Alaris Equity Partners Income Trust

Good day and thank you for standing by. Welcome to the Alaris Q4 2025 earnings release conference. 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 1 1 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 1 1 again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Amanda Fraser, Chief Financial Officer. Please go ahead.

Thank you, Didi. Good morning and thank you all for joining us today to discuss our 2025 financial results. I'm joined on the call by Steve King, President and CEO. Before we begin, I'd like to remind everyone that all financial figures discussed are in Canadian dollars unless otherwise indicated. Please note that some comments made during this call may include forward-looking statements. These statements are based on current assumptions and involve risks and uncertainties, so actual results may differ materially. For more detailed information on the factors, assumptions, and risks involved, please refer to our press release issued last night and the management discussion and analysis under the headings forward-looking statements and risk factors available on CDAR at cdarplus.com and on our website. We will also be referencing certain non-IFRS measures, which may be presented differently than similar measures by other companies. Additional information and reconciliations related to these measures can be found in the press release and MD&A. I'll begin with a review of our fourth quarter and full year 2025 results. Overall, 2025 was a strong year from an operating perspective. We generated growth in total revenue and operating income, increased net book value per unit over the course of the year, and completed record capital deployment and maintained a payout ratio below our target range. While reported earnings were affected by unrealized foreign exchange losses, the underlying operating performance of the business remained solid. Starting with net book value, net book value per unit decreased 38 cents in the quarter to 24.79 reflecting 54 cents per unit of earnings from operations offset by 44 cents per unit of unrealized foreign exchange losses and 37 cents per unit of distributions declared. For the full year net book value per unit increased 64 cents driven by $3.33 per unit of earnings from operations, partially offset by $1.13 per unit of unrealized FX losses and $1.39 per unit in distributions. NCIB repurchases added approximately $0.06 per unit to book value. On the income side, total revenue and operating income increased by 15.9% in Q4 and 14% for the full year, driven primarily by stronger fair value performance across the portfolio, including a $73.2 million net realized and unrealized gain on partner investments in 2025 compared to $47.3 million in 2024. Total partner distribution revenue decreased 2.6% in Q4 and 2.5% for the full year. Within that, preferred partner distribution revenue was flat in Q4 but increased 4.2% for the year, reflecting contributions from new and follow-on investments in Berg, PEC, McCoy, Shipyard, Cressa, Renew, and Optimus. Those gains were partially offset by deferred distributions from GWM and lower yield on OHANA following the 2024 transaction and deferred distributions from FMP during the year. Common distribution revenue declined 36.3% in Q4 and 33% for the year, largely due to the timing and variability of common distributions. It's worth noting that 2024 included elevated common distributions from Fleet and a one-time common distribution from Ohana that did not reoccur in 2025. Excluding those two items, common distributions from the rest of the portfolio increased by approximately 10% year-over-year. The annualized distribution yield on preferred capital invested was 12.4% for both the quarter and the full year. Turning to fair value during the fourth quarter and full year, the acquisition entities recorded net unrealized fair value gains of $8.6 million and $72.1 million, respectively, on partner investments. In Q4, the most notable increases came from Fleet and SCR, along with smaller positive adjustments across several other partners, partially offset by decreases in FMP and PEC. For the full year, the principal valuation increases were recorded in shipyard, edgewater, and fleet, partially offset by declines in GWM and FMP. The total value return on invested capital, which combines realized cash distributions and unrealized fair value changes relative to invested capital, was 3.1% in Q4 and 16.2% for the year. operating costs and other expenses within the acquisition entities decreased 17.9% in Q4 and 2.7% for the year, primarily due to lower income taxes partially offset by higher transaction costs associated with the new investments and increased finance costs related to funding those transactions. At the trust level, general and administrative expenses decreased 17.3% in Q4 and 10.6% for the full year, primarily reflecting lower management bonus accruals driven by lower realized gains during the year. Finance costs increased in both the quarter and the year, reflecting the issuance of a $92 million convertible debenture in June and $115 million convertible debenture in December, as well as the amortization of related financing costs. Earnings from operations increased 34.8% in Q4 and 17.3% for the full year. reflecting higher revenue and operating income and lower G&A expenses. However, earnings and comprehensive income for Q4 2025 was a loss of $200,000 compared to income of $77.9 million in Q4 2024. The change was primarily due to an unrealized foreign exchange loss of $20 million in Q4 2025 compared to an unrealized foreign exchange gain of $61.6 million in Q4 2024. Excluding unrealized foreign exchange in both periods, earnings and comprehensive income for Q4 2025 was $19.7 million, up 20.9% from $16.3 million in Q4 2024. For the full year, earnings and comprehensive income decreased by 61% to $90.8 million compared to $234.4 million in 2024. This decrease primarily reflects a 51.2 million unrealized foreign exchange loss in 2025 compared to an 80.8 million unrealized foreign exchange gain in 2024, as well as the absence of the non-recurring 30.3 million gain related to our accounting transition, which was recorded in January of 2024. Excluding all the unrealized foreign exchange in both years and excluding the 2024 accounting transition gain, 2025 earnings and comprehensive income were $142 million, an increase of 15.2% from $123 million in 2024. Moving to distributable cash flow, ALERIS' net distributable cash flow per unit decreased by 24.3% in Q4 and 16% for the full year compared to 2024. The decrease primarily reflects the timing and variability of common partner distribution, the timing of cash tax payments, and higher transaction related activity during the period. Even with that decline, the payout ratio was 64.2% in Q4 and 56.6% for the full year, both remaining below our target range of 65 to 70%. During 2025, we also repurchased and canceled 465,000 units under the NCIB at an average price of $18.87 per unit. For a total consideration of $8.8 million, including those repurchases, the payout ratio on cash disbursement was 62% for the year. From a balance sheet perspective, we continue to strengthen and align our capital structure in 2025. During the year, we amended our senior credit facility, extending the maturity to September 2029 and converting the facility from $500 million Canadian to $450 million U.S. better aligning our borrowing capacity with our U.S. dollar investment base. At year end, $312.8 million was drawn on the facility, leaving approximately $138 million available for U.S., available for new transactions. As noted earlier, we also completed two convertible debenture issuances, $92 million in June 2025 bearing interest at 6.5%, $150 million in December bearing interest at 6.25%, These financings supported investment activity and repayment of senior indebtedness at the acquisition entity level. From a portfolio perspective, the underlying picture remains constructive. Across the portfolio, the weighted average ECR remains approximately 1.5 times, which we view as healthy overall. We continue to have strong diversification by industry and partner-specific drivers. That said, there were a few areas of pressure during the year. FMP was affected by suspended contracts tied to changes in U.S. federal procurement policies. GWM experienced lower earnings and deferred distributions while it works through a senior covenant issue. We also continue to be active on the capital deployment front. In Q4 alone, we invested $115 million in Optimus, $30 million U.S. in Renew, and $20.5 million U.S. in a follow-on investment in Cressa. Looking ahead, we expect Q1 2026 total partner revenue of approximately $46.9 million. Based on current contractual terms and assumptions, our run rate revenue for the next 12 months is approximately $200 million. We currently estimate run rate G&A at approximately $20.5 million, and based on current assumptions, we expect the run rate payout ratio for 2026 to be in the 60% to 65% range. We believe that positions us well to continue funding growth, supporting distributions, and maintaining balance sheet flexibility. And on that note, I will turn it over to Steve for his comments.

