Newport Partners is a trademark of Newport Partners LP. Newport Partners carries on its business through Newport Partners LP and its subsidiaries (Newport Investment Counsel Inc., Newport Securities LP, Newport Insurance LP), and through TSX-listed Newport Partners Income Fund. Newport Partners provides this Web site (the “Site”) for informational purposes only. By accessing the Site, you accept and agree to be bound by and comply with the terms and conditions set out herein (the “Terms”). If you do not accept and agree to the Terms, you should not use the Site.
Information provided on the Site (the “Information”) is believed to be reliable and accurate at the time it is posted. However, Newport Partners does not guarantee that the Information is accurate, complete or current at all times. Such Information is provided on an “as is” and “as available” basis and Newport Partners does not guarantee that access to the Site will be uninterrupted, timely, secure or error free. Newport Partners does not make any express or implied warranties, representations, endorsements or conditions with respect to the Site or the Information, including without limitation, warranties of merchantability, operation, usefulness, completeness, reliability, fitness for a particular purpose or that no viruses or other contaminating properties will be transmitted to your computer system. It is your sole responsibility to take precautions to ensure that your computer is adequately protected from computer viruses or other destructive properties.
The Information may contain technical inaccuracies or typographical errors and may be modified at any time without notice. As such, you agree to review the Terms regularly. Your continued access or use of the Site will constitute your acknowledgment of any modified terms and conditions and your agreement to abide and be bound by any changes to the Information or the Site.
Newport Partners cannot ensure the privacy and confidentiality of any communications over the Internet. As a result, Newport Partners advises you to not transmit any confidential or sensitive information to Newport Partners over the Internet. Newport Partners is not responsible for any damages that may arise if you choose to transmit confidential or sensitive information via this medium.
The Information is not intended to constitute financial, accounting, legal or tax advice and, should not be relied upon in that regard. As expressed above, the contents of the Site are for informational purposes only and you should consult with a professional prior to acting on any Information.
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Without limiting the foregoing, Newport Partners will not be responsible or liable for any loss of revenue, profit or prospective economic advantage resulting from the use of, misuse of or inability to use the Site (or a Web site linked to the Site), even if advised of the possibility of such damages or such damages are reasonably foreseeable.
Neither the Site nor the Information constitute an offer or solicitation by Newport Partners to buy or sell any products or services of any kind whatsoever including, without limitation, securities or any other financial instrument of any issuer.
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All product and service marks are the trade marks of their respective owners. All of Newport Partners’ trade marks used on the Site are used under license. You may display, download or print the Information for your own personal and non-commercial purposes provided that all copyright and other proprietary notices contained on the Information are not modified or removed.
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Forward Looking Statements
The Site, together with the documents incorporated herein by reference, may contain certain forward-looking statements. These statements relate to future events or future performance and reflect management’s expectations and assumptions regarding the growth, results of operations, performance and business prospects and opportunities of Newport Partners and the Operating Partnerships. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management of Newport Partners and the Operating Partnerships. In some cases, forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue” or the negative of these terms or other similar expressions concerning matters that are not historical facts. In particular, statements regarding the future operating results and economic performance of Newport Partners and the Operating Partnerships are forward-looking statements. A number of factors, including risks and uncertainties, could cause actual events or results to differ materially from the events and results discussed in the forward-looking statements. In evaluating these statements, investors should specifically consider various factors, including the risks set forth under ‘‘Risk Factors’’ in the AIF (available on this website by clicking here), which may cause actual events or results to differ materially from any forward-looking statement. Although the forward looking statements contained on the Site are based on what management of Newport Partners and the Operating Partnerships consider to be reasonable assumptions based on information currently available to them, there can be no assurance that actual events or results will be consistent with these forward-looking statements, and management’s assumptions may prove to be incorrect. These forward-looking statements are made as of the date of posting information to the website, and none of Newport Partners, the Trustees of Newport Partners Income Fund or the Operating Partnerships assumes any obligation to update or revise them to reflect new events or circumstances.
Non-GAAP Measures
The terms ‘‘EBITDA’’, ‘‘Adjusted EBITDA’’, ‘‘LTM EBITDA’’, ‘‘distributable cash’’, ‘‘invested capital’’, ‘‘overall yield’’, ‘‘total compound annualized return’’, ‘‘net debt’’ and ‘‘corporate costs to net asset ratio’’ (collectively the ‘‘Non-GAAP Measures’’) are financial measures used on the website or the documents incorporated by reference on the website that are not standard measures under Canadian generally accepted accounting principles (‘‘GAAP’’). Newport Partners’ method of calculating Non-GAAP Measures may differ from the methods used by other issuers. Therefore, Newport Partners’ Non-GAAP Measures, as presented on this website or the documents incorporate by reference on the website, may not be comparable to similar measures presented by other issuers.
