusted EBITDA
(2)
|
$
|
51,113
|
$
|
41,506
|
Net cash provided by
operating activities
|
$
|
55,532
|
$
|
27,990
|
Distributable cash
flow (3)
|
$
|
16,917
|
$
|
12,489
|
Distributable cash
flow per common share – basic (3)
|
$
|
0.05
|
$
|
0.04
|
Distributable cash
flow per common share – diluted (3)
|
$
|
0.04
|
$
|
0.04
|
Dividends
declared
|
$
|
3,392
|
$
|
3,377
|
Dividends declared
per common share
|
$
|
0.01
|
$
|
0.01
|
Total common shares
outstanding (000s)
|
|
339,154
|
|
337,679
|
Payout
ratio (4)
|
|
20%
|
|
27%
|
Total assets
(1)
|
$
|
1,942,120
|
$
|
1,857,559
|
Net
debt (5)
|
$
|
857,187
|
$
|
871,321
|
|
|
Notes:
|
|
|
|
1
|
Amounts for the three
months ended March 31, 2020 have been restated. Refer to the
"Voluntary Change in Accounting Policy" in Tidewater's MD&A and
Note 2(b) to the condensed interim consolidated financial
statements for the three month period ended March 31,
2021.
|
2
|
Adjusted EBITDA is
calculated as net income before interest, taxes, depreciation,
share-based compensation, unrealized gains/losses, non-cash items,
transaction costs, items that are considered non-recurring in
nature and the Corporation's proportionate share of EBITDA in their
equity investments. Adjusted EBITDA is not a standard measure under
GAAP. See "Non-GAAP Measures" in the Corporation's MD&A for a
reconciliation of Adjusted EBITDA to its most closely related GAAP
measure.
|
3
|
Distributable cash
flow is calculated as net cash used in operating activities before
changes in non-cash working capital and after any expenditures that
use cash from operations. Distributable cash flow per common share
is calculated as distributable cash flow over the weighted average
number of common shares outstanding for the three month period
March 31, 2021. Distributable cash flow and distributable cash flow
per common share are not standard measures under GAAP. See
"Non-GAAP Measures" in the Corporation's MD&A for a
reconciliation of distributable cash flow and distributable cash
flow per common share to their most closely related GAAP
measures.
|
4
|
Payout Ratio is
calculated by expressing dividends declared to shareholders for the
period as a percentage of distributable cash flow attributable to
shareholders. This measure, in combination with other measures, is
used by the investment community to assess the sustainability of
the current dividends. Payout Ratio is not a standard measure under
GAAP. See "Non-GAAP Financial Measures" in the Corporation's
MD&A for a reconciliation of Payout Ratio to its most closely
related GAAP measure.
|
5
|
Net debt is defined
as bank debt, convertible debentures and notes payable, less cash.
Net Debt is not a standard measure under GAAP. See "Non-GAAP
Measures" in the Corporation's MD&A for a reconciliation of Net
Debt to its most closely related GAAP measure.
|
OUTLOOK AND CORPORATE UPDATE
Tidewater is pleased to deliver a record quarter of EBITDA
generation in the first quarter of 2021 as the Prince George
Refinery and Pipestone Gas Plant continue to run at high
utilization rates. Continued consolidation and new investment in
the energy sector, as well as a material recovery in commodity
prices, has had an overall positive impact on producer balance
sheets and Tidewater continues to work with its producer customers
on ways to improve margins and related service offerings. Tidewater
remains positive about the outlook for commodity prices in the
second half of 2021. There is increased investor interest in the
energy transition and renewable sectors, where Tidewater is
uniquely positioned to play a key role in the continued development
of renewable fuels, carbon capture, renewable natural gas and
renewable hydrogen.
Tidewater remains committed to reducing leverage with the
anticipated $135 million in proceeds
from the Pioneer Transaction used primarily for debt repayment. A
large portion of Tidewater's cashflow is generated from take-or-pay
contracts and long-term agreements with over 50% generated from
investment grade counterparties. Tidewater remains committed to its
target of 3.0x to 3.5x Net Debt to annualized Adjusted EBITDA,
subsequent to the closing of the Pioneer Transaction.
