Alaris Equity Partners Income Trust

Good day and thank you for standing by. Welcome to the Alaris third quarter 2024 earnings conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 11 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 11 again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today, Amanda Fraser, Chief Financial Officer. Please go ahead.

Thank you, DeeDee. We appreciate everyone taking the time to join us this morning. I am joined on this call by Steve King, President and Chief Executive Officer. Before we begin, I'd like to remind our listeners that all amounts given are in Canadian dollars unless otherwise noted. Listeners are cautioned that comments made today may contain forward-looking information. This forward-looking information is based upon a number of important factors and assumptions, and therefore actual results could differ materially. Additional information concerning the underlying factors, assumptions, and risks is available in last night's press release and our MD&A under the headings Forward-Looking Statements and Risk Factors. copies of which are available on CDAR at cdarplus.com as well as our website. Non-IFRS data is also presented and may differ from the way other companies present such data. As with the forward-looking statements, please refer to last night's press release in our MD&A for more clarification regarding these non-IFRS measures. as discussed for the last two quarters, with the evolution of Alaris' investment model. Over the last few years, beginning with the introduction of common equity and continuing to evolve with the expansion of SBB investments, such as Sonobello, Alaris determined it met the requirements of an investment entity under IFRS 10, and as such, as a result of this prescribed change, Alaris is no longer consolidating its investment entities into its financial results. These entities, which are now referred to as acquisition entities in our financial statements, include Alaris Equity Partners USA, the subsidiary that holds Alaris U.S. investments and senior debt, as well as Alaris Equity Inc., which holds Alaris' Canadian investments and senior credit facility. These entities are now reflected in the trust balance sheet as corporate investments and are held at fair value. This method of accounting has had a pervasive effect on the financial information on the face of the statements and IFRS requires that this change in accounting is made prospectively, and as such, prior periods have not been restated. Disclosure surrounding corporate investments located in Note 3 of the financial statements provides details of the acquisition entity results and the MD&A has been crafted in a way that, to the extent possible, information is presented alongside its prior quarter comparative. Accordingly, users of this interim reporting should exercise caution in reviewing, considering, and drawing conclusions from prior period comparisons and changes. Direct comparisons between dates or across periods may be inappropriate or not meaningful if not carefully considered in this context. Now to our Q3 results. Net book value increased by $0.78 per unit to $22.80, which continues to be a record for LARIS. This brings the nine-month increase in net book value to $1.68 per unit and is in addition to $1.02 of dividends paid for a year-to-date return on book value of $2.70. This increase was driven by both growth in revenues received from partners, including common distributions, as well as increases to the fair market value of Alaris' portfolio. Alaris' partner distribution and transaction fee revenue of $65.9 million was ahead of previous guidance of $38.7 million and Q3 2023's $47.2 million. This was driven by higher than anticipated common dividends. Common distributions for Q3 2024 were $27.5 million as compared to $8.8 million in the comparable quarter last year. with year-to-date dividends of $31.8 million as compared to $10.9 million in the nine months ended 2023. This was driven by year-over-year increases in common distributions received from Edgewater, FMP, Amer, Ohana, and Fleet. Although note that Ohana's dividend is expected to be one time in nature as they continue to focus on their growth strategy. Alaris' net distributable cash flow for Q3 2024 increased by over 63% to $31.8 million or $0.72 per unit from $20.1 million and $0.44 per unit in the same period of 2023, resulting in an actual payout ratio for the quarter of 53%. Alaris' low payout ratio has facilitated the flexibility required to invest in more creative structures while still maintaining our disciplined and free cash flow focused approach. In the last few years, these structures have included the addition of common equity, convertible prep, the ability to pay in kind portions of the preferred distribution, and to enter SPV arrangements with third parties. This flexibility has made our capital more attractive to potential partners and extended the life of some investments, while also helping to drive the higher returns we are seeing in 2024 across both distribution revenue and unrealized portfolio growth. During the quarter, Alaris invested an additional $35 million U.S. into convertible preferred equity into Ohana. These units are convertible into common equity of the company and accrue a 14% yield, which will be paid in kind. Subsequent to the quarter, Alaris fulfilled its $10 million U.S. obligation to Cressa LLC, receiving additional preferred equity at 14% yield with 10% paid in cash and 4% to be paid in kind. Year-to-date, Alaris has invested approximately $139 million, including $71.5 million U.S. on follow-on investments into DNM, Shipyard, FMP, and Ohana, and a total of $30 million U.S. into new partner Cressa. With regards to our portfolio, it continues to perform well and has maintained a weighted average ECR of approximately 1.5 times, with 10 out of 19 partners continuing to be above this threshold. With regards to fair value movements, declining discount rates driven by risk-free rate movement resulted in increases throughout the portfolio, while partner results further amplified or offset these movements. Most notable in the quarter were Sonobello. Sonobello has been impacted by higher costs of advertising across the U.S. as a result of this election cycle and a decline in conversion rate, the conversion rate of patient consultations as they expanded to new markets. While these costs have impacted their EBITDA in the immediate period, they are believed to be temporary in nature and the longer-term forecast has been improved by the rollout of their contour division as they move into delivering a new service offering with breast augmentation. Total impact to the fair value of Sonobello, including the discount rate change, was $8.6 million U.S. or 5% of the initial investment. Amer's performance has been buoyed by strong consumer sentiment, which is expected to continue as the market realizes further interest rate cuts. Amer's recent financial performance and continued growth outlook has resulted in an increase in the expected 2025 reset of the preferred distribution, as well as increased the common equity value. These impacts, in addition to discount rate changes, resulted in an increase of $8.3 million, or 11%, as compared to the capital invested. For Heritage, the company is taking longer to return to profitability, with negative margin projects having a worse return than projected. We now expect that Heritage will not be in a cash flow position to support preferred distributions until 2025, and have extended the expected deferral period. As a result, the fair value of Heritage was decreased by 7.4 million US. The increase to Fleet's fair value was largely was largely driven by an increase to common equity. Fleece growth in both revenue and EBITDA, in addition to established long-term relationships with customers, alongside declining discount rates, led to an increase in fair value of $6.2 million U.S. SCR's revenue and EBITDA often swing greatly as they perform larger summer shutdown project work. Following the 2024 season and the resulting decline in revenue and EBITDA for the period, In addition to slower business development issues and a reduction in capital spending, we have updated our estimates to reflect these declining trends, resulting in the fair value of SCR decreasing by $5.5 million in the period. During the period, Ohana's common equity decreased by $6.7 million U.S., partially due to an increase in the preferred equity that sits ahead of common of $1.6 million U.S., and partially due to the payment of a common equity dividend, which was subsequently reinvested into convertible preferred. With relief to U.S. interest rates realized in the quarter, D&M is starting to see the anticipated recovery to lease volumes. This, coupled with the decline to discount rates, resulted in an increase to fair value of $3.3 million U.S. for both common and preferred units, resulting in a recovery of earlier quarter declines and a year-to-date increase of $1.7 million. Shipyards' year-over-year growth in the business, as well as the decrease in discount rates, resulted in an increase to fair value of $3 million US. Other less significant impacts to fair value in the quarter were driven by GWM, Axient, D&T, LMS, FMP, 3E, Edgewater, Sycamore, Cressa, and Cary. Of our 19 partners, 11 either have no or less than one turn to debt as compared to EBITDA, And our current outlook calls for $38.9 million of revenue in Q4, as fleet's distribution was received earlier than expected. Our 12-month run rate revenue of $171 million is up from last quarter's $163 million and Q1's $158 million, primarily due to higher common expectations. Our G&A outlook increased slightly to $17 million. And on that note, I'll turn it over to Steve for his comments.

