Alaris Equity Partners Income Trust (together, as applicable, with
its subsidiaries, “
Alaris” or the
"
Trust") is pleased to announce its results for
the three months ended March 31, 2024. The results are prepared in
accordance with IFRS Accounting Standards as issued by the
International Accounting Standards Board. All amounts below are in
Canadian dollars unless otherwise noted.
In January 2024, Alaris determined that it met
the definition of an investment entity, as defined by IFRS 10,
Consolidated financial statements. This change in status has
fundamentally changed how Alaris prepares, presents and discusses
its financial results relative to prior periods. IFRS requires that
this change in accounting be made prospectively and as a result
prior periods are not restated to reflect the change in Alaris’
investment entity status. Accordingly, the readers of this press
release, Alaris’ first quarter interim MD&A and unaudited
condensed consolidated interim financial statements should exercise
significant caution in reviewing, considering, and drawing
conclusions from period-to-period comparisons and changes, as the
direct comparisons between dates or across periods can be
inappropriate if not carefully considered in this context.
Highlights:
-
For the period ended March 31, 2024, Alaris generated $0.54 per
unit of additional book value, improving this metric to $21.66
which represents a record book value per unit for Alaris;
-
For the three months ended March 31, 2024, the Trust, together with
its wholly-owned subsidiaries (the “Acquisition
Entities”) earned $38.8 million in Partner
Distributions, including realized foreign exchange and $0.5 million
of transaction fees, a total of $39.3 million, which was consistent
with guidance of $39.2 million, and compares to $36.7 million of
Partner Revenue in Q1 2023, an increase of 7%;
-
During Q1 2024, the Acquisition Entities had a net unrealized gain
on partner investments of $6.7 million, primarily related to
increases in Sono Bello, LLC (“Sono Bello”)
Edgewater Technical Associates, LLC (“Edgewater”)
and Fleet Advantage LLC (“Fleet"), and a net
realized gain from partner investments of $2.0 million related to
the receipt of Alaris’ share of the indemnity escrow amounts from
the sale of the Falcon Master Holdings LLC, dba FNC Title Service
(“FNC”);
-
Adjusted EBITDA (1) in the three months ended March 31, 2024 of
$39.1 million or $0.86 per unit, represents an increase of 28.4% as
compared to $30.1 million or $0.67 per unit in the respective
period in 2023;
-
The Actual Payout Ratio (2) for the Trust, based on the Alaris net
distributable cash (8) flow for the three months ended March 31,
2024 was 66%;
-
Subsequent to March 31, 2024, Brown & Settle Investments, LLC
(“Brown & Settle”) redeemed all of Alaris’
investments in preferred and common equity for gross proceeds to
Alaris totalled US$71.5 million resulting in a total return on the
Brown & Settle investment of US$30.8 million, representing an
unlevered IRR(3) of 15% and MOIC (4) of 1.5x. Alaris expects to use
the incremental borrowing capacity under its credit facility as a
result of the foregoing redemption to repay Alaris’ convertible
debentures on their maturity date in June 2024;
-
Following the quarter end, Alaris made an initial investment of
US$20.0 million of preferred equity in Cresa LLC
(“Cresa”), a commercial real estate advisory firm
focused on tenant representation. In exchange Alaris received
preferred equity with an initial annual distribution of
US$2.8 million resetting annually, up to a maximum of +/- 7%,
based on changes in Cresa's revenue. Cresa may pay-in-kind up to a
specified percentage of the total annual pre-tax yield, which Cresa
must fully pay on the earlier of the 5th anniversary of the initial
investment or redemption of Alaris' preferred equity;
-
The weighted average combined Earnings Coverage Ratio (5) for
Alaris’ Partners is approximately 1.5x with eleven of twenty
Partners greater than 1.5x. In addition, eleven of our partners
have either no debt or less than 1.0x Senior Debt to EBITDA on a
trailing twelve-month basis;
-
Subsequent to quarter end Alaris reduced its outstanding senior
debt to approximately $195 million with $305 million of available
capacity based on covenants and terms.
