Interim / Quarterly Report • Jul 31, 2025
Interim / Quarterly Report
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Condensed Consolidated Interim Financial Statements for the periods ended
June 30, 2025 and 2024
(Unaudited)
| Consolidated Balance Sheets2 | |
|---|---|
| Consolidated Statements of Operations and Comprehensive Earnings3 | |
| Consolidated Statements of Changes in Shareholders' Equity4 | |
| Consolidated Statements of Cash Flows5 | |
| Notes to the Condensed Consolidated Financial Statements6-23 |
(expressed in thousands of United States dollars; unaudited)
| Note Ref | As at June 30, 2025 | As at December 31, 2024 | |
|---|---|---|---|
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | \$ 86,087 \$ |
213,306 | |
| Accounts receivable | 9 | 13,064 | 11,279 |
| Prepaid expenses and other current assets | 4,251 | 3,978 | |
| 103,402 | 228,563 | ||
| Restricted cash | 4,576 | 4,576 | |
| Other assets, net | 6,051 | 5,092 | |
| Property, plant and equipment, net | 10 | 363,921 | 352,677 |
| Intangible assets, net | 49,494 | 50,842 | |
| Construction in progress | 5,198 | 5,001 | |
| Goodwill, net | 9,311 | 8,555 | |
| Deferred tax assets | 7,641 | 6,799 | |
| Total assets | \$ 549,594 \$ |
662,105 | |
| Liabilities and Total Equity | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | \$ 16,598 \$ |
17,140 | |
| Current portion of long-term debt, net | 11 | 3,936 | 16,267 |
| Current portion of lease liabilities | 388 | 428 | |
| Deferred consideration liability | 4 | 4,874 | - |
| 25,796 \$ | 33,835 | ||
| Non-current liabilities | |||
| Long-term debt, net | 11 | 213,853 | 312,082 |
| Lease liabilities | 2,042 | 2,148 | |
| Decommissioning liabilities | 4 | 1,713 | - |
| Tax-Equity Liabilities | 4,11 | 5,500 | - |
| Deferred tax liability | 55,946 | 54,514 | |
| Total liabilities | 304,850 \$ | 402,579 | |
| Non-controlling interests | (119) | (221) | |
| Equity attributable to the owners of the Company | |||
| Share capital | 12 | 666,132 | 666,380 |
| Contributed surplus | 14,009 | 14,092 | |
| Accumulated deficit | (435,278) | (420,725) | |
| Total equity attributable to the owners of the Company | 244,863 | 259,747 | |
| Total equity | 244,744 \$ | 259,526 | |
| Total liabilities and total equity | \$ 549,594 \$ |
662,105 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Approved by the Board of Directors
(signed) Marc Murnaghan (signed) Jaime Guillen Chief Executive Officer Director
(expressed in thousands of United States dollars, except for shares and per share amounts; unaudited)
| Note | Three Months Ended | Six Months Ended | ||||
|---|---|---|---|---|---|---|
| Ref | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||
| Revenue | ||||||
| Power revenue | 6 | \$ 21,642 \$ |
18,702 \$ | 41,902 \$ | 39,334 | |
| Carbon emission reduction credits revenue | - | - | 27 | - | ||
| Direct costs | ||||||
| Direct costs | 7(a) | (4,223) | (3,616) | (7,580) | (6,739) | |
| Depreciation and amortization of plant assets | 7(a) | (7,574) | (7,317) | (14,892) | (14,603) | |
| General and administrative expenses | 7(b) | (1,992) | (1,866) | (3,807) | (3,664) | |
| Other operating costs | (30) | (2) | (173) | (3) | ||
| Operating income | 7,823 | 5,901 | 15,477 | 14,325 | ||
| Interest income | 758 | 458 | 1,795 | 957 | ||
| Tax-equity income | 3 | 1,051 | - | 1,051 | - | |
| Finance costs | 8 | (5,825) | (5,169) | (21,709) | (10,420) | |
| Other (losses) gains | (50) | 399 | (71) | 149 | ||
| Earnings and comprehensive earnings before income taxes | 3,757 | 1,589 | (3,457) | 5,011 | ||
| Current and deferred income tax recovery (expense) | (1,484) | (531) | (4,679) | 455 | ||
| Total earnings and comprehensive earnings | \$ 2,273 \$ |
1,058 \$ | (8,136) \$ | 5,466 | ||
| Total earnings and comprehensive earnings attributable to: | ||||||
| Owners of the Company | \$ 2,203 \$ |
985 \$ | (8,238) \$ | 5,331 | ||
| Non-controlling interests | \$ 70 \$ |
73 | \$ 102 \$ |
135 | ||
| Basic earnings per share | 13 | \$ 0.10 \$ |
0.05 \$ | (0.39) \$ | 0.25 | |
| Diluted earnings per share | 13 | \$ 0.10 \$ |
0.05 \$ | (0.39) \$ | 0.25 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
(expressed in thousands of United States dollars, except for share information; unaudited)
| Total Attributable | ||||||||
|---|---|---|---|---|---|---|---|---|
| Common Stock | Share | Contributed | Accumulated | to the Owners | Non-Controlling | |||
| Note Ref | Shares | Capital | Surplus | Deficit | of the Company | Interest (Note 21) | Total Equity | |
| Balance at January 1, 2024 | 21,063,575 \$ | 666,394 | \$ 14,020 \$ |
(411,072) \$ | 269,342 \$ | 590 \$ | 269,932 | |
| Dividends paid | - | - | - | (6,323) | (6,323) | - | (6,323) | |
| Share-based compensation | - | - | 177 | - | 177 | - | 177 | |
| Shares issued on vesting of RSUs | 12 | 11,900 | 162 | (182) | - | (20) | - | (20) |
| Shares issued on conversion exercise of shares (NCIB) | - | - | ||||||
| Total earnings and comprehensive earnings | - | - | 5,331 | 5,331 | 135 | 5,466 | ||
| Balance at June 30, 2024 | 21,075,475 | 666,556 | 14,015 | (412,064) | 268,507 | 725 | 269,232 | |
| Dividends paid | - | - | - | (6,320) | (6,320) | - | (6,320) | |
| Share-based compensation | - | - | - | |||||
| Shares issued on vesting of RSUs | 12 | 3,167 | 37 | 1 | - | 38 | - | 38 |
| Shares issued on conversion exercise of shares (NCIB) | 12 | (23,600) | (213) | 76 | - | (137) | - | (137) |
| Total earnings and comprehensive earnings | - | - | - | (2,341) | (2,341) | (946) | (3,287) | |
| Balance, December 31, 2024 | 21,055,042 | 666,380 | 14,092 | (420,725) | 259,747 | (221) | 259,526 | |
| Dividends paid | - | - | - | (6,315) | (6,315) | - | (6,315) | |
| Share-based compensation | - | 65 | - | 65 | - | 65 | ||
| Shares issued on vesting of RSUs | 12 | 15,423 | 200 | (200) | - | - | - | - |
| Shares issued on conversion exercise of shares (NCIB) | (53,200) | (448) | 52 | - | (396) | - | (396) | |
| Total earnings and comprehensive earnings | - | - | - | (8,238) | (8,238) | 102 | (8,136) | |
| Balance at June 30, 2025 | 21,017,265 | 666,132 | 14,009 | (435,278) | 244,863 | (119) | 244,744 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
(expressed in thousands of United States dollars; unaudited)
| Note | Six Months Ended | |||
|---|---|---|---|---|
| Ref | June 30, 2025 | June 30, 2024 | ||
| Net inflow (outflow) of cash related to the following activities | ||||
| Operating | ||||
| Total (loss) earnings and comprehensive earnings attributable to owners of the Company | \$ | (8,238) \$ | 5,331 | |
| Add/(Deduct) items not affecting cash: | ||||
| Non-controlling interests in net earnings of subsidiary | 102 | 135 | ||
| Current and deferred income tax (recovery) | 4,679 | (455) | ||
| Finance costs/interest on debt recognized | 10,939 | 9,524 | ||
| Depreciation and amortization | 15,056 | 14,711 | ||
| Accretion on debt | 11 | 827 | 584 | |
| Accretion recorded as financing cost -extinguishment of debt | 11 | 4,219 | - | |
| Share-based compensation | 155 | 146 | ||
| Unrealized foreign exchange loss (gain) | (0) | 45 | ||
| Tax-equity income | (1,050) | - | ||
| Changes in non-cash working capital: | ||||
| Accounts receivable | 9 | 3 | (1,098) | |
| Prepaid expenses and other assets | 208 | 393 | ||
| Accounts payable and accrued liabilities | (743) | (1,438) | ||
| Interest paid | 11 | (10,357) | (8,555) | |
| Unearned revenue | 431 | (2,345) | ||