Great, thanks Amanda and thanks everybody for tuning in. Obviously a significant quarter for us in terms of our common equity portfolio. Fleet continues to be a huge contributor to our overall returns. It's been a real home run for us and really highlights the impact of our common equity strategy. The OHANA dividend, as Amanda pointed out, was part of a recapitalization that we funded with our $35 million deployment. So the $5 million dividend from OHANA was actually our pro rata share of our own investment in those convertible prefs. So as such, we shouldn't consider that to be a recurring dividend from Wahana. And as Amanda said, the focus continues to be on organic growth, and they've been doing a great job of that. So all in all, just like owning Alaris units, the investments we have in our portfolio partners have a base of steady, safe cash distributions that offer optionality on the upside that makes it very unique and very desirable in its risk-return profile. At a high level, the portfolio continues to be very healthy. Amanda has given a lengthy synopsis of most of them, so I'm happy to answer any questions about the specific partners at the end of this call. But the nice thing is that our largest investments continue to be some of our best performers. I do highlight Sonobello, even though they did have some pressure from the election, as every large advertiser did in America. Their new offerings and the path that they're on in terms of new locations, new offerings continues to increase the value that we foresee for a targeted 2027 exit. Ohana, the Planet Fitness System has instituted their first price increase on their base memberships from $10 to $15. We're seeing a really nice impact from that. with extra revenue without a corresponding decrease in membership uptake. DNM, Fleet, Shipyard, all companies that are showing really, really positive signs in their businesses. So we have tremendous common equity optionality on all five of those large investments. So very happy with where we sit today. From a deployment perspective, the increase in deal flow that was expected in the US markets in the second half really has failed to materialize. But we have been efficient in the opportunities that have been shown to us. and feel very good about our deployment opportunities to finish out this year, new partners and funding growth capital for our current partners both. So, we feel good about where we're sitting. We have plenty of wherewithal on our balance sheet to fund the opportunities at hand. So, we feel very good about that. So, Didi, I'll turn it over to you and to anybody that has any specific questions.