“Our first quarter has delivered another steady, predictable
result. Our payout ratio remains right on target, our balance sheet
is strong, the underlying businesses in our portfolio are
performing well. Alaris continues to manage a robust pipeline
of deployment based on our longstanding investment strategy that
resonates more in the current environment. Our twenty year track
record and our successful marketing of the Sono Bello special
purpose vehicle last year has also increased interest from outside
institutional investors looking to participate in our deal flow. We
believe that both of these factors will broaden the market of
opportunities for us and allow Alaris to grow into the future.
We’re looking forward to an active 2024 and remain confident in our
ability to grow the business.” said Steve King President and
CEO.
Results of Operations
Note where the financial information for Q1 2024
is comparable to specific information from the prior period Q1 2023
condensed consolidated interim financial statements, amounts have
been provided for comparative purposes. As noted above, users of
this press release, interim management discussion and analysis and
the unaudited condensed consolidated interim financial statements
to which it relates should exercise significant caution in
reviewing, considering and drawing conclusions from
period-to-period comparisons and changes.
|
|
|
|
Per Unit Results |
Three months ended |
Period ending March 31 |
|
2024 |
|
2023 |
% Change |
Partner related changes in net gain on Corporate Investment |
$ |
1.04 |
$ |
0.83 |
+25.3 |
% |
Adjusted EBITDA |
$ |
0.86 |
$ |
0.67 |
+28.4 |
% |
Alaris net distributable cashflow |
$ |
0.51 |
$ |
0.54 |
-5.6 |
% |
Fully diluted earnings |
$ |
1.52 |
$ |
0.12 |
+1166.7 |
% |
Weighted average basic units (000’s) |
|
45,498 |
|
45,308 |
|
During Q1 2024, net book value (6) increased by
$0.54 per unit to $21.66 per unit at March 31, 2024 ($21.12 per
unit – December 31, 2023). The increase in per unit net book value
(6) is the result of the current quarters $1.62 basic earnings per
unit, less the earnings impact of the gain on reclassification of
the translation reserve of $0.74 per unit, and further reduced by
the quarterly dividend declared and paid of $0.34 per unit.
During the three months ended March 31, 2024,
Partner related changes in net gain on Corporate Investments (7)
per unit increased by 25.3%. This increase was partially the result
of an increase in Partner Distribution revenue driven by new
investments in FMP and Shipyard as well as LMS paying full
Distributions in Q1 2024, (partially offset by a reduction in
Partner Distributions due to Heritage deferring Distributions for
2024 to support cashflow flexibility, and a reduction in Sono
Bello’s preferred Distributions on account of the strategic
transaction that occurred during Q1 2023). It was also the result
of there being a larger realized and unrealized gain to the fair
value of Partner investments in Q1 2024 as compared to Q1 2023. The
current quarters net realized and unrealized gain in the fair value
in Partner investments was largely driven by increases in the fair
value of Alaris’ investments in Sono Bello, Edgewater and
Fleet.
Adjusted EBITDA (1) increased by 28.4% in the
current quarter as compared to Q1 2023 due to the increases in
Partner Distributions and a larger net realized and unrealized gain
in the fair value of Partner investments as discussed above,
partially offset by a per unit increase in unit-based compensation
expense.
Alaris’ net distributable cashflow (8) provides
a summary of third-party cash receipts less operating cash outflows
by the Trust in combination with the Acquisition Entities. During
the three months ended March 31, 2024, Alaris net distributable
cashflow(8) decreased by 5.6% per unit as compared to Q1 2023. The
decrease is mainly due to higher total cash interest paid in Q1
2024, as a result of the senior credit facility having a higher
realized interest rate on a larger average amount of debt
outstanding in the period as compared to Q1 2023. In Q1 2023,
changes in net working capital resulted in a cashflow increase
which partially offsets the incremental general and administrative
costs in the prior period, which was largely the result of the
Sandbox related legal and settlement costs being recognized and
accrued for in Q1 2023, but paid for in the following quarter, Q2
2023. The Actual Payout Ratio (2) for the Trust, based on Alaris
net distributable cashflow (8) for the three months ended March 31,
2024, was 66%.