Prince George Refinery
PGR is a 12,000 bbl/day light oil refinery that predominantly
produces low sulphur diesel and gasoline to supply the greater
Prince George region. PGR has
significant onsite storage capacity of greater than 1.0 MMbbl and
flexible logistics, with pipeline, rail and truck connectivity in
place. The Prince George region is
generally in short supply of refined products and the refinery's
location within the region makes it a critical piece of
infrastructure with a significant logistical advantage to address
demand in northern British
Columbia.
PGR has significant advantages given its location as the
Prince George market faces
logistical and economic challenges given transport costs and the
lack of offloading facilities in the area. Additionally, the
refinery supplies the majority of the regional demand, which is
comprised of major local industries such as forestry, mining and
oil and gas.
During the first quarter of 2021, total throughput exceeded the
refinery's nameplate capacity at approximately 12,095 bbl/day,
consistent with the fourth quarter of 2020 and 4% higher than the
first quarter of 2020.
Tidewater's refined product yields at PGR were as follows:
|
Q1
2021
|
Q4
2020
|
Q3
2020
|
Q2
2020
|
Q1
2020
|
Total
throughput
|
12,095
bbl/day
|
12,187
bbl/day
|
12,180
bbl/day
|
10,569
bbl/day
|
11,576
bbl/day
|
Refinery Yield
(1)
|
|
|
|
|
|
Gasoline yield
|
39%
|
39%
|
44%
|
42%
|
42%
|
Diesel yield
|
49%
|
49%
|
43%
|
43%
|
46%
|
Other
(2)
|
12%
|
12%
|
13%
|
15%
|
12%
|
|
|
|
(1)
Refinery yield includes crude and intermediates.
|
|
(2) Other
refers to heavy fuel oil (HFO), LPG and feedstock consumed to fuel
the refinery.
|
|
PGR will be executing its planned annual maintenance during the
second quarter of 2021, which will reduce refinery throughput by
approximately 5% below the first quarter average. As a result
of the annual maintenance program, spring breakup and increased
COVID restrictions in both BC and Alberta, Tidewater expects second quarter
earnings at PGR to be moderately lower than the first quarter.
Tidewater's refining margins are largely driven by commodity
prices, particularly the cost of crude feedstock and other raw
materials, along with market prices for refined products. During
the first quarter of 2021, Tidewater realized improved margins on
both diesel and gasoline due to improved refined product pricing.
Demand for both gasoline and diesel increased during the first
quarter of 2021 due to increased activity in the Prince George area with crack spreads
averaging $60/bbl during the quarter.
This demonstrates the refinery's long-term value in servicing the
markets in which it operates.
Tidewater is progressing on its canola co-processing project and
expects it to be online in late 2021. The project is supported by
the BC provincial government and will produce both renewable
gasoline and renewable diesel which generate BC low carbon fuel
standard ("LCFS") credits. The Corporation continues to evaluate
various renewable initiatives at PGR. These include expanding
existing hydrogen assets, renewable hydrogen and the potential for
a large-scale renewable diesel project with current support from
the BC provincial government. Renewable diesel results in an
approximate 80% - 90% reduction in greenhouse gas ("GHG") emissions
compared to conventional diesel and performs better in colder
temperatures as compared to biodiesel. Tidewater continues to
pursue numerous low capital and high rate of return debottleneck
and optimization opportunities within its downstream business
unit.
Pipestone Gas Plant
The Pipestone Gas Plant is designed to process approximately 100
MMcf/day of sour natural gas. This asset includes two acid gas
injection wells, a saltwater disposal well and sales gas pipelines
directly connected to the Pipestone Gas Storage Facility, as well
as the Alliance and NGTL pipeline systems. The facility is also
pipeline connected to Pembina's liquid gathering system for the C2+
and C5+ liquid streams.
The Pipestone Gas Plant processed an average volume of 83
MMcf/day in the first quarter of 2021, a 32% increase from Q1 2020
and an increase of 13% from Q4 2020. Facility availability for the
quarter averaged 85%, an increase of 8% from Q4 2020. Plant
throughput was strong in January and March, averaging approximately
90 MMcf/day, but was affected by below average colder weather
conditions in February. The Pipestone Gas Plant is fully contracted
with over 80% committed capacity on take-or-pay arrangements.
Pioneer Pipeline
The Pioneer Pipeline is currently jointly owned and operated by
Tidewater and TransAlta. The asset is held for sale, subject to
closing of the Pioneer Transaction which is subject to customary
conditions in a transaction of this nature including regulatory
approvals by the AUC and the Alberta Energy Regulator. Following
the execution of the purchase and sale agreement, the parties filed
applications for regulatory approval. Final regulatory approval is
anticipated in the second quarter of 2021.