| Change in other assets | 300 | 6 | ||
| Net cash flow from operating activities | 16,531 | 16,984 | ||
| Investing | ||||
| Change in restricted cash | - | (46) | ||
| Additions to construction in progress | (196) | (1,821) | ||
| Additions to property, plant and equipment | (146) | (177) | ||
| Business acquisition, net | 4 | (14,665) | - | |
| Net cash flow to investing activities | (15,007) | (2,044) | ||
| Financing | ||||
| Payments for extinguishment of debt | 11 | (5,436) | - | |
| Dividends paid | (6,315) | (6,323) | ||
| Repayment of debt | 11 | (116,300) | (7,864) | |
| Shares repurchase costs | (448) | - | ||
| Payments of the outstanding lease liability | (244) | (239) | ||
| Net cash flow to financing activities | (128,743) | (14,426) | ||
| Net (decrease) increase in cash | (127,219) | 514 | ||
| Cash, beginning of the year | 213,306 | 40,053 | ||
| Cash, end of the period | \$ | 86,087 \$ | 40,567 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Notes to the Condensed Consolidated Interim Financial Statements June 30, 2025 and 2024 (expressed in thousands of United States dollars unless otherwise noted. Unaudited)
The Company was incorporated under the British Columbia Business Corporations Act but completed the endorsement process to continue as an Ontario Corporation on July 5, 2022. The registered office of the Company is located at 7 St. Thomas Street, Suite 606, Toronto, Ontario M5S 2B7.
Polaris Renewable Energy Inc. is engaged in the acquisition, exploration, development, and operation of renewable energy projects in Latin America and the Caribbean.
The Company, through its subsidiaries Polaris Energy Nicaragua, S.A. ("PENSA") and San Jacinto Power International Corporation ("SJPIC"), owns and operates a 82-megawatt ("MW") capacity geothermal facility (the "San Jacinto Project"), located in northwest Nicaragua, near the city of Leon. PENSA entered into the San Jacinto Exploitation Agreement with the Nicaraguan Ministry of Energy and Mines to develop and operate the San Jacinto Project.
Through its subsidiary Empresa de Generación Eléctrica Canchayllo SAC ("EGECSAC"), the Company owns and operates a run-of-river hydroelectric project with a rated capacity of approximately 5 MW located in the Canchayllo district of Peru. Also in Peru, through its subsidiary Generación Andina SAC ("GASAC"), the Company owns and operates two run-of-river hydroelectric projects, with capacity of approximately 8 MW and 20 MW.
The Company, through its subsidiary Emerald Solar Energy SRL ("Emerald"), owns and operates a solar plant, Canoa 1, with 25 MW capacity, located in the Barahona Province, Dominican Republic.
The Company also owns 83.16% of the shares issued and outstanding of Hidroelectrica San Jose de Minas ("HSJM"), a subsidiary that operates a hydroelectric plant with 6 MW capacity, located along the Cubi river in San Jose de Minas, Ecuador.
Through its subsidiary Polaris Renewable Energy S.A, the Company constructed, owns and operates two solar projects located in Vista Hermosa, in the Coclé Province in Panama. The solar projects, named Vista Hermosa Solar Park I and II, have a capacity of approximately 10 MW and began operations in April 2023.
On March 3, 2025, the Company closed on the Equity Capital Contribution Agreement and LLC Agreement with respect to Punta Lima Wind Farm LLC. The operating onshore wind farm with a nameplate capacity of 26 MW is located in the Municipality of Naguabo, Puerto Rico. The transaction was accounted for as a business combination, and it is described in Note 4 below.
These condensed consolidated interim financial statements have been prepared in accordance with IFRS Accounting Standards applicable to the preparation of interim financial statements, under International Accounting Standard 34, Interim Financial Reporting. Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with IFRS Accounting Standards, have been omitted or condensed. Accordingly, the interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2024.
The accounting policies applied in the preparation of these condensed consolidated interim financial statements are consistent with those applied and disclosed in the Company's consolidated financial statements for the year ended December 31, 2024. In particular, the Company's material accounting policies were presented in Note 3: Material Accounting Policies to the consolidated financial statements for the year ended December 31, 2024.
Notes to the Condensed Consolidated Interim Financial Statements June 30, 2025 and 2024 (expressed in thousands of United States dollars unless otherwise noted. Unaudited)
In preparing these condensed consolidated interim financial statements, management has made judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, revenue and expenses. Actual results may differ from these estimates. The critical judgments made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were those applied and disclosed in Note 4: Critical Judgments and Estimation Uncertainties to the Company's consolidated financial statements for the year ended December 31, 2024. In addition to significant judgment in connection with the acquisition completed during the first quarter of the year where management was required to make estimates in determining the purchase price allocation. The purchase price allocation involves estimates of the fair value of identifiable assets acquired and liabilities assumed, including property, plant and equipment, intangible assets, taxequity liability and provisions. These estimates are based on information available as of the acquisition date and are subject to change as additional information becomes available. In accordance with IFRS 3, the Company has a measurement period of up to 12 months from the acquisition date to finalize these estimates. Adjustments to the provisional amounts recognized may be made during this period as new information is obtained about facts and circumstances that existed as of the acquisition date. Sources of estimation uncertainty include estimates to determine the recoverable amount of property, plant and equipment, construction in progress, the valuation of other assets and liabilities, and the determination of the accounting method for a business combinations.
In these condensed consolidated interim financial statements, unless otherwise indicated, all dollar amounts are expressed in United States ("US") dollars, the Company's and its subsidiaries functional and reporting currency.
These condensed consolidated interim financial statements were approved and authorized for issuance by the Board of Directors of the Company (the "Board") on July 30, 2025.
When an entity is acquired, management is required to exercise its judgment to determine whether the transaction constitutes a business combination under IFRS 3, Business Combinations, or an asset acquisition. Management determines that a transaction is defined as a business combination by analyzing the inputs, processes and outputs existing at the moment of closing the transaction.
Business combinations are accounted for using the acquisition method. The consideration transferred by the Company to obtain control of a subsidiary is calculated as the sum of the fair values of assets transferred, liabilities assumed, and the equity instruments issued by the Company, which includes the fair value of any asset or liability arising from a contingent consideration arrangement.