Outlook
In the three months ended March 31, 2024, the
Trust, through its Acquisition Entities invested $7.7 million as a
follow-on Partner investment and together with its Acquisition
Entities earned $38.8 million in Partner Distributions and $0.5
million on transaction fees, which was consistent with previous
guidance of $39.2 million. Subsequent to March 31, 2024, the
Acquisition Entities made additional investments of $34.1 million
and received proceeds of approximately $96.5 million (US$71.5
million) from the redemption of Alaris’ investment in Brown and
Settle. Alaris expects to use the incremental borrowing capacity
under its credit facility, as a result of the foregoing redemption,
to repay Alaris’ convertible debentures on their maturity date in
June 2024. The impact of these investments and redemption, as well
as the impact of the Heritage deferral, are included in Run Rate
Revenue (9) for the next twelve months, which is expected to be
approximately $158 million as outlined in the outlook below. This
includes current contracted amounts, an additional US$1.7 million
from Ohana related to deferred Distributions during COVID-19, and
an estimated $10.5 million of common dividends. Alaris expects
total revenue from its Partners in Q2 2024 of approximately $39.3
million, inclusive of new investments.
The Run Rate Cash Flow (10) table below outlines
the Trust and its Acquisition Entities combined expectation for
Partner Distribution revenue, transaction fee revenue, general and
administrative expenses, third party interest expense, tax expense
and distributions to unitholders for the next twelve months. The
Run Rate Cash Flow (10) is a supplementary financial measure and
outlines the net cash from operating activities, less the
distributions paid, that Alaris is expecting to generate over the
next twelve months. The Trust’s method of calculating this
supplementary financial measure may differ from the methods used by
other issuers. Therefore, it may not be comparable to similar
measures presented by other issuers.
Run rate general and administrative expenses are
currently estimated at $16.5 million and include all public company
costs incurred by the Trust and its Acquisition entities. The
Trust’s Run Rate Payout Ratio (11) is expected to be within a range
of 65% and 70% when including Run Rate Revenue (9), overhead
expenses and its existing capital structure. The table below sets
out our estimated Run Rate Cash Flow (10) as well as the after-tax
impact of positive net investment, the impact of every 1% increase
in SOFR based on current outstanding USD debt and the impact of
every $0.01 change in the USD to CAD exchange rate.
Run Rate Cash Flow ($ thousands except per
unit) |
|
Amount ($) |
$ / Unit |
Run Rate Revenue, Partner Distribution
revenue |
|
$ |
157,700 |
|
$ |
3.47 |
|
General and administrative expenses |
|
|
(16,500 |
) |
|
(0.36 |
) |
Third party Interest and taxes |
|
|
(52,100 |
) |
|
(1.15 |
) |
Net cash from operating activities |
|
$ |
89,100 |
|
$ |
1.96 |
|
Distributions paid |
|
|
(61,900 |
) |
|
(1.36 |
) |
Run Rate Cash Flow |
|
$ |
27,200 |
|
$ |
0.60 |
|
|
|
|
|
Other considerations (after taxes and
interest): |
|
|
|
New investments |
Every $50
million deployed @ 14% |
|
+2,288 |
|
|
+0.05 |
|
Interest rates |
Every 1.0%
increase in SOFR |
|
-1,100 |
|
|
-0.02 |
|
USD to CAD |
Every $0.01 change of USD to CAD |
+/- 900 |
|
+/- 0.02 |
|
|
|
|
|
Alaris’ financial statements and MD&A are
available on SEDAR+ at www.sedarplus.ca and on our website at
www.alarisequitypartners.com.
Earnings Release Date and Conference
Call Details
Alaris management will host a conference call at
9am MT (11am ET), Friday, May 10, 2024 to discuss the financial
results and outlook for the Trust.
