NOT FOR DISTRIBUTION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW.
CALGARY, Alberta, Feb. 24, 2025 (GLOBE NEWSWIRE) -- (all numbers in this release are in US dollars (US$) unless otherwise noted) Alaris Equity Partners Income Trust (the "Trust") (TSX: AD.UN) is pleased to announce that its subsidiary, Alaris Equity Partners USA Inc. (collectively, with the Trust and its other subsidiaries, "Alaris") has made an investment of $21.0 million into Berg Demo Holdings, LLC ("Berg") (the “Berg Investment”) and $61.1 million into Professional Electric Contractors of Connecticut, Inc. ("PEC") (the "PECInvestment"). Alaris is also pleased to announce the redemption of Alaris' investment in Unify Consulting LLC ("Unify"), which closed in December, and resulted in gross proceeds of $12.3 million to Alaris (the "Unify Redemption").
“A productive start to 2025 with the closing of two new partnerships and the successful exit of another. Berg and PEC both signify the forming of partnerships with very strong entrepreneurs. David Berg and Jim Bisson from Berg and PEC respectively are exactly what we look for in partners. Long track records of success and a strong passion to continue to grow their businesses. Both partners have the capacity and desire to grow through acquisitions in addition to continued organic growth.
I’d like to thank Darren Alger and his team at Unify for a wonderful eight years as our partner. Alaris originally funded a management buyout for Darren and we are proud of how well he has done as majority owner. Crystallizing another investment with an IRR of 20% is also an excellent result for our management team,” said Steve King, Chief Executive Officer, Alaris.
Berg Investment
The Berg Investment consists of: (i) $17.15 million (the "Berg Preferred Contribution") of preferred equity, entitling Alaris to an initial annualized distribution of $2.40 million (the "Berg Distribution"); and (ii) $3.85 million (the "Berg Common Equity") for a minority common equity ownership in Berg. The Berg Distribution will reset annually based on the percentage change in gross profit, subject to a collar of +/- 7%.
Berg has an earnings coverage ratio between 1.5x and 2.0x based on Berg's trailing twelve-month financial results and giving effect to certain other changes to Berg's capital structure. The Berg Investment will be used for capital investment and to provide partial liquidity to equity holders.
"We are thrilled to partner with Alaris, a partnership that strengthens our leadership team’s ability to drive future growth. As a third-generation demolition, scrap, and hazardous materials company, Berg has built a legacy of excellence. With Alaris’s strategic support and expertise, we are confident that Berg will continue to thrive as an industry leader for generations to come," said David Berg, Founder, Berg.
Berg is a leading demolition solutions provider serving public, commercial and industrial end markets in the Baltimore and DC, Maryland & Virginia (“DMV”) metropolitan area in the United States. Founded in 1998 by David Berg and headquartered in Baltimore, MD, Berg has become the preeminent hazardous material abatement, selective structural and building razing operation in the region.
PEC Investment
The PEC Investment of $61.1 million consists of a $37.0 million investment in debt and preferred equity (the "PEC Contribution") as well as an investment of $24.1 million in exchange for a minority common equity ownership in PEC (the "PEC Common Equity"). Included within the $37.0 million PEC Contribution is $10.0 million of preferred equity redeemable at par. The PEC Contribution will result in an annualized cash distribution to Alaris of $5.18 million (the "PEC Distribution"), an initial combined annual yield of 14% and will reset annually +/- 7% based on changes in PEC’s revenue. The proceeds from the PEC Investment were used for partial liquidity to existing PEC shareholders.
PEC has an earnings coverage ratio between 1.5x and 2.0x, based on PEC’s trailing twelve-month financial results and giving effect to changes to PEC’s capital structure following the Alaris investment.
“When we first met Alaris, we liked their people and their unique model immediately; Alaris' combination of financial strength and M&A acumen will allow us to focus on growth, while their approach recognizes our desire to protect and preserve PEC's culture, which has always been a competitive advantage and our defining attribute,” said Jim Bisson, Jr., President and Chief Executive Officer, PEC.
PEC is a full-service electrical contracting firm with a broad range of capabilities ranging from commercial installations, historical structural retrofits and large scale Photovoltaic (PV) projects. In addition, through its subsidiary North American Renewables, Inc, PEC is a leading solar engineering, procurement and construction (“EPC”) contractor. PEC serves the Greater New England and New York area.
Unify Redemption
Alaris successfully exited its partnership with Unify after eight years resulting in total gross proceeds over the life of the investment of CAD$51.6 million. Alaris’ total return on the Unify investment is CAD$38.6 million, equating to an unlevered IRR of 20% and MOIC of 1.9x.
Following the Berg and PEC Investment, and the Unify Redemption, Alaris will have approximately CA$412.9 million drawn on its senior credit facility (the "Facility") and $87.1 million available for investment purposes while the total senior debt to EBITDA on a proforma basis is approximately 2.43x. Alaris estimates its run rate payout ratio to be approximately 57.6% following today’s announcement.