Upon closing the Pioneer Transaction, the Pioneer Pipeline will
be integrated into NOVA Gas Transmission Ltd.'s ("NGTL") and ATCO's
Alberta integrated natural gas
transmission systems to provide a reliable natural gas supply to
TransAlta's power generating units at Sundance and Keephills.
Tidewater has entered into a Project and Expenditure
Authorization Agreement with NGTL at the Rat Creek West Meter
Station for the natural gas liquids extraction service (OS-Ext)
that will allow Tidewater to extract higher value liquids from the
natural gas stream prior to delivery of natural gas at the
TransAlta facilities. Tidewater does not expect any facility
modifications or capital expenditures to be required to implement
this service. It is expected that with this service, Tidewater will
be able to materially increase throughput at its Brazeau River
Complex, subject to market conditions. It is anticipated that this
service will commence concurrent with the close of the Pioneer
Transaction.
Brazeau River Complex and Fractionation Facility
The BRC is a core asset for Tidewater, offering a full suite of
services to producers, including C2, C3, C4 and C5 pipeline
connections, NGL fractionation capacity, sweet and sour deep-cut
gas processing capability, truck loading and offloading facilities,
natural gas storage facilities and three natural gas egress
solutions including the NGTL system, the Pioneer Pipeline, and gas
storage.
NGL volumes through the fractionation facility increased by 450
bbl/day, compared to the fourth quarter of 2020. The facility
continued to perform well throughout the quarter despite the colder
seasonal temperatures through the month of February.
Throughput at the BRC gas processing facility averaged 125
MMcf/day, resulting in the highest raw gas volumes since 2018.
Strong AECO gas prices in the past six months have increased
producer activity near the BRC, and Tidewater continues to look for
opportunities to increase third party plant throughput.
Tidewater works diligently with producers to improve netbacks by
fully utilizing the BRC's facilities.
Natural Gas Storage
Tidewater operates natural gas storage reservoirs at three
different facilities: Dimsdale Paddy A (Pipestone Gas Storage
Facility), Brazeau Nisku F and Brazeau Nisku A. The Pipestone Gas
Storage Facility and Brazeau Nisku A are owned through joint
ventures with a private Canadian entity and are accounted for as
equity investments.
All three storage facilities continued to withdraw in the first
quarter as we moved through to the end of the traditional winter
withdrawal season. The Pipestone Storage facility delivered its
highest withdrawal rates of any quarter (exceeding 60,000 GJ/day)
in early January with deliverability rates gradually decreasing as
the facility depressurized.
Similarly, both Brazeau Nisku A and Brazeau Nisku F storage
pools continued to withdraw through the period, helping meet
Pioneer Pipeline demand and realizing liquids extraction value.
Consistent with the rest of the continent, the Alberta natural gas market saw heightened
price volatility in mid-February corresponding with cold
temperatures. Operationally, all storage facilities performed well
through the period and successfully met all delivery obligations as
daily prices approached $6.00/GJ. Volatility was less pronounced in
January and March with cash prices generally trading in the
$2.30/GJ to $2.90/GJ range.
The Pipestone Gas Storage Facility is fully contracted with
take-or-pay contracts spanning through 2027 with multiple
investment grade counterparties. The facility represents a
significant contribution to Tidewater's fee-for-service gas storage
business and offers producers at the Pipestone Gas Plant
significant optionality where the plant has three egress solutions
including connections to the TC Energy and Alliance systems and gas
storage.
CAPITAL PROGRAM
Tidewater's 2021 capital program focuses on small-scale
optimization projects along with its canola co-processing project
at PGR. To date, Tidewater has not committed to a significant
capital program in 2021, however continues to evaluate smaller
capital projects with strong short-term returns on investment.
Tidewater's 300 bbl/day canola co-processing project at PGR is
expected to be online in the fourth quarter of 2021 which will
produce both renewable diesel and gasoline. Total capital for the
project is approximately $10 million
and includes significant support from the BC government.
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
Tidewater will hold its 2021 Annual General and Special Meeting
of Shareholders at Livingston Place – West Tower, Suite 1000, 250 –
2nd Street S.W., Calgary,
Alberta T2P 0C1 on Tuesday, June 29,
2021 at 2:30 p.m.
(Calgary time).