Participants must register for the call using
this link: Q1 2024 Conference Call. Pre-register to receive the
dial-in numbers and unique PIN to access the call seamlessly. It is
recommended that you join 10 minutes prior to the event start
(although you may register and dial in at any time during the
call). Participants can access the webcast here: Q1 Webcast. A
replay of the webcast will be available two hours after the call
and archived on the same web page for six months. Participants can
also find the link on our website, stored under the “Investors”
section – “Presentations and Events”, at
www.alarisequitypartners.com.
An updated corporate presentation will be posted
to the Trust’s website within 24 hours at
www.alarisequitypartners.com.
About the Trust:
Alaris’ investment and investing activity refers
to providing, through the Acquisition Entities, alternative equity
to private companies (“Partners”) to meet their
business and capital objectives, which includes management buyouts,
dividend recapitalization, growth and acquisitions. Alaris achieves
this by investing its unitholder capital, as well as debt, through
wholly-owned subsidiaries of Alaris, in exchange for distributions,
dividends or interest (collectively,
“Distributions”) as well as capital appreciation
on both preferred and common equity, with the principal objectives
of generating predictable cash flows for distribution payments to
its unitholders and growing net book value through returns from
capital appreciation. Distributions, other than common equity
Distributions, from the Partners are adjusted annually based on the
percentage change of a “top-line” financial performance measure
such as gross margin or same store sales and rank in priority to
common equity position.
Non-GAAP and Other Financial
Measures
The terms Adjusted Earnings, components of
Corporate investments, EBITDA, Adjusted EBITDA, Extended group net
distributable cashflow, Earnings Coverage Ratio, Run Rate Payout
Ratio, Actual Payout Ratio, Run Rate Revenue, Run Rate Cash Flow,
IRR and Per Unit amounts (collectively, the “Non-GAAP and
Other Financial Measures”) are financial measures used in
this MD&A that are not standard measures under International
Financial Reporting Standards (“IFRS”) . The
Trust’s method of calculating the Non-GAAP and Other Financial
Measures may differ from the methods used by other issuers.
Therefore, the Trust’s Non-GAAP and Other Financial Measures may
not be comparable to similar measures presented by other
issuers.
(1) “Adjusted EBITDA” and
“EBITDA: are Non-GAAP financial measures and refer
to earnings determined in accordance with IFRS, before depreciation
and amortization, interest expense (finance costs) and income tax
expense. EBITDA is used by management and many investors to
determine the ability of an issuer to generate cash from
operations. “Adjusted EBITDA” and
“Adjusted EBITDA per unit”, which is a non-GAAP
ratio that removes the impact from unrealized fluctuations in
exchange rates and their impact on the Trust’s investments at fair
value, as well as one time items and the impact of finance costs
and taxes included within the net gain on Corporate Investments
incurred by the Acquisition Entities and, on a per unit basis, is
and the same amount divided by weighted average basic units
outstanding. Management believes Adjusted EBITDA, EBITDA and
Adjusted EBITDA per unit are useful supplemental measures from
which to determine the Trust’s ability to generate cash available
for servicing its loans and borrowings, income taxes and
distributions to unitholders. The Trust’s method of calculating
these Non-GAAP financial measures may differ from the methods used
by other issuers. Therefore, they may not be comparable to similar
measures and ratios presented by other issuers.