When the Company acquires less than 100% of a controlled subsidiary, the Company elects on a transaction-by-transaction basis, whether to measure non-controlling interest at its fair value or at its proportionate share of the recognized amount of the identifiable net assets, at the acquisition date.
When an Asset Retirement Obligation (ARO) or a decommissioning liability is acquired in a business combination, at the acquisition date, they are recognized at fair value in accordance with IFRS 3, and the related right-of-use (ROU) assets are recognized. Subsequent to initial recognition, ARO is re-measured in accordance with IAS 37, and any changes to the liability are reflected as adjustments to the carrying amount of the related ROU asset. The adjusted ROU asset is depreciated prospectively over the remaining term.
In the case of tax equity financing arrangements where the Company contributes capital in exchange for substantial economic returns in form of cash flows generated by the project, while obtaining operational control, the company also assesses the arrangement in accordance with IFRS 10 – Consolidated Financial
Notes to the Condensed Consolidated Interim Financial Statements June 30, 2025 and 2024 (expressed in thousands of United States dollars unless otherwise noted. Unaudited)
Statements to determine whether it exercises control over the project entity, based on its power to direct the relevant activities and its exposure to variable returns. In this case, the Group consolidates the project entity and accounts for the tax equity investor's interest as a liability in the consolidated financial statements. The Company's share of the profits and losses of the project are allocated in accordance with the contractual terms of the partnership agreement, which may differ from the legal ownership percentages.
The Company classifies its tax equity liability arising from the tax equity structure, as a financial instrument measured at amortized cost. Gain or loss on the tax equity liability (through the partial settlement by delivering non-cash attributes or to a lesser extent through cash distributions) is recognized, net of interest accreted, in the consolidated statements of income (loss).
Acquisition costs are expensed to earnings as incurred. The Company recognizes identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have previously been recognized in the acquiree's financial statements prior to the acquisition. Assets acquired and liabilities assumed are measured at their acquisition-date fair values.
Goodwill is determined after separate recognition of identifiable assets acquired. It is calculated as the excess of the sum of the fair value of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of any existing equity interest in the acquiree over the acquisition-date fair value of identifiable net assets. If the fair values of identifiable net assets exceeds the sum mentioned above, the excess amount (gain on a bargain purchase) is recognized through earnings immediately.
If the business combination is achieved in stages, the acquisition-date carrying amount of the acquirer's previously held interest in the acquiree is re-measured at its acquisition-date fair value with any resulting gain or loss recognized in net earnings (loss).
On March 3, 2025, the Company closed on the Equity Capital Contribution Agreement ("ECCA") and Limited Liability Company Agreement ("LLCA") with respect to Punta Lima Wind Farm LLC ( "PLWF", a wholly owned subsidiary of Santander Bank N.A. "Santander"). PLWF is an operating onshore wind farm with a nameplate capacity of 26.0 MW's located in the Municipality of Naguabo, Puerto Rico. PLWF was reconstructed and recommissioned by Santander and has a 20-year power purchase agreement ("PPA") in place with Puerto Rico Electric Power Authority (PREPA) terminating in March 2044.
Puerto Rico does not operate a spot market for energy. All wind energy producers, including PLWF, sell their output under Power Purchase Agreements with the Puerto Rico Electric Power Authority (PREPA), the sole off-taker on the island through Luma, the entity responsible for transmission and distribution of electricity on the island. Given the limited supply of renewable energy and the regulatory emphasis on clean energy procurement, it is reasonable to expect that a project like PLWF would be able to secure a similar PPA under comparable terms if required. As such, the existing PPA does not confer a distinct economic advantage, and therefore no significant intangible value has been attributed to it in the purchase price allocation.
The transaction has been completed using a tax-equity structure which results in the Company becoming the manager and operator of the Project with a controlling equity interest and Santander retaining a tax equity interest in the Project. Tax equity structures in the U.S.are designed to allocate renewable tax incentives such as investment tax credits ("ITCs") and accelerated tax depreciation to tax equity partners. The structure grants them also the majority of the Project's U.S. taxable earnings along with a small portion of cash flows, while Polaris will receive most of the cash flows and a minimal part of the earnings until a contractually determined point at which the allocations are adjusted (the "Flip Date"). The
Notes to the Condensed Consolidated Interim Financial Statements June 30, 2025 and 2024 (expressed in thousands of United States dollars unless otherwise noted. Unaudited)
Company anticipates the Flip Date will happen in 2029. Subsequent to the Flip Date the majority of the Project's taxable earnings and cash flows are allocated to Polaris.
The total equity contribution of \$20 million from Polaris had the following payment schedule: \$15 million on March 3, 2025, the Closing Date, and \$5 million on December 3, 2025, recorded as deferred consideration payable (fair market value (FMV) of \$4,780.5 using a 6.2% discount rate on acquisition date) on the balance sheet.
The acquisition has been accounted for as a business combination in accordance with IFRS 3 - Business Combinations, using the acquisition method whereby the assets acquired and liabilities assumed are recorded at fair value. The allocation of the purchase price was established based on fair values of assets acquired and liabilities assumed as at acquisition date, summarized as follows:
| Fair Value allocation as at March 3, 2025 |
||
|---|---|---|
| Consideration | \$ 19,780 |
|
| Identifiable assets acquired: | ||
| Cash | 335 | |
| Receivables and other assets | 1,788 | |
| Prepaids | 185 | |
| Property, plant and equipment | 24,551 | |
| Right of use asset | 560 | |
| Total assets acquired | \$ 27,419 |
|
| Less liabilities assumed: | ||
| Accounts payable and accrued liabilities | (551) | |
| Decommissioning Liability | (560) | |
| Deferred tax liability | (756) | |
| Total liabilities assumed | \$ (1,867) |
|
| Tax Equity Liability (Class A + C Units) | (6,528) | |
| Net assets acquired | \$ 19,024 |
|
| Goodwill | \$ 756 |
The trade and other receivables acquired as part of the acquisition with a fair value of \$1,788 have been collected.
Punta Lima Wind Farm has in place three long-term land leases under one consolidated arrangement. However, because the lease payments under this arrangement are variable in nature, based on land use and revenue generated, the arrangement does not meet the recognition criteria under IFRS 16 Leases. As such, payments will be expensed in the statement of operations and comprehensive earnings in the period the related activity occurs.
In addition, the lease agreement includes a decommissioning obligation requiring the removal of certain wind turbines at the end of the lease term. Its discounted value was calculated using a risk free rate of 3.8%. As at the reporting date, the liability is recognized at \$1.7 million on the statement of financial position, while its fair market value is estimated at \$1.4 million.
The Company recognized a tax equity liability representing the present value of estimated future cash distributions and tax benefits to be provided to the tax equity partners under the terms of the ECCA and the LLCA. This liability reflects the expected allocation of returns to the investor based on the projected performance of the project and applicable tax attributes until the Flip Date. At that time, the tax equity financing will be classified as a non-controlling interest. At all times, both before and after the projects' flip point, the Polaris retains control over PLWF.
Notes to the Condensed Consolidated Interim Financial Statements June 30, 2025 and 2024 (expressed in thousands of United States dollars unless otherwise noted. Unaudited)
Transaction costs related to due diligence fees, legal costs and other professional fees of \$370 were incurred in relation to the acquisition and were expensed as Other Operating Costs in the Consolidated Statements of Operations and Comprehensive Earnings throughout H2 2024 and Q1 2025.