Great. Thanks, Amanda, and thanks everybody for tuning in. Really, as much as 2025 was a record year for Alaris, I'm even more optimistic about what could potentially transpire in 26. We have positive momentum from deployment coming off a record year of $387 million. and new partnerships in 26, as well as follow-on opportunities with our now record number of 23 current platform partners promises to power even more growth into the future. Of our 23 partners, they're on pace to have very good years, we believe, as we strive to have our 22nd out of 23 years with positive partner contribution adjustments. This year, we benefit from 11 cents of new earnings that came from growth of our partners in 2025. While our largest holdings in BCC, Ohana, and the shipyard continue to be very stable, I'm pleased with the fact that a few of the companies that have experienced headwinds that Amanda was talking about are now showing very good signs of recovery. GWM is having an excellent first quarter, seems poised to regain the growth curve that they had exhibited in the past. FMP is also seeing positive signs that U.S. government spending in their sector is starting to return, despite the uncertainty that still exists in Washington. And SCR has also received quite a bit of new work as you'd expect in the red hot mining services sector and has grown revenue and earnings dramatically. 2026 should also be the year that Alera starts to harvest the common equity investments that we started making in 2019. While timing and even execution of divestitures can't be certain, we do expect that at least two of our partners will sell this year, triggering common equity gains that can then be redeployed into new transactions. In situations where common equity has grown faster than our preferred equity, which is almost most often the case, redeploying capital back into our normal deal structures of 80% prefs, 20% common, will result in increases of our structured revenues and earnings. This compounding effect, especially in our larger investments, can accelerate our long-term growth and allow us to make meaningful additions to our dividend stream to shareholders. Being at the bottom end of our targeted payout ratio right now leaves us in a great position to consider another dividend raise when incremental earnings from deployment comes in the future. We believe that this formulaic approach to capital allocation will drive a lower cost of capital for our company, as the market has shown in the past three months since our last dividend increase, and allow our company to grow quickly and profitably as new investments come to fruition. Finally, I'd like to reiterate what I mentioned in my President's message in the press release. Alaris's top quartile returns cannot happen without an extraordinary sacrifice from our 24 employees as well as our service providers. From deal sourcing, diligence, monitoring, legal, accounting attacks, these are people that not only do great work but they also ensure that culturally Alaris continues to be known as a group that entrepreneurs want to partner with. Thank you to each and every one of you as well as our unit holders for continuing to support our company. Didi will open it up to questions if there are any.