|
Three months ended March 31 |
$ thousands except per unit amounts |
|
2024 |
|
|
2023 |
% Change |
Earnings |
$ |
73,773 |
|
$ |
5,553 |
|
Depreciation and amortization |
|
126 |
|
|
56 |
|
Finance costs |
|
1,145 |
|
|
6,517 |
|
Total income tax expense |
|
(282 |
) |
|
4,698 |
|
EBITDA |
$ |
74,762 |
|
$ |
16,824 |
+344.4 |
% |
Adjustments: |
|
|
|
Gain on derecognition of previously consolidated entities |
$ |
(30,260 |
) |
$ |
- |
|
Foreign exchange |
|
(20,779 |
) |
|
215 |
|
Sandbox litigation and legal costs |
|
- |
|
|
13,100 |
|
Finance costs, senior credit facility and convertible
debentures |
|
8,011 |
|
|
- |
|
Acquisition Entities income tax expense - current |
|
5,031 |
|
|
- |
|
Acquisition Entities income tax expense - deferred |
|
2,325 |
|
|
- |
|
Adjusted EBITDA |
$ |
39,090 |
|
$ |
30,139 |
+29.7 |
% |
|
|
|
|
Adjusted EBITDA per unit |
$ |
0.86 |
|
$ |
0.67 |
+28.4 |
% |
(2) “Actual Payout Ratio” is a
supplementary financial measure and refers to Alaris’ total
distributions paid during the period (annually or quarterly)
divided by the actual net cash from operating activities Alaris
generated for the period. It represents the net cash from operating
activities after distributions paid to unitholders available for
either repayments of senior debt and/or to be used in investing
activities.
(3) “IRR” is a supplementary
financial measure and refers to internal rate of return, which is a
metric used to determine the discount rate that derives a net
present value of cash flows to zero. Management uses IRR to analyze
partner returns. The Trust’s method of calculating this
supplementary financial measure may differ from the methods used by
other issuers. Therefore, it may not be comparable to similar
measures presented by other issuers.
(4) "MOIC" is a supplementary
financial measure and refers to multiple of capital invested, which
is a financial metric used to evaluate the value of an
investment relative to the initial capital. Management uses MOIC to
analyze partner returns. The Trust’s method of calculating this
supplementary financial measure may differ from the methods used by
other issuers. Therefore, it may not be comparable to similar
measures by other issuers.
(5) “Earnings Coverage Ratio
(“ECR”)” is a supplementary financial measure and refers
to the EBITDA of a Partner divided by such Partner’s sum of debt
servicing (interest and principal), unfunded capital expenditures
and distributions to Alaris. Management believes the earnings
coverage ratio is a useful metric in assessing our partners
continued ability to make their contracted distributions.
(6) “Net book value” and
“net book value per unit” are Non-GAAP financial
measures and represents the equity value of the company or total
assets less total liabilities and the same amount divided by
weighted average basic units outstanding. Net book value and net
book value per unit are used by management to determine the growth
in assets over the period net of amounts paid out to unitholders as
distributions. Management believes net book value and net book
value per unit are useful supplemental measures from which to
compare the Trust’s growth period over period. The Trust’s method
of calculating these Non-GAAP financial measures may differ from
the methods used by other issuers. Therefore, they may not be
comparable to similar measures presented by other issuers.
|
31-Mar |
31-Dec |
|
|
|
$ thousands except per unit amounts |
2024 |
2023 |
|
Change in |
% Change |
Total Assets |
$ |
1,073,401 |
$ |
1,474,894 |
|
|
|
Total Liabilities |
$ |
87,985 |
$ |
514,071 |
|
|
|
Net book value |
$ |
985,416 |
$ |
960,823 |
|
$ |
24,593 |
+2.6 |
% |
Weighted average basic units (000's) |
|
45,498 |
|
45,498 |
|
|
|
Net book value per unit |
$ |
21.66 |
$ |
21.12 |
|
$ |
0.54 |
+2.6 |
% |
(7) “Partner related changes in net gain
on Corporate Investments” The components of Corporate
Investments are Non-GAAP financial measures and are presented for
better comparability to prior year reporting. These amounts are
reconciled to information from note 3 of the condensed consolidated
interim financial statements below. The Trust’s method of
calculating these Non-GAAP financial measures may differ from the
methods used by other issuers. Therefore, they may not be
comparable to similar measures presented by other issuers.