Upon final determination of fair values as at the acquisition date, the Company expects that some balance sheet items such as Property, plant and equipment, Assumed liabilities and Deferred tax liability would change and therefore may result in changes to the Goodwill amount preliminarily recognized as of March 31, 2025. Furthermore, the final recognition of the business combination could differ from amounts presented and could also result in favourable or unfavourable impacts, among others, on the currently recorded amortization and income tax expenses. These changes would be recorded retrospectively as at the acquisition date.
The Company currently operates in six reportable operating segments:
The Company has designated its Chief Executive Officer as the chief operating decision maker, who evaluates the performance of the Company's reportable operating segments and makes recommendations to the Board to allocate available resources based on various criteria, including the availability of proven resources, costs of development, availability of financing, actual and expected financial performance, and existing debt covenants.
The reported segment earnings, including revenue and expenses, as well as assets and liabilities are presented below. Corporate represent expenses, assets and liabilities for Canada, not related to the Company's reportable operating segments.
Notes to the Condensed Consolidated Interim Financial Statements
June 30, 2025 and 2024
(expressed in thousands of United States dollars unless otherwise noted. Unaudited)
| Assets and liabilities | As at June 30, 2025 | As at December 31, 2024 |
|---|---|---|
| Corporate | \$ 78,495 \$ |
200,265 |
| Nicaragua | 250,524 | 275,288 |
| Peru | 98,557 | 94,961 |
| Dominican Republic | 61,053 | 61,819 |
| Puerto Rico | 30,987 | - |
| Ecuador | 20,190 | 19,786 |
| Panama | 9,788 | 9,985 |
| Total assets | \$ 549,594 \$ |
662,104 |
| Corporate | \$ 3,792 \$ |
4,137 |
| Nicaragua | 240,811 | 252,442 |
| Peru | 88,982 | 89,396 |
| Dominican Republic | 57,195 | 58,197 |
| Puerto Rico | 26,633 | - |
| Ecuador | 18,387 | 18,797 |
| Panama | 10,392 | 10,572 |
| Total non-current assets | \$ 446,192 \$ |
433,541 |
| Corporate | \$ 181,728 \$ |
172,718 |
| Nicaragua | 53,925 | 137,359 |
| Peru | 26,434 | 48,562 |
| Dominican Republic | 38,505 | 39,049 |
| Puerto Rico | 2,990 | - |
| Ecuador | 992 | 4,465 |
| Panama | 276 | 425 |
| Total liabilities | \$ 304,850 \$ |
402,578 |
Notes to the Condensed Consolidated Interim Financial Statements
June 30, 2025 and 2024
(expressed in thousands of United States dollars unless otherwise noted. Unaudited)
| Dominican | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nicaragua | Peru | Republic | Puerto Rico | Ecuador | Panama | Corporate | Total | |||||||||
| For the Three Months Ended June 30, | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
| Revenue | ||||||||||||||||
| Power revenue | \$ 12,331 \$ | 12,682 | \$ 3,323 \$ | 2,513 | \$ 2,078 \$ | 1,917 | \$ 2,657 \$ | - | \$ 991 \$ |
879 | \$ 262 \$ |
711 | \$ - \$ |
- | \$ 21,642 \$ | 18,702 |
| Carbon credits | - | - | - | - | ||||||||||||
| Direct costs | ||||||||||||||||
| Direct costs | (1,745) | (1,963) | (862) | (1,021) | (402) | (348) | (869) | - | (184) | (106) | (162) | (152) | 1 | (26) | (4,223) | (3,616) |
| Depreciation and amortization of plant | ||||||||||||||||
| assets | (5,696) | (5,770) | (658) | (659) | (551) | (729) | (365) | - | (179) | (183) | (125) | (134) | - | 158 | (7,574) | (7,317) |
| General and administrative expenses | (246) | (289) | (114) | (120) | (74) | (57) | (49) | - | (51) | (70) | (12) | (37) | (1,446) | (1,293) | (1,992) | (1,866) |
| Impairment loss | - | - | - | - | - | - | - | - | - | - | - | |||||
| Other operating costs | - | - | - | - | - | - | - | - | - | - | - | - | (30) | (2) | (30) | (2) |
| Operating income | 4,644 | 4,660 | 1,689 | 713 | 1,051 | 783 | 1,374 | - | 577 | 520 | (37) | 388 | (1,475) | (1,163) | 7,823 | 5,901 |
| Interest income | 8 | 235 | 2 | 22 | 24 | 15 | - | - | 3 | - | 1 | 1 | 720 | 206 | 758 | 479 |
| Tax-equity income | 1,051 | - | 1,051 | — | ||||||||||||
| Finance costs | (1,846) | (3,182) | (580) | (1,189) | (648) | (660) | - | - | (110) | (111) | (1) | (1) | (2,640) | (26) | (5,825) | (5,169) |
| Other (loses) gains | - | (65) | 1 | (62) | 12 | (18) | (115) | - | (41) | (1) | - | - | 93 | 524 | (50) | 378 |
| Earnings (loss) and comprehensive | ||||||||||||||||
| earnings (loss) before income taxes | 2,806 | 1,648 | 1,112 | (516) | 439 | 120 | 2,310 | - | 429 | 408 | (37) | 388 | (3,302) | (459) | 3,757 | 1,589 |
| Current Income Tax (expense) | (2,173) | (804) | (47) | 19 | (154) | (252) | - | - | - | (31) | - | (1) | (313) | 2 | (2,687) | (1,067) |
| Deferred Income Tax recovery (expense) | 683 | 13 | 422 | 471 | 99 | 91 | - | - | - | - | - | - | (1) | (39) | 1,203 | 536 |
| Total earnings (loss) and comprehensive | ||||||||||||||||
| earnings (loss) | \$ 1,316 \$ |
857 | \$ 1,487 \$ | (26) \$ |
384 \$ | (41) | \$ 2,310 \$ | - | \$ 429 \$ |
377 | \$ (37) \$ |
387 | \$ (3,616) \$ | (496) | \$ 2,273 \$ | 1,058 |
Notes to the Condensed Consolidated Interim Financial Statements
June 30, 2025 and 2024
(expressed in thousands of United States dollars unless otherwise noted. Unaudited)
| Dominican | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nicaragua | Peru | Republic | Puerto Rico | Ecuador | Panama | Corporate | Total | |||||||||
| For the Six Months Ended June 30, | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
| Revenue | ||||||||||||||||
| Power revenue | \$ 25,055 \$ | 25,800 | \$ 6,877 \$ | 6,548 | \$ 4,214 \$ | 3,824 | \$ 3,187 \$ | - | \$ 1,927 \$ | 1,677 | 642 \$ \$ |
1,485 | - | - | \$ 41,902 \$ | 39,334 |
| Carbon emission reduction credits | ||||||||||||||||
| revenue | 27 | - | 27 \$ | - | ||||||||||||
| Direct costs | ||||||||||||||||
| Direct costs | (3,474) | (3,721) | (1,639) | (1,853) | (782) | (675) | (1,082) | - | (309) | (214) | (291) | (276) | (3) | - | (7,580) | (6,739) |
| Depreciation and amortization of plant | ||||||||||||||||
| assets | (11,394) | (11,475) | (1,314) | (1,381) | (1,102) | (1,140) | (476) | - | (356) | (363) | (249) | (244) | (1) | - | (14,892) | (14,603) |
| General and administrative expenses | (542) | (600) | (230) | (244) | (147) | (106) | (168) | - | (170) | (194) | (63) | (62) | (2,487) | (2,458) | (3,807) | (3,664) |
| Impairment loss | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |
| Other operating costs | - | - | - | - | - | - | (10) | - | - | - | - | - | (163) | (3) | (173) | (3) |
| Operating income | 9,645 | 10,004 | 3,694 | 3,070 | 2,183 | 1,903 | 1,451 | - | 1,092 | 906 | 39 | 903 | (2,627) | (2,461) | 15,477 | 14,325 |