Thank you. As a reminder, to ask a question, please press star 11 on your telephone and wait for your name to be announced. To withdraw your question, please press star 11 again. Please stand by while we compile the Q&A roster. And our first question today comes from Nick Preby of CIBC Capital Markets. Your line is open.

Thanks. I want to start with a question on the healthy common distribution from Fleet. The company has a June 30th year end. What would the distribution to common equity holders have represented in terms of a payout ratio on that company's prior year earnings?

Yeah, it certainly didn't pay out all of their earnings, Nick. We own 42% of the common equity of Fleet. So, you know, you can do the math on what the total common equity dividends are because we got $15 million U.S. for our 42%, but that was not all of their income.

Got it. But it does sound, because of the magnitude of the dividend increase year over year, nearly tripling, it sounds like it is being funded entirely by earnings as opposed to any sort of asset sales or divestitures or anything like that.

That's correct. Last year, they could have paid out more, but they actually used part of their earnings to buy out a legacy shareholder. So that's why it went up considerably this year is because we didn't have that use of capital compared to the last year.

Got it. Okay, that's good. And then just on the Ohana dividend recap, can you just share with us the fully picked feature of that investment? I guess what What prompted that and just based on the ECR, your comfort level with distribution sustainability there?

Yeah, the Ohana recap was actually a part of a larger transaction that we're working on, so that's why it is a pick. We view that as a little bit of a temporary investment in them that needed to be funded. And in terms of their ECR, we're very comfortable there. Keep in mind that our ECR includes CapEx, And so OHANA is always going to have a low ECR because they pump most of their money back into the business to fund new locations and equipment and whatnot. So all of that is quite discretionary. So it's almost a misleading number.

And I'll just add the other thing that they are able to do – for their bank, but we don't do within our own ECR, is for the new clubs that are open, the drag for that opening period before they're cash flow positive, which is a short period of time, they get to add that back for their bank covenants, but in our ECRs, we're showing that drag within their cash flow. So once you take out that, and given the amount of growth, the ECR is much lower. much higher.

Yeah, and I'd point out it's the same equation for Sonobello. Sonobello looks artificially low, but they know what their free cash flow is, and they adjust their CapEx budget accordingly, and again, that is discretionary at the board's discretion. So, yeah, the free cash flow of both of those companies is significantly higher than what the ECR would suggest.

Got it. Okay, that's great color. I'll pass the line. Thank you.

Thank you. Thank you. Our next question comes from Zachary Evershed at National Bank Financial. Your line is open.

Good morning, everyone. Congrats on the quarter. Thanks, Zach. So just wanted to follow up on that comment you made about the kind of temporary investment in Ohana. Are you able to elaborate more on what you're driving towards for the final deal structure?

No, probably shouldn't until it closes because no deal is certain. As you know, we've been working on more transactions similar to Sona Bello. We're hoping to do something with Ohana, but no guarantees.

Makes sense. Thank you. And could you give us an update on what you're seeing in terms of deal flow split from new companies versus existing partners in the portfolio?