|
Three months ended March 31 |
$ thousands |
|
2024 |
|
2023 |
|
% Change |
Partner Distribution revenue - Preferred, including realized
foreign exchange |
$ |
38,193 |
$ |
35,752 |
|
+6.8 |
% |
Partner Distribution revenue - Common |
$ |
601 |
$ |
936 |
|
-35.8 |
% |
Net realized gain from Partners investments |
$ |
1,959 |
$ |
12,500 |
|
-84.3 |
% |
Net unrealized gain / (loss) on Partners investments |
$ |
6,675 |
$ |
(11,678 |
) |
+157.2 |
% |
Partner related changes in net gain on Corporate
Investment |
$ |
47,428 |
$ |
37,510 |
|
+26.4 |
% |
Partner related changes in net gain on Corporate Investment per
unit |
$ |
1.04 |
$ |
0.83 |
|
+25.3 |
% |
Note – In Q1 2023, Partner Distribution revenue
– Preferred, including realized foreign exchange and Partner
Distribution revenue - Common were presented as one line on the
face of the income statement titled “Revenues, including realized
foreign exchange gain” in the amount of $36,688.
(8) “Alaris net distributable
cashflow” is a non-GAAP measure that
refers to all sources of external revenue in both the Trust and the
Acquisition Entities less all general and administrative expenses,
third party interest expense and tax expense. Alaris net
distributable cashflow is a useful metric for management and
investors as it provides a summary of the total cash from operating
activities that can be used to pay the Trust distribution, repay
senior debt and/or be used for additional investment purposes. The
Trust’s method of calculating this Non-GAAP measure may differ from
the methods used by other issuers. Therefore, it may not be
comparable to similar measures presented by other issuers. The 2023
comparatives are presented prior to the Trust’s change in status as
a investment entity and have been aligned with the most comparative
balance in the 2024 presentation.
|
Three months ended March 31 |
$ thousands except per unit amounts |
|
2024 |
|
|
2023 |
|
% Change |
Partner Distribution revenue - Preferred, including realized
foreign exchange |
$ |
38,193 |
|
$ |
35,752 |
|
|
Partner Distribution revenue - Common |
|
601 |
|
|
936 |
|
|
Third party management and advisory fees |
|
510 |
|
|
- |
|
|
|
|
|
|
Expenditures of the Trust: |
|
|
|
General and administrative |
|
(4,110 |
) |
|
(16,480 |
) |
|
Transaction diligence costs |
|
|
|
Current income tax expense |
|
(246 |
) |
|
- |
|
|
Third party Cash interest paid by the Trust |
|
(2,032 |
) |
|
(2,030 |
) |
|
|
|
|
|
Expenditures incurred by Acquisition Entities: |
|
|
|
Operating costs and other |
|
(903 |
) |
|
(480 |
) |
|
Transactions costs |
|
(1,362 |
) |
|
(1,351 |
) |
|
Acquisition Entities income tax expense - current |
|
(5,031 |
) |
|
(2,228 |
) |
|
Cash interest paid, senior credit facility and convertible
debentures |
|
(5,428 |
) |
|
(1,744 |
) |
|
|
|
|
|
Alaris' changes in net working capital |
|
3,102 |
|
|
12,009 |
|
|
Alaris net distributable cashflow |
$ |
23,294 |
|
$ |
24,384 |
|
-4.5 |
% |
Alaris net distributable cashflow per unit |
$ |
0.51 |
|
$ |
0.54 |
|
-5.6 |
% |
(9) “Run Rate Revenue” is a
supplementary financial measure and refers to Alaris’ total revenue
expected to be generated over the next twelve months based on
contracted distributions from current Partners, excluding any
potential Partner redemptions, it also includes an estimate for
common dividends or distributions based on past practices, where
applicable. Run Rate Revenue is a useful metric as it provides an
expectation for the amount of revenue Alaris can expect to generate
in the next twelve months based on information known.
(10) “Run Rate Cash Flow” is a
Non-GAAP financial measure and outlines the net cash from operating
activities, net of distributions paid, that Alaris is expecting to
have after the next twelve months. This measure is comparable to
net cash from operating activities less distributions paid, as
outlined in Alaris’ consolidated statements of cash flows.