EBITDA refers to net earnings determined in accordance with GAAP, 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 the Trustees as well as many investors to determine the ability of an issuer to generate cash from operations. Management also uses EBITDA to monitor the performance of the Fund’s reportable segments. As the Fund intends to distribute a substantial portion of its available cash on an on-going basis (after deducting certain amounts from EBITDA as described in the MD&A including interest expense, income taxes, capital expenditures and debt service), management believes that in addition to net income or loss and cash provided by operating activities, EBITDA is a useful supplemental measure from which to determine the Fund’s ability to generate cash available for debt service, working capital, capital expenditures, income taxes and distributions. The Fund has provided a reconciliation of income to EBITDA in its MD&A.
Adjusted EBITDA refers to EBITDA excluding the gains or loss on reduction of ownership interest (dilution gains or losses). The Fund uses Adjusted EBITDA as the basis for the analysis of its past operating financial performance. Adjusted EBITDA is used by the Fund and management believes it is a useful supplemental measure from which to determine the Fund’s ability to generate cash available for debt service, working capital, capital expenditures, income taxes and distributions. Adjusted EBITDA is a measure that management believes facilitates the comparability of the results of historical periods and the analysis of its operating financial performance which may be useful to investors.
LTM EBITDA refers to EBITDA for the last twelve months and is used by the Fund as the basis of its past financial performance over a full business cycle (i.e. twelve month period). LTM EBITDA is used by the Fund and management believes it is a useful supplemental measure because it eliminates the impact of seasonality on earnings that may impact the results of the Fund’s Operating Partnerships if the period being reported on is not a full twelve months. LTM EBITDA is a measure that management believes facilitates the analysis of its financial performance over a full business cycle which may be useful to investors.
Distributable cash is not a standard measure under GAAP and is generally used by Canadian income funds as an indicator of financial performance. The Fund’s method of calculating distributable cash may differ from similar computations as reported by other similar entities and, accordingly, may not be comparable to distributable cash as reported by such entities. The Fund has provided a reconciliation of cash provided by operations to distributable cash in this short form prospectus. References to distributable cash are to cash available for distribution to Unitholders in accordance with the distribution policies of the Fund described in this short form prospectus. Cash available for distribution is discussed in this short form prospectus as the Fund intends to make monthly cash distributions and management believes it is therefore a useful financial measure as an indication of the Fund’s ability to make such distributions and is used by management and the Trustees for this purpose. Distributable cash is also used by management in the calculation of overall yield which it uses to monitor the performance of the Fund’s Operating Partnerships. One of the factors that may be considered relevant by prospective investors is the cash distributions by the Fund relative to distributable cash and the price of the Units. Management believes that distributable cash is a useful supplemental measure that may assist prospective investors in assessing an investment in the Fund.
Invested capital refers to the cost to acquire an equity interest in an Operating Partnership and excludes transaction costs and any working capital provided to such Operating Partnership. Management uses this measure to monitor the performance of its investment strategy and as an input to the calculation of its targeted overall yield for an Operating Partnership. Management believes that invested capital is a useful supplemental measure that provides investors with useful information about the capital that the Fund deploys for each Operating Partnership which can subsequently be used to determine the performance of each Operating Partnership.
Overall yield refers to the Fund’s cash on cash return from an Operating Partnership based on distributable cash paid to the Fund as a percentage of the invested capital. Management believes that overall yield is a useful supplemental measure for investors to assess the quality of the investments in the Fund’s portfolio and management’s ability to invest in successful businesses at reasonable prices. Management uses this measure to monitor the performance of its investment strategy.
Total compound annualized return means the rate of return, as a percentage, that represents the cumulative effect of capital appreciation of Units and the total time-weighted distributions paid to Unitholders since the inception of the Fund. Management uses this metric to monitor Unitholders’ returns derived from an investment in Units. Investors may find this measure useful in assessing an investment in the Fund and the historical performance of the Units over multiple years.
Net debt refers to total senior debt less cash on hand at NPY LP. Management uses this measure to monitor its future debt capacity and to calculate leverage levels under its credit facility to ensure compliance with covenants. Investors may find this information useful in analyzing the capital structure of the Fund and its future debt capacity.
Corporate costs to net asset ratio are the total expenses of the corporate segment for the period expressed as a percentage of the net assets of the Fund. Management uses this metric to monitor the expenses of the Fund consisting of, among other items, professional fees, compliance costs and management compensation. Investors may find this supplemental information useful to analyze the Fund’s expenses relative to other mutual fund trusts.
Investors are cautioned that the Non-GAAP Measures are not alternatives to measures under GAAP and should not, on their own, be construed as an indicator of performance or cash flows, a measure of liquidity or as a measure of actual return on the Units. These Non-GAAP Measures should only be used in conjunction with the financial statements included or incorporated by reference in this short form prospectus.