Yeah, it's about 50-50. There's actually four of our 19 partners that are currently working on acquisitions that they would need our backing with. So that's a good level of activity and something that we really focus on when we're choosing new partners is having people that will have growth opportunities for more capital. So, not only does that increase our deployment, it really can lead to outside common equity gains when you fund those acquisitions with preferred equity that's capped in its growth and exit, it really transfers a lot of a lot of the return profile to the common, which we now, in almost every case, own. So that's a real focus for us when we choose a new partner. We've done a good job of that, so we've got a fulsome slate of opportunities there. And then we've got a couple or three new partners that we're going through the process on right now.

Good color, thanks. On the flip side of that, anyone else thinking about redemption?

We've got, as I mentioned earlier, like we've really had very few redemptions over the last five years because of first COVID and then rising interest rate environment. So I do expect a pretty healthy list of redemptions over the next, I'd say, 24 months. So there's nothing that's imminent in the next few months, but I do expect some redemptions in 25 for sure.

Gotcha. Thanks. And then beyond the implications for the exchange rate, which benefits you, are there any impacts on your business to call out from the U.S. election results?

Not really, no. Yeah, I mean, you never know until they really sink their teeth into it. But no, none of our partners have. anything that would be impacted by potential tariffs or anything like that. I guess LMS would be one on steel importation but that's more into Canada than the US and they do have a new source coming up in the next couple of months with a mill that they actually partially funded in Arkansas that they'll get preferred supply from going forward so they won't have to import as much steel So, no, other than that, there's nothing obvious in our portfolio that would be impacted.

Great, Collier. Thanks. I'll turn it over. Thanks.

Thank you. And as a reminder, if you have a question, please press star 1-1. One moment for our next question. And our next question comes from Gary Ho of Desjardins Capital Markets. Your line is open.

Thanks. Good morning. Good morning, Eric. Hi. Steve, how about we start with you? Just maybe a high level. You know, I followed the story a while and saw the evolution from Miller strictly prep investing to kind of comments a few years ago and managing third party capital with BCC. Just wondering, you know, when you look out three to five years from now, are there any other initiatives that you and the board might be looking at?

Well, I think eventually, and this really depends, our shares have not reflected the value of our business for the last few years. So I think... The third party capital could transcend more than just individual company transactions. You could have a private pool of capital to make new investments with that would work in conjunction with the public capital. And you would use each accordingly based on, you know, the cost of that capital and the flexibility of that capital. So that's something maybe longer term that we would look at. You know, we've had a lot of exposure from the Sonobello Brookfield transaction as well as the one we're working on now. So I think we're probably in a better position to do something like that if we wanted to. But again, I think that's longer term.

Okay, so that's kind of more swapping from balance sheet capital to earning more of a management fee? Yeah. Okay. And then my next question may be for Amanda. So of the $33 million of fair value right up this quarter, I know part of it was due to decrease in interest rates impacting the DCF. Just wondering if you can parse out how much of that was related to rates and perhaps how much is driven by operations improving sequentially.

The discount rate movement had a larger impact on common than it did on press. And that may really just be a timing because at the third quarter, we do start to go through all the resets for PrEP. But it's about half to two-thirds of that 33 that is really driven by the discount rate movement.

Okay, that's helpful. And then my last one, just on BCC, there's decent fair value gain on that one. Where are we in the store count growth journey for them today? And just remind me of the game plan and timing for monetization with Brookfield down the road.

Yeah, there's a five-year put right that was put in as part of that deal with Brookfield. So we've got about three and a half years left before that put right comes into place. So you'd want to probably be in the market before then. So yeah, 27 is kind of the target there.

And then in terms of the store count, and it sounds like they're kind of adding services there too.

Yeah, they are. Yeah, so as Amanda mentioned, they've got a new division called Contour, which does breast augmentation. They're also really moving into things like skin reduction with all the people that are on Ozempic. They are finding that at the end of their Ozempic journey, they don't like the way they look because they've got a huge amount of skin and and some places on their body where you've got pockets of fat that they haven't been able to get rid of. So that really turns them into Sonobello patients where they can do skin reduction and some liposuction to smooth out their appearance and give them that win that they were dreaming of when they started down their journey.

Okay. Great. Those are all the questions. Thank you. Thanks.

Thank you. I'm not showing any further questions at this time. I'd like to turn it back to Steve King for closing remarks.

Great. Thank you very much, DeeDee, and thanks, everybody, for your questions and for tuning in. As always, please call us directly if you have anything further, but we look forward to talking to you in the new year with our year-end results. Thanks very much.

This concludes today's conference call. Thank you for participating, and you may now disconnect.