(11) “Run Rate Payout Ratio” is
a Non-GAAP financial ratio that refers to Alaris’ distributions per
unit expected to be paid over the next twelve months divided by the
net cash from operating activities per unit calculated in the Run
Rate Cash Flow table. Run Rate Payout Ratio is a useful metric for
Alaris to track and to outline as it provides a summary of the
percentage of the net cash from operating activities that can be
used to either repay senior debt during the next twelve months
and/or be used for additional investment purposes. Run Rate Payout
Ratio is comparable to Actual Payout Ratio as defined above.
(12) “Per Unit” values, other
than earnings per unit, refer to the related financial statement
caption as defined under IFRS or related term as defined herein,
divided by the weighted average basic units outstanding for the
period.
The terms Net Book Value, Components of
Corporate investments, EBITDA, Adjusted EBITDA, Alaris net
distributable cashflow, Earnings Coverage Ratio, Run Rate Payout
Ratio, Actual Payout Ratio, Run Rate Revenue, Run Rate Cash Flow,
IRR and Per Unit amounts should only be used in conjunction with
the Trust’s unaudited interim condensed consolidated financial
statements, complete versions of which available on SEDAR+ at
www.sedarplus.ca.
Forward-Looking Statements
This news release contains forward-looking
information and forward-looking statements (collectively,
“forward-looking statements”) under applicable securities laws,
including any applicable “safe harbor” provisions. Statements other
than statements of historical fact contained in this news release
are forward-looking statements, including, without limitation,
management's expectations, intentions and beliefs concerning the
growth, results of operations, performance of the Trust and the
Partners, the future financial position or results of the Trust,
business strategy and plans and objectives of or involving the
Trust or the Partners. Many of these statements can be identified
by looking for words such as "believe", "expects", "will",
"intends", "projects", "anticipates", "estimates", "continues" or
similar words or the negative thereof. In particular, this news
release contains forward-looking statements regarding: the
anticipated financial and operating performance of the Partners;
the attractiveness of Alaris’ capital offering; the Trust’s Run
Rate Payout Ratio, Run Rate Cash Flow, Run Rate Revenue and total
revenue; the impact of recent new investments and follow-on
investments; expectations regarding receipt (and amount of) any
common equity distributions or dividends from Partners in which
Alaris holds common equity, including the impact on the Trust’s net
cash from operating activities, Run Rate Revenue, Run Rate Cash
Flow and Run Rate Payout Ratio; the use of proceeds from the senior
credit facility; use of proceeds from Partner redemptions; impact
of future deployment; the Trust’s ability to deploy capital; the
yield on the Trust’s investments and expected resets on
Distributions; repayment of convertible debentures on their
maturity; the impact of deferred Distributions and the timing of
repayment there of; the Trust’s return on its investments; and
Alaris’ expenses for 2024. To the extent any forward-looking
statements herein constitute a financial outlook or future oriented
financial information (collectively, “FOFI”),
including estimates regarding revenues, Distributions from Partners
(including expected resets, restarting full or partial
Distributions and common equity distributions), Run Rate Payout
Ratio, Run Rate Cash Flow, net cash from operating activities,
expenses and impact of capital deployment, they were approved by
management as of the date hereof and have been included to provide
an understanding with respect to Alaris' financial performance and
are subject to the same risks and assumptions disclosed herein.
There can be no assurance that the plans, intentions or
expectations upon which these forward-looking statements are based
will occur.