| - | - | - | - | - | - | |||||||||||
| Interest income | 80 | 477 | 2 | 22 | 42 | 29 | - | - | 3 | - | 1 | 2 | 1,667 | 427 | 1,795 | 957 |
| Tax-equity income (1) | 1,051 | - | 1,051 | - | ||||||||||||
| Finance costs | (11,169) | (6,445) | (3,704) | (2,394) | (1,292) | (1,324) | - | - | (249) | (223) | (2) | (2) | (5,293) | (32) | (21,709) | (10,420) |
| Other (losses) gains | — | (66) | (1) | (40) | 6 | (35) | (142) | - | (41) | (3) | - | (2) | 107 | 295 | (71) | 149 |
| Earnings (loss) and comprehensive | ||||||||||||||||
| earnings (loss) before income taxes | (1,444) | 3,970 | (9) | 658 | 939 | 573 | 2,360 | - | 805 | 680 | 38 | 901 | (6,146) | (1,771) | (3,457) | 5,011 |
| - | - | - | - | - | - | |||||||||||
| Current Income Tax (expense) | (3,744) | (804) | (88) | - | (400) | (470) | - | - | - | (31) | (3) | - | (610) | - | (4,845) | (1,305) |
| Deferred Income Tax recovery (expense) | (776) | 775 | 843 | 893 | 99 | 92 | - | - | - | - | - | - | - | - | 166 | 1,760 |
| - | - | - | - | - | - | - | ||||||||||
| Total earnings (loss) and | ||||||||||||||||
| comprehensive earnings (loss) | \$ (5,964) \$ | 3,941 \$ | 746 \$ 1,551 \$ | 638 \$ | 195 | \$ 2,360 \$ | - | 805 \$ \$ |
649 | 35 \$ \$ |
901 | \$ (6,756) \$ | (1,771) | \$ (8,136) \$ | 5,466 |
Notes to the Condensed Consolidated Interim Financial Statements June 30, 2025 and 2024 (expressed in thousands of United States dollars unless otherwise noted. Unaudited)
Revenue by project is summarized in the following table:
| Six Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | ||||||||||
| Project | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||
| Canada | ||||||||||
| Carbon Credits | \$ - |
\$ | - | \$ | 27 \$ | - | ||||
| Nicaragua (i) | ||||||||||
| San Jacinto (Geothermal) | \$ 12,331 |
\$ | 12,682 | 25,055 | 25,800 | |||||
| Peru (ii) | ||||||||||
| Generación Andina (Hydroelectric) | 2,886 | 2,244 | 6,019 | 5,884 | ||||||
| Canchayllo (Hydroelectric) | 437 | 269 | 858 | 664 | ||||||
| Dominican Republic (iii) | ||||||||||
| Canoa 1 (Solar) | 2,078 | 1,917 | 4,214 | 3,824 | ||||||
| Ecuador (iv) | ||||||||||
| San Jose de Minas (Hydroelectric) | 991 | 879 | 1,927 | 1,677 | ||||||
| Panama (v) | ||||||||||
| Vista Hermosa (Solar) | 262 | 711 | 642 | 1,485 | ||||||
| Puerto Rico (vi) | ||||||||||
| Punt Lima (Wind) | 2,657 | - | 3,187 | - | ||||||
| Total power revenue | 21,642 | 18,702 | 41,902 | 39,334 | ||||||
| Total revenue | \$ 21,642 \$ - \$ |
18,702 | \$ | 41,929 \$ | 39,334 |
(i) San Jacinto plant sells energy to two Nicaraguan power distributors Distribuidora De Electricidad del Norte, S.A. ("Disnorte") and Distribuidora De Electricidad del Sur, S.A. ("Dissur").
(ii) For Peru, under the terms of the PPAs, the Company bills at the spot rate for current energy generation. The difference between the spot rate and the PPA rate (plus an effective annual interest rate of 12%) is calculated annually each May for the previous 12 months and is paid evenly over the following 12 months.
(iii) In the Dominican Republic, the energy is sold to the power distributor Empresa Distribuidora de Electricidad del Sur ("EDESUR")
(iv) For Ecuador, under the terms of the PPA, the energy is delivered to the national grid and the Company bills to various clients as per regulator's monthly publication of payment settlement.
(v) In Panama, energy is sold at spot rate.
(vi) Punta Lima Wind Farm sells energy to Puerto Rico Electric Power Authority.
The Company has determined that it has one performance obligation which is the delivery of electricity to its customers. There is no revenue recognized from unfulfilled performance obligations. Note 9 to these condensed consolidated interim financial statements provides details on the Company's contract balances and terms related to this revenue.
Notes to the Condensed Consolidated Interim Financial Statements June 30, 2025 and 2024
(expressed in thousands of United States dollars unless otherwise noted. Unaudited)
| Three Months Ended | Six Months Ended | |||||
|---|---|---|---|---|---|---|
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||
| Direct costs other than amortization: | ||||||
| Employee costs | 1,673 | 1,460 | 3,017 | 2,726 | ||
| General liability insurance | 1,019 | 753 | 1,983 | 1,502 | ||
| Land, building and other Municipal and Federal | ||||||
| Taxes | 620 | 621 | 1,157 | 1,133 | ||
| Maintenance | 719 | 590 | 1,034 | 978 | ||
| Other direct costs | 192 | 192 | 389 | 400 | ||
| 4,223 | 3,616 | 7,580 | 6,739 | |||
| Depreciation and amortization | \$ 7,574 \$ |
7,317 \$ | 14,892 \$ | 14,603 | ||
| Direct Costs | \$ 11,797 \$ |
10,933 \$ | 22,472 \$ | 21,342 |
| Three Months Ended June 30, |
June 30, | Six Months Ended | ||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | June 30, 2025 | June 30, 2024 | |||||
| Salaries and benefits | \$ 930 \$ |
874 | \$ 1,791 \$ |
1,821 | ||||
| Share-based compensation | 73 | 101 | 114 | 132 | ||||
| Facilities and support | 325 | 381 | 577 | 621 | ||||
| Professional fees | 721 | 376 | 1,150 | 759 | ||||
| Insurance | 33 | 43 | 75 | 88 | ||||
| Depreciation of other assets | 106 | 46 | 164 | 107 | ||||
| Other general and administrative expenses | (196) | 45 | (64) | 136 | ||||
| \$ 1,992 \$ |
1,866 | \$ 3,807 \$ |
3,664 |
| Three Months Ended | Six Months Ended | |||||
|---|---|---|---|---|---|---|
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||
| Interest on debt | \$ 5,161 \$ |
4,550 \$ | 10,826 \$ | 9,369 | ||
| Accretion on debt and other liabilities-including debt extinguishment |
452 | 290 | 10,503 | 584 | ||
| Banking fees and other finance costs | 213 | 329 | 380 | 467 | ||
| \$ 5,826 \$ |
5,169 \$ | 21,709 \$ | 10,420 |
Notes to the Condensed Consolidated Interim Financial Statements
June 30, 2025 and 2024
(expressed in thousands of United States dollars unless otherwise noted. Unaudited)
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| Nicaragua (i) | ||
| San Jacinto (Geothermal) | \$ 8,904 \$ |
9,429 |
| Peru (ii) | ||
| Generación Andina (Hydroelectric) | 6 | 179 |
| Canchayllo (Hydroelectric) | 4 | 5 |
| Dominican Republic (iii) | ||
| Canoa 1 (Solar) | 1,360 | 1,161 |
| Ecuador (iv) | ||
| San Jose de Minas (Hydroelectric) | 714 | 383 |
| Panama (v) | ||
| Vista Hermosa I (Solar) | 63 | 61 |
| Vista Hermosa II (Solar) | 61 | 61 |
| Puerto Rico (vi) | ||
| Punta Lima Wind Farm | 1,952 | - |
| \$ 13,064 \$ |
11,279 |
(i) The balance is comprised of amounts due by Disnorte and Dissur, whith 45 days payment term from invoice date. (ii) The average credit period granted to customers is 30 days from the invoice date.