Due to the public health restrictions implemented to combat the
spread of the COVID-19 pandemic, including restrictions on mass
gatherings implemented by the Government of Alberta and taking into account the health and
safety of our employees, shareholders, service providers and other
stakeholders, the Corporation strongly encourages shareholders not
to attend the meeting in person. The meeting is not a virtual-only
meeting, however, the Corporation strongly encourages shareholders
to vote by proxy, by mail, by telephone or on the internet, rather
than attending the meeting in person. To this end, only registered
shareholders and proxyholders will be permitted to attend the
meeting in person.
In order to permit shareholders and proxyholders to listen to
the meeting in real time, without having to attend in person, a
conference call of the Meeting will be available as follows:
- North America Toll-Free:
647-427-7450
- Local / International: 1-888-231-8191
- AudioWebcast:
https://produceredition.webcasts.com/starthere.jsp?ei=1460123&tp_key=a3547d5a0a
Shareholders will not be able to vote through the conference
call; however, there will be a question and answer session
following the termination of the formal business of the meeting
during which shareholders attending the conference call can ask
questions.
FIRST QUARTER 2021 EARNINGS CALL
In conjunction with the earnings release, investors will have
the opportunity to listen to Tidewater senior management review its
first quarter 2021 results via conference call on Thursday, May 13, 2021 at 11:00 am MDT (1:00 pm
EDT).
To access the conference call by telephone, dial 647-427-7450
(local / international participant dial in) or 1-888-231-8191
(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://produceredition.webcasts.com/starthere.jsp?ei=1455694&tp_key=94129283e2 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
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 and refined product space. Its
strategy is to profitably grow and create shareholder value through
the acquisition and development of oil and gas infrastructure.
Tidewater plans to achieve its business objective by providing
customers with a full service, vertically integrated value chain,
including gas plants, pipelines, railcars, trucks, export
terminals, storage, downstream facilities and various renewable
initiatives.
Additional information relating to Tidewater is available on
SEDAR at www.sedar.com and at www.tidewatermidstream.com.
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:
- the Corporation's renewable initiatives, including plans
related to same, timing and financing;
- targeted Net Debt to Adjusted EBITDA of 3.0x to 3.5x with
the closing of the Pioneer Transaction;
- continued volatility of financial markets and commodity
prices;
- guidance with respect to forecasted Adjusted
EBITDA;
- continued consistent performance of the Corporation's
facilities;
- the pace of reintegration of the Corporation's workforce to
its business offices;
- forecasted payout ratio and the projected use of
Distributable Cash Flow to reduce leverage;
- projections with respect to net debt to Adjusted EBITDA
subsequent to the completion of the Pioneer Transaction;
- the Corporation's ability to benefit from the combination of
growth opportunities and the ability to grow through capital
projects;
- the long-term impact of COVID-19 on the Corporation's
business, financial position, results of operations and/or cash
flows;
- supply and demand for services;
- budgets, including future capital, operating or other
expenditures and projected costs;
- estimated throughputs;
- the Corporation's continuing evaluation of opportunities to
develop future low-carbon fuel and renewable energy projects at the
PGR and expansion and optimization opportunities at the
PGR;
- timing, impact and capital requirements of the Canola
co-processing project at PGR;
- the successful integration of acquisitions and projects into
the Corporation's existing business;
- the anticipated closing of the transaction to sell the
Pioneer Pipeline to ATCO, the sale of certain ancillary assets to
TransAlta Corporation, the Corporation's expectations regarding
timing to close such transactions, the Corporation's expectations
regarding receipt of regulatory approval for such
transactions;
- anticipated integration of the Pioneer Pipeline into NGTL's
and ATCO's Alberta integrated
natural gas transmission systems;
- timing and completion of, projected use of proceeds from,
and financial impact of, the sale of the Pioneer Pipeline;
- impact of planned annual maintenance on PGR;
- expectations relating to the Project and Expenditure
Authorization Agreement with NGTL at the Rat Creek West Meter
Station;
- projections with respect to the returns on proposed small
capital projects;
- the Corporation's focus on generating cash flow, increasing
liquidity and reducing leverage;
- forecasts with respect to future environmental and climate
change compliance obligation costs, and success of same;
- Tidewater's expectations to pay dividends from distributable
cash flow;
- timing of, and expectations relating to, the Corporation's
ESG report;
- the environmental impact of the Corporation's small-scale
projects endorsed by the Emissions Reduction Fund; and
- expectations that net cash provided by operating activities,
cash flow generated from growth projects and cash available from
Tidewater's Senior Credit Facility and other sources of financing
will be sufficient to meet its obligations and financial
commitments and will provide sufficient funding for anticipated
capital expenditures.