By their nature, forward-looking statements
require Alaris to make assumptions and are subject to inherent
risks and uncertainties. Assumptions about the performance of the
Canadian and U.S. economies over the next 24 months and how that
will affect Alaris’ business and that of its Partners (including,
without limitation, the impact of any global health crisis, like
COVID-19 and global economic and political factors) are material
factors considered by Alaris management when setting the outlook
for Alaris. Key assumptions include, but are not limited to,
assumptions that: the Russia/Ukraine conflict, conflicts in the
Middle East, and other global economic pressures over the next
twelve months will not materially impact Alaris, its Partners or
the global economy; interest rates will not rise in a matter
materially different from the prevailing market expectation over
the next 12 months; global heath crises, like COVID-19 or variants
there of will not impact the economy or our partners operations in
a material way in the next 12 months; the businesses of the
majority of our Partners will continue to grow; more private
companies will require access to alternative sources of capital;
the businesses of new Partners and those of existing Partners will
perform in line with Alaris’ expectations and diligence; and that
Alaris will have the ability to raise required equity and/or debt
financing on acceptable terms. Management of Alaris has also
assumed that the Canadian and U.S. dollar trading pair will remain
in a range of approximately plus or minus 15% of the current rate
over the next 6 months. In determining expectations for economic
growth, management of Alaris primarily considers historical
economic data provided by the Canadian and U.S. governments and
their agencies as well as prevailing economic conditions at the
time of such determinations.
There can be no assurance that the assumptions,
plans, intentions or expectations upon which these forward-looking
statements are based will occur. Forward-looking statements are
subject to risks, uncertainties and assumptions and should not be
read as guarantees or assurances of future performance. The actual
results of the Trust and the Partners could materially differ from
those anticipated in the forward-looking statements contained
herein as a result of certain risk factors, including, but not
limited to, the following: widespread health crisis, like COVID-19
(or its variants), other global economic factors (including,
without limitation, the Russia/Ukraine conflict, conflicts in the
Middle East, inflationary measures and global supply chain
disruptions on the global economy, Trust and the Partners
(including how many Partners will experience a slowdown of their
business and the length of time of such slowdown), the dependence
of Alaris on the Partners, including any new investment structures;
leverage and restrictive covenants under credit facilities;
reliance on key personnel; failure to complete or realize the
anticipated benefit of Alaris’ financing arrangements with the
Partners; a failure to obtain required regulatory approvals on a
timely basis or at all; changes in legislation and regulations and
the interpretations thereof; risks relating to the Partners and
their businesses, including, without limitation, a material change
in the operations of a Partner or the industries they operate in;
inability to close additional Partner contributions or collect
proceeds from any redemptions in a timely fashion on anticipated
terms, or at all; a failure to settle outstanding litigation on
expected terms, or at all; a change in the ability of the Partners
to continue to pay Alaris at expected Distribution levels or
restart distributions (in full or in part); a failure to collect
material deferred Distributions; a change in the unaudited
information provided to the Trust; and a failure to realize the
benefits of any concessions or relief measures provided by Alaris
to any Partner or to successfully execute an exit strategy for a
Partner where desired. Additional risks that may cause actual
results to vary from those indicated are discussed under the
heading “Risk Factors” and “Forward Looking Statements” in Alaris’
Management Discussion and Analysis and Annual Information Form for
the year ended December 31, 2023, which is or will be (in the case
of the AIF) filed under Alaris’ profile at www.sedarplus.ca and on
its website at www.alarisequitypartners.com.
Readers are cautioned that the assumptions used
in the preparation of forward-looking statements, including FOFI,
although considered reasonable at the time of preparation, based on
information in Alaris’ possession as of the date hereof, may prove
to be imprecise. In addition, there are a number of factors that
could cause Alaris’ actual results, performance or achievement to
differ materially from those expressed in, or implied by, forward
looking statements and FOFI, or if any of them do so occur, what
benefits the Trust will derive therefrom. As such, undue reliance
should not be placed on any forward-looking statements, including
FOFI.
The Trust has included the forward-looking
statements and FOFI in order to provide readers with a more
complete perspective on Alaris’ future operations and such
information may not be appropriate for other purposes. The
forward-looking statements, including FOFI, contained herein are
expressly qualified in their entirety by this cautionary statement.
Alaris disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
For more information please
contact:Investor RelationsAlaris Equity Partners
Income Trust403-260-1457ir@alarisequity.com
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