(iii) The balance is due by EDESUR and has a credit period of 30 days from the issuance of the invoice (Note 6).
(iv) The average credit period granted to customers is 40 days from invoice date.
(v) The balance has a credit period of 15 days from the issuance of the invoice
(vi) The balance is due by Puerto Rico Electric Power Authority, which have 47 days payment term from invoice date.
The Company assessed the risk of credit losses for its accounts receivable and concluded it is immaterial, therefore it has not recorded a loss allowance (Note 14 (b) Credit Risk).
The following is a summary of the activity related to the Company's PP&E:
| December 31, | 2025 | 2025 | ||
|---|---|---|---|---|
| 2024 | Acquisitions | Activity | June 30, 2025 | |
| San Jacinto geothermal project | \$ 547,847 |
\$ | (791) \$ | 547,056 |
| Generación Andina hydroelectric projects | 64,913 | 24 | 64,937 | |
| Canchayllo hydroelectric project | 10,418 | 15 | 10,433 | |
| Canoa 1 solar project | 37,364 | 83 | 37,447 | |
| Vista Hermosa Solar Park, I and II | 11,274 | 68 | 11,342 | |
| Punta Lima Wind Farm | - | 25,827 | - | 25,827 |
| Accumulated depreciation | (325,252) | (1,275) | (12,564) | (339,091) |
| Capital spares | 6,113 | (143) | 5,970 | |
| \$ 352,677 \$ |
24,552 \$ | (13,308) \$ | 363,921 |
PP&E assets currently in operation are being depreciated on a straight-line basis over the remaining term of their estimated useful lives.
Notes to the Condensed Consolidated Interim Financial Statements June 30, 2025 and 2024 (expressed in thousands of United States dollars unless otherwise noted. Unaudited)
| Green Bond |
San Jacinto Debt |
Generación Andina Debt |
APG Debt | Canoa 1 Debt |
HSJM Debt |
Long term debt, net |
Tax Equity Laibility |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loans and other borrowings – | |||||||||||||
| December 31, 2024 | \$ 169,021 \$ | 84,305 \$ | 19,044 \$ | 22,295 \$ | 30,218 \$ | 3,466 \$ 328,349 \$ | - \$ 328,349 | ||||||
| Proceeds from financing | \$ - |
\$ | - \$ 6,528 | 6,528 | |||||||||
| Accrued interest expense | - | - | 810 | - | - | - | 810 | - | 810 | ||||
| Deferred transaction costs | 2,774 | - | 1,445 | - | - | 4,219 | - | 4,219 | |||||
| Accretion of deferred transaction | |||||||||||||
| costs and debt discount | 601 | 21 | - | 10 | 79 | - | 711 | 22 | 733 | ||||
| Non-cash settlement | (1,050) | (1,050) | |||||||||||
| Repayments of debt principal | - | (87,100) | (1,040) | (23,750) | (944) | (3,466) (116,300) | - | (116,300) | |||||
| Loans and other borrowings – | |||||||||||||
| June 30, 2025 | \$ 169,622 \$ | - \$ | 18,814 \$ | - \$ | 29,353 \$ | - \$ 217,789 \$ 5,500 \$ 223,289 | |||||||
| Current | \$ | - \$ | - \$ | 2,102 \$ | - \$ | 1,834 \$ | - \$ | 3,936 \$ | - \$ | 3,936 | |||
| Non-current | 169,622 | - | 16,712 | - | 27,519 | - | 213,853 | 5,500 | 219,353 | ||||
| Unamortized debt discount | 5,378 | - | 14,951 | - | 1,060 | - | 21,389 | - | 21,389 | ||||
| Principal balance | \$ 175,000 \$ | - \$ | 33,765 \$ | - \$ | 30,413 \$ | - \$ 239,178 \$ 5,500 \$ 244,678 | |||||||
| Fair value as of June 30,2025 (i) | 174,758 | - | 17,316 | - | 27,963 | - | 45,279 | - | 45,279 | ||||
| 9.5% | No | 7.00% | |||||||||||
| Annual Interest rate | (fixed) | interest | (fixed) | ||||||||||
| Maturity dates | 12/3/2029 | 6/15/2038 | 9/30/2037 |
(i) Fair value is calculated based on discounted future cash flow of debt service using average rate, published by the Central bank in each country the debt is held, for similar financial instruments.
Notes to the Condensed Consolidated Interim Financial Statements
June 30, 2025 and 2024
(expressed in thousands of United States dollars unless otherwise noted. Unaudited)
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |
| San Jacinto Debt Facility | ||||
| Interest paid & recorded as financing cost | - | 2,940 | 434 | 5,967 |
| Accretion recorded as financing cost | - | 137 | 21 | 277 |
| Accretion recorded as financing cost -extinguishment of debt | - | - | 2,774 | - |
| Generación Andina Debt | ||||
| Interest paid & recorded as financing cost | 409 | 417 | 809 | 827 |
| APG Debt | ||||
| Interest paid & recorded as financing cost | - | 553 | 46 | 1,099 |
| Accretion recorded as financing cost | - | 112 | 10 | 224 |
| Accretion recorded as financing cost -extinguishment of debt | 1,445 | |||
| Green Bond | ||||
| Interest payable & recorded as financing cost | 4,157 | - | 8,313 | - |
| Accretion recorded as financing cost | 302 | - | 601 | - |
| Canoa Debt | ||||
| Interest paid & recorded as financing cost | 547 | 576 | 1,096 | 1,160 |
| Accretion recorded as financing cost | 39 | 41 | 79 | 83 |
| SJM Debt | ||||
| Interest paid & recorded as financing cost | - | 105 | 35 | 211 |
| PLW | ||||
| Accretion tax equity & deferred consideration | 111 | - | 137 | - |
| Other | ||||
| Interest paid & recorded as financing cost | 48 | (41) | 93 | 105 |
| Total | 5,613 | 4,840 | 15,893 | 9,953 |
| Interest recorded as financing cost | 5,161 \$ \$ |
4,550 \$ | 10,826 \$ | 9,369 |
| Accretion recorded as financing cost | 452 | 290 | 848 | 584 |
| Accretion recorded as financing cost -extinguishment of debt | - | - | 4,219 | - |
| Prepayment premium | - | - | 5,436 | - |
| Bank fee | 213 | 329 | 380 | 467 |
| Total | 5,826 | 5,169 | 21,709 | 10,420 |
In January 2025 the Company settled four (4) of its outstanding debts. The early settlement was part of the terms and purpose of the \$175 million Green Bonds issued on December 3, 2024 and part of the Company's debt optimization strategy to reduce borrowing costs and better align debt re-payment to PPA terms.