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 comes from Gary Ho of DigiXen Capital Markets. Your line is open.

Hey, good morning. Thanks for taking my question. Steve, maybe just go back to your last comment there. Markets have generally been fairly healthy. Valuations as well. Sounded like you're more upbeat on monetization opportunities. Maybe can you talk about how the environment is today and what gives you confidence that, you know, perhaps maybe two plus monetizations this year and any thoughts around that? Yeah.

Yeah, I think the underlying thing, Gary, is that, you know, in my 34 years in the business, if you have a really good asset, it almost doesn't matter what specific environment you're in. Obviously, around the margin of valuations, it'll have some impact. But there's still a massive amount of undeployed capital out there in the private equity industry. And what we continue to see, even in an environment like this that isn't completely frothy, like it has been in the past, is that really good assets sell at really good prices. So, you know, looking at a deal that we're bidding on right now, there were 50 bids from private equity firms, and the company is taking 12 private equity firms to management meetings in the finals. Like, that's just a huge number. So while mid to low market private equity funds have had a really tough time raising new capital, there still is a lot of liquidity in the market. So that makes it tough to win new deals, but on the flip side, it gives us some confidence on sale processes.

Okay, makes sense. And then my second one, maybe on Sunabello, your largest investment by pair value. Can you talk about how the business is performing, store growth, backlog, perhaps maybe more kind of up-to-date thoughts on the weight loss drug impact? And just remind me the monetization expectations with that one now.

Yeah, Sonobello, this is going to be a really pivotal year for them. If you rewind a couple of years ago when the GLP-1s really started to make their mark, we weren't sure what the net impact would be. So from one side of it, a very obese person is not a candidate for liposuction. Liposuction typically can take out around five pounds of fat in a procedure, so if you're 400 pounds, what does that do for you? So GLP-1s have had a positive impact in terms of bringing more clients into the range where they are eligible for liposuction. But then on the flip side, people that do have an extra you know, 10, 20 pounds, they sometimes have gone to GLP-1s instead of liposuction. So I think net-net, a couple years in, I think it's been neutral. So liposuction as a sector has been relatively flat. But what we've seen now two years in is that it's brought new products to the forefront. Skin tightening has become a really big part of the business where a couple of years ago it wasn't. So if you have lost that amount of weight, typically people don't like the look of themselves after that's happened because they have so much excess skin. So now skin tightening is a big part of what Sunabello does and as you know the company has also moved into breast augmentation and so GLP-1s have also had very positive impact on breast augmentation business as people that have lost, women that have lost a lot of weight look for lifts and implants as they have lost volume. in their breasts. So without getting too deep into all of this, it's been a positive. The breast augmentation division is one that is going to experience significant growth this year as we retrofit our 130 locations to be able to accommodate that. Obviously that doesn't happen overnight and it doesn't happen all within this year, but the growth curve for Sonobello is is very much there. And we are looking at, you know, between ourselves, the founders and Brookfield, our partners, we're probably looking at kind of 28, 29 for crystallization there.

Okay, perfect. No, thanks for those comments. And maybe just one more for me, more higher level questions. So AI chatter has been topical and accelerated in the past few months. Steve, curious if you've had chats with individual partners and how to kind of prepare for any potential disruptions, any specific partners to call out that might be a bit more susceptible.

Yeah, we have. And it's a big part of our diligence on any new deal as well, what the potential impacts there could be. So I think of particular interest would be our consulting companies. And I think you've got a couple of answers there, short-term and long-term. In the short-term, AI is making their businesses quite a bit better and more efficient as they're able to do more with fewer people. And they're also helping to bring AI to their customers. So they're part of that solution. Over the long term, I think that kind of remains to be seen. Does AI replace the need for some of these consultants, management consultants and business consultants? That's