About Alaris:
The Trust, through its subsidiaries, invests in a diversified group of private businesses ("Private Company Partners") primarily through structured equity. The primary goal of our structured equity investments is to deliver stable and predictable returns to our unitholders through both cash distributions and capital appreciation. This strategy is enhanced by common equity positions, which allow us to generate returns in alignment with the founders of our Private Company Partners.
NON-IFRS MEASURES:
Earnings Coverage Ratio refers to the Normalized 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.
Normalized EBITDA refers to EBITDA excluding items that are non-recurring in nature and is calculated by adjusting for non-recurring expenses and gains to EBITDA. Management deems non-recurring charges to be unusual and/or infrequent charges that our Partners incur outside of its common day-to-day operations.
EBITDA refers to earnings determined in accordance with IFRS, before depreciation and amortization, net of gain or loss on disposal of capital assets, interest expense and income tax expense. EBITDA is used by management and many investors to determine the ability of an issuer to generate cash from operations.
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 by other issuers.
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.
The terms Earnings Coverage Ratio, Normalized EBITDA, EBITDA, IRR and MOIC (the "Non-IFRS Measures") are not standard measures under IFRS. Alaris' calculation of the Non-IFRS Measures may differ from those of other issuers and, therefore, should only be used in conjunction with the Trust’s annual audited and unaudited interim financial statements, which are available under the Trust's (and its predecessor's) profile on SEDAR+ at www.sedarplus.ca.
FORWARD LOOKING STATEMENTS
This news release contains forward-looking statements, including forward-looking statements within the meaning of "safe harbor" provisions under applicable securities laws ("forward-looking statements"). Statements other than statements of historical fact contained in this news release may be forward-looking statements, including, without limitation, management's expectations, intentions and beliefs concerning the Berg and PEC Investments and the Unify redemption. Many of these statements can be identified by words such as "believe", "expects", "will", "intends", "projects", "anticipates", "estimates", "continues" or similar words or the negative thereof. Forward looking statements in this news release include, without limitation, statements regarding: the annualized distributions for the Berg and PEC Investments; the earnings coverage ratios for Berg and PEC; and Alaris’ outstanding indebtedness and use of the balance of the Facility. Any forward-looking statements herein which constitute a financial outlook or future-oriented financial information (including the impact on Run Rate Payout Ratio) were approved by management as of the date hereof and have been included to provide an understanding of 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 are material factors considered by Alaris management when setting the outlook for Alaris. Key assumptions include, but are not limited to, assumptions that: interest rates will not rise in a matter materially different from the prevailing market expectations over the next 12 to 24 months; no widespread global health crisis will impact the economy or any Partners’ operations in a material way in the next 12 months; the businesses of the majority of our Partners will continue to grow; the businesses of new Partners and those of existing partners will perform in line with Alaris’ expectations and diligence; more private companies will require access to alternative sources of capital 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 expectations 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.
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 ability of our Partners and, correspondingly, Alaris to meet performance expectations for 2025 and beyond; any change in the senior lenders’ outlook for Alaris’ business; management's ability to assess and mitigate the impacts of any local, regional, national or international health crises like COVID-19 or its variants; the dependence of Alaris on the Partners; reliance on key personnel; general economic conditions in Canada, North America and globally; failure to complete or realize the anticipated benefit of Alaris’ financing arrangements with the Partners; a failure of the Trust or any Partners 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 in a timely fashion, or at all; a change in the ability of the Partners to continue to pay Alaris’ distributions; a material change in the unaudited information provided to Alaris by the Partners; a failure of a Partner (or Partners) to realize on their anticipated growth strategies; a failure to achieve the expected benefits of the third-party asset management strategy or similar new investment structures and strategies; conflicts of interest that may arise under the asset management strategy or otherwise; a failure to achieve resolutions for outstanding issues with Partners on terms materially in line with management’s expectations or at all; 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 the Trust’s Management Discussion and Analysis for the year ended December 31, 2023, which is filed under the Trust’s profile at www.sedar.com and on its website at www.alarisequitypartners.com.
This news release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about increases to the Trust's net operating cash from activities and revenues, each of which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth above. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on FOFI and forward-looking statements. Alaris' actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and FOFI, or if any of them do so, what benefits the Trust will derive therefrom. 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. 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.
Readers are cautioned not to place undue reliance on any forward-looking information contained in this news release as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements. Statements containing forward-looking information reflect management’s current beliefs and assumptions based on information in its possession on the date of this news release. Although management believes that the assumptions reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations will prove to be correct.
The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this news release are made as of the date of this news release and Alaris does not undertake or assume any obligation to update or revise such statements to reflect new events or circumstances except as expressly required by applicable securities legislation.
Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.
For further information please contact:
ir@alarisequity.com P: (403) 260-1457 Alaris Equity Partners Income Trust Suite 250, 333 24th Avenue S.W. Calgary, Alberta T2S 3E6