The early settlements were executed through the repayment of the outstanding principal amounts, plus accrued interest and a prepayment penalty, in accordance with the debt agreements.
| San Jacinto Credit Agreement |
APG Credit Agreement |
HSJM Credit Agreement 1 |
HSJM Credit Agreement 2 |
Total | |
|---|---|---|---|---|---|
| Date of debt repayment in full | 1/15/2025 | 1/08/2025 | 1/08/2025 | 1/08/2025 | |
| Outstanding principal amount | 87,100 | 23,750 | 1,917 | 1,473 | 114,240 |
| Accrued interest | 869 | 46 | 5 | 30 | 950 |
| Premium for extinguishment of debt | 4,248 | 1,188 | - | - | 5,436 |
| Total paid | \$ 92,217 \$ |
24,984 \$ | 1,922 \$ | 1,503 \$ | 120,626 |
| Debt carrying amount | 84,326 | 22,322 | 1,917 | 1,473 | 110,038 |
On December 3, 2024, the Company closed a private placement of USD 175 million senior secured green bonds. The Green Bonds have a tenor of five years and a fixed coupon rate of 9.5% percent per annum, with interest payable in semi-annual installments. The Green Bonds includes a tap feature, allowing the Company to access up to an additional \$50 million in funding for potential future uses.
Under the terms of the Green Bonds, the Company is required to comply with the following financial covenants at the end of each interim and annual reporting period:
June 30, 2025 and 2024
(expressed in thousands of United States dollars unless otherwise noted. Unaudited)
As of June 30, 2025, the Company is in line with all the covenants related to this Credit Agreement and there is no indication that it may have difficulties complying with the covenants when they will be tested at the end of the next reporting period.
As at June 30, 2025, the Generación Andina ("GASAC") loans bear no interest. No interest will be charged during the life of the loan, except for default interest on any overdue amount. The termination date of the loan is June 15, 2038. The loan is payable in 36 semi-annual installments, ending June 15, 2038. As of June 30, 2025, the Company is compliant with all the covenants required under the APG Credit Agreement.
Under the terms of the agreement, which has a carrying amount of \$18,814 (2024-\$19,044) GASAC is required to comply with the following financial covenants at the end of each interim and annual reporting period:
• Debt Service Coverage Ratio (>1.1:1)
As of June 30, 2025, GASAC is in line with all the covenants related to this Credit Agreement and there is no indication that it may have difficulties complying with the covenants when they will be tested at the end of the next reporting period.
The Canoa 1 loan has a term of 17 years, a 7% fixed interest rate, and requires quarterly payments of principal and interest.
Under the terms of the agreement, which has a carrying amount of \$29,353 (2024-\$30,218) Emerald is required to comply with the following financial covenants at the end of each interim and annual reporting period:
As of June 30, 2025, Emerald is compliant with all the covenants related to this Credit Agreement and there is no indication that it may have difficulties complying with the covenants when they will be tested at the end of the next reporting period.
| Number of Shares Authorized, Issued and Fully Paid |
Number of Shares Reserved for Issue Under LTIP (RSU.DSU) |
Number of Shares Reserved for Issue Under Stock Options (Exercisable) |
||
|---|---|---|---|---|
| Balance at January 1, 2024 | 21,063,575 | 200,000 | 110,000 | |
| Shares issued in connection with RSUs vested | 11,900 | (11,900) | ||
| Stock options vested | - | - | 10,000 | |
| Repurchase and cancellation of shares (NCIB)(1) | - | - | - | |
| Balance at June 30, 2024 | 21,075,475 | 188,100 | 120,000 | |
| Shares issued in connection with RSUs vested | 3,167 | (3,167) | - | |
| Stock options vested | - | - | 47,943 | |
| Repurchase and cancellation of shares (NCIB)(1) | (23,600) | - | - | |
| Balance at December 31, 2024 | 21,055,042 | 184,933 | 167,943 | |
| Shares issued in connection with RSUs vested | 15,423 | (15,423) | - | |
| Stock options vested | - | - | 13,090 | |
| Repurchase and cancellation of shares (NCIB)(1) | (53,200) | - | - | |
| Balance at June 30,2025 | 21,017,265 | 169,510 | 181,033 |
(i) During the year ended December 31, 2024, the Company purchased and cancelled 23,600 shares under its NCIB program. During the six months ended June 30, 2025 the Company purchased and cancelled 53,200 shares under its NCIB program.
June 30, 2025 and 2024
(expressed in thousands of United States dollars unless otherwise noted. Unaudited)
(ii) On February 9, 2025, the Company granted 22,233 RSUs to certain employees, with a three years vesting period. On February 1 and 12, 2025, tranches of 10,900 and 4,523 RSUs, respectively, vested. Upon vesting, the same number of common shares were issued to the eligible participants.
The Company's Omnibus Long-Term Incentive Plan (the "LTIP") adopted in June 2012 and most recently amended and approved in June 2024, provides that stock options may be granted to directors, senior officers, employees and consultants of the Company or any of its affiliates and employees of management companies engaged by the Company. The LTIP was amended to convert the limit on the number of common shares in the capital of the Corporation issuable under the Omnibus Plan, from a rolling limit of 7.5% of the issued and outstanding Common Shares to a fixed number of 1,000,000 Common Shares (representing 4.7% of the issued and outstanding shares as of the amendment date). Options granted under the LTIP are for a contractual term not to exceed five years from the date of their grant, and vesting is determined by the Company's Board.
The table below summarizes the information related to stock options outstanding and exercisable as at June 30, 2025:
| Outstanding Options | Exercisable Options | |||||
|---|---|---|---|---|---|---|
| Weighted Average | ||||||
| Number of Options |
Remaining Contractual Life |
Weighted Average Exercise Price |
Number of Options |
Weighted Average Exercise Price |
||
| Range \$CDN | Outstanding | (Years) | (\$CDN) | Outstanding | (\$CDN) | |
| 0.00 - 99.99 | 223,099 | 1.79 \$ | 17.28 | 181,033 \$ | 17.92 |
There has been no stock options granted during 2025. For the periods ended June 30, 2025 and 2024, the Company recognized shared-based compensation expense associated with options, with a corresponding increase in contributed surplus, of \$0.1 million.
On February 9, 2025, the Company granted 22,233 RSUs to certain officers, with a three year vesting period starting on the first anniversary of the grant.
| Number of RSUs Outstanding |
|
|---|---|
| Balance at January 1, 2024 | 43,703 |
| RSU vested | (11,900) |
| RSUs awarded | 13,570 |
| Balance at June 30, 2024 | 45,373 |
| RSU vested | (3,768) |
| Balance at December 31, 2024 | 41,605 |
| RSUs vested | (15,423) |
| RSUs awarded | 22,233 |
| Balance at June 30,2025 | 48,415 |
| Number of DSUs Outstanding |
Fair Value of DSU's end of period |
|
|---|---|---|
| Balance at January 1, 2024 | 22,623 \$ | 226 |
| DSUs awarded in lieu of Directors Fees | 1,950 | |
| Dividend reinvestment DSUs | 788 | |
| Balance at June 30, 2024 | 25,361 \$ | 216 |
| DSUs awarded in lieu of Directors Fees | 6,390 | |
| Dividend reinvestment DSUs | 994 | |
| Balance at December 31, 2024 | 32,745 \$ | 303 |
| DSUs awarded in lieu of Directors Fees | 4,811 | |
| Dividend reinvestment DSUs | 1,150 | |
| Balance at June 30,2025 | 38,706 \$ | 341 |
Notes to the Condensed Consolidated Interim Financial Statements
June 30, 2025 and 2024
(expressed in thousands of United States dollars unless otherwise noted. Unaudited)
The following table summarizes the common shares used in calculating net loss per common share. Basic and diluted weighted average number of shares outstanding includes RSUs and DSUs issued by the Company. Stock options have anti-dilutive effect in the calculation of earnings per share and therefore not included.