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 including with respect to the
anticipated sale of the Pioneer Pipeline;
- general economic and industry trends, including the duration
and effect of the COVID-19 pandemic;
- that any third-party projects relating to the Corporation's
divestitures will be sanctioned and completed as expected;
- future natural gas, crude oil and NGL prices;
- continuing government support for existing policy
initiatives;
- processing and marketing margins;
- future capital expenditures to be made by the
Corporation;
- foreign currency, exchange and interest rates;
- 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;
- that there are no unforeseen material changes related to the
Corporation's planned divestitures and that counterparties will
comply with contracts in a timely manner;
- Cenovus volume demands from the PGR are consistent with
forecasts;
- that formal agreements with counterparties will be executed
in circumstances where letters of intent or similar agreements have
been executed and announced by Tidewater and that such transactions
will close as expected;
- the amount of future liabilities relating to lawsuits and
environmental incidents;
- oil and gas industry expectation and development activity
levels 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;
- assumptions regarding amount of operating costs to be
incurred;
- that there are no unforeseen material costs relating to the
facilities which are 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; 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 products;
- general economic, political, market and business conditions,
including fluctuations in interest rates, foreign exchange rates
stock market volatility and supply/demand trends;
- 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;
- 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;
- the regulatory environment and decisions, and First Nations
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
government 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;
- 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;
- adverse claims made in respect of the Corporation's
properties or assets;
- risks and liabilities associated with the transportation of
dangerous goods;
- risks and liabilities resulting from derailments;
- effects of weather conditions;
- 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 recently
completed 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.
The above summary of assumptions and risks related to
forward-looking statements in this press release is intended to
provide shareholders and potential investors with a more complete
perspective on Tidewater's current and future operations and such
information may not be appropriate for other purposes. There is no
representation by Tidewater that actual results achieved will be
the same in whole or in part as those referenced in the
forward-looking statements and 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, except as may be required by applicable
securities law.
Any financial outlook or future-oriented financial
information, as defined by applicable securities legislation, has
been approved by management of Tidewater as of May 12, 2021. A financial outlook or
future-oriented financial information is provided for the purpose
of providing information about management's current expectations
and goals relating to the future of Tidewater. Readers are
cautioned that reliance on 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. 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.sedar.com.
Non-GAAP Measures
This press release refers to "Adjusted EBITDA" which does not
have any standardized meaning prescribed by generally accepted
accounting principles in Canada
("GAAP"). Adjusted EBITDA is calculated as income or loss
before interest, taxes, depreciation, share-based compensation,
unrealized gains/losses, non-cash items, transaction costs, items
that are considered non-recurring in nature and the Corporation's
proportionate share of EBITDA in their equity investments.
Tidewater's management believes that Adjusted EBITDA provides
useful information to investors as it provides an indication of
results generated from the Corporation's operating activities prior
to financing, taxation and non-recurring/non-cash impairment
charges occurring outside the normal course of business.
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 Adjusted EBITDA is a measure
widely used by security analysts, investors and others to evaluate
the financial performance of the Corporation and other companies in
the midstream industry. Investors should be cautioned that
Adjusted EBITDA should not be construed as alternatives to
earnings, cash flow from 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.
"Distributable cash flow" is a non-GAAP financial measure and
is calculated as net cash used in operating activities before
changes in non-cash working capital plus cash distributions from
investments, 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. Deducted from distributable cash flow are maintenance
capital expenditures, including turnarounds as they are ongoing
recurring expenditures. Transaction costs are added back as they
vary significantly quarter to quarter based on the Corporation's
acquisition and disposition activity. It also excludes
non-recurring transactions that do not reflect Tidewater's ongoing
operations.
Management of the Corporation believes distributable cash
flow is a useful metric for investors when assessing the amount of
cash flow generated from normal operations and to evaluate the
adequacy of internally generated cash flow to fund
dividends.
For more information with respect to financial measures which
have not been defined by GAAP, including reconciliations to the
closest comparable GAAP measure, see the "Non-GAAP Measures"
section of Tidewater's most recent MD&A which is available on
SEDAR.
SOURCE Tidewater Midstream and Infrastructure Ltd.