| Three Months Ended | Six Months Ended | ||||||
|---|---|---|---|---|---|---|---|
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||
| Total earnings attributable to owners of the Company | \$ | 2,203 \$ | 985 \$ | (8,238) \$ | 5,331 | ||
| Basic weighted average number of shares outstanding | 21,069,930 | 21,100,835 | 21,079,619 | 21,099,901 | |||
| Basic earnings per share | \$ | 0.10 \$ | 0.05 \$ | (0.39) \$ | 0.25 |
| Three Months Ended | Six Months Ended | |||||
|---|---|---|---|---|---|---|
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||
| Total earnings attributable to owners of the Company | \$ 2,203 \$ |
985 \$ | (8,238) \$ | 5,331 | ||
| Diluted weighted average number of shares outstanding | 21,118,272 | 21,132,638 | 21,128,406 | 21,142,717 | ||
| Diluted earnings per share | \$ 0.10 \$ |
0.05 \$ | (0.39) \$ | 0.25 |
IFRS Accounting Standards requires disclosure about the inputs to fair value measurements, including their classification within a hierarchy that prioritizes the inputs to fair value measurement. The following are the three levels of the fair value hierarchy:
As at June 30, 2025, the carrying amounts of accounts receivable, restricted cash, accounts payable and accrued liabilities which are measured at their amortized cost are considered similar to their fair value or approximate fair value due to their short-term maturity.
The fair value of the long-term debt is disclosed in note 11. The fair value of the tax-equity liability resulting from the acquisition of the operation in Puerto Rico, is disclosed in note 4.
The Company is exposed to financial risks arising from its financial assets and liabilities. The financial risks include principally market risks relating to foreign exchange rates and to a lesser extent interest rates and commodity prices.
The Company operates internationally and is exposed to risks from changes in foreign currency rates. The functional currency of the Company is the US dollar and currently most of the Company's transactions are denominated in US dollars. Further, the Company translates significant amounts received in local currency to US dollars immediately. As at June 30, 2025 and December 31, 2024, the Company had cash and accounts payable of CDN\$171,100 and CDN\$(178,169), respectively. The Company determined that a 10% change in the Canadian dollar against the US dollar would have impacted total earnings and comprehensive earnings by \$0.0 million for the period ended June 30, 2025.
As at June 30, 2025, and December 31, 2024, the Company had current assets and accounts payable of PEN\$2,308,144 and PEN\$4,383,433 respectively held in its Peruvian subsidiaries. The Company determined that a 10% change in the Peruvian Soles against the US dollar would have impacted total earnings and comprehensive earnings by \$0.1 million for the period ended June 30, 2025.
Notes to the Condensed Consolidated Interim Financial Statements June 30, 2025 and 2024
(expressed in thousands of United States dollars unless otherwise noted. Unaudited)
As at June 30, 2025, and December 31, 2024, the Company had cash, current assets and accounts payable of DOP\$45,544,774 and DOP\$36,053,339 respectively held in its Dominican Republic subsidiaries. The Company determined that a 10% change in the Dominican Republic peso against the US dollar would have impacted total earnings and comprehensive earnings by 0.1 million for the period ended June 30, 2025.
The Company does not enter into any foreign exchange contracts to mitigate this risk.
The Company's commodities mainly consist of power produced. The Company is not exposed to commodity price risk with respect to the power it produces as 98% of power currently produced is sold under the terms of a PPA which establishes a fixed price and escalator.
As of June 30, 2025, the Company has no financial instrument with variable interest rate.
The Company is exposed to credit risk with respect to amounts receivable from its customers. Credit risk is the potential loss from the customer failing to perform payment of the amount receivable, defined in the invoice. The Company manages credit risk with policies and procedures for customer analysis, exposure measurement, and exposure monitoring and mitigation.
The Company considers that "default" may occur when the account receivable balance is 180 days past due, from the date of payment stated in the invoice.
Once a balance receivable has been identified as in default, the Company assesses the alternatives to recover such balances, with reasonable effort. If the Company concludes the balances cannot be recovered, the amounts are then written-off.
In estimating expected credit losses on trade receivables, the Company has estimated the probability of default is 0.1% based on the Company's historical default rates, as the Company does not expect these rates to significantly increase in the future. Historically, the Company has not suffered losses for balances identified as in default and does not expect to incur significant losses in the future due to the nature of its customers (distribution utilities). The Company applies the simplified approach to assess expected credit losses for trade receivables, whereby the loss allowance for the account receivable is measured at an amount equal to the lifetime expected credit losses. The Company shall recognize in the statements of earnings, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.
From the credit risk assessment performed during the period, the Company has concluded that exposure to credit risk related to the amounts receivable from customers is not material, as of June 30, 2025.
The Company is also exposed to credit risk with respect to its amounts of cash and cash equivalents. The Company deposits its cash with reputable financial institutions, mostly based in North America and Norway, for which management believes the risk of loss to be remote.
Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they become due. The Company manages liquidity risk by ensuring that it has sufficient cash, credit facilities and other financial resources available to meet its obligations. The Company forecasts cash flows for a period of 12 months to identify financial requirements. These requirements are met through a combination of cash flows from operations, credit facilities and accessing capital markets.
The following are maturities for the Company's financial liabilities as at June 30, 2025:
Notes to the Condensed Consolidated Interim Financial Statements
June 30, 2025 and 2024
(expressed in thousands of United States dollars unless otherwise noted. Unaudited)
| Less than 1 | More than 5 | ||||
|---|---|---|---|---|---|
| Year | 1-3 Years | 4-5 Years | Years | Total | |
| Accounts payable and accrued liabilities | \$ 16,598 \$ |
- \$ - \$ |
- \$ | 16,598 | |
| Debt, current and long-term | 3,936 | 7,773 | 184,092 | 43,377 | 239,178 |
| Tax Equity Liability (non-cash) | - | - | 5,500 | - | 5,500 |
| Interest obligations | 20,122 | 36,767 | 36,484 | 5,683 | 99,056 |
| Lease liabilities (i) | 388 | 691 | 869 | 482 | 2,430 |
| \$ 41,044 \$ |
45,231 \$ | 226,945 \$ | 49,542 \$ | 362,762 |
(i) Lease liabilities in the above table include Punta Lima Wind Farm minimum land lease payments assuming that PLWF will generate at least 6,000 MWh per year from 2025 to 2053.
The Company's capital structure is comprised of net long-term debt, as further disclosed in Note 11, and shareholders' equity (consisting of issued capital and contributed surplus offset by accumulated deficit). The Company's objectives when managing its capital structure are to:
In order to facilitate the management of capital, the Company prepares annual expenditure budgets, which are updated as necessary and are reviewed by the Company's Board.
In preparing its budgets, the Company considers externally imposed capital requirements pursuant to the terms of the Senior Secured Green Bonds Agreements, the loan agreements for the GA projects and the Canoa Debt agreement (Note 11). These externally imposed capital requirements will affect the Company's approach to capital management. The Company's externally imposed capital requirements include maintaining minimum debt service coverage and solvency ratios for GASAC, Emerald, and the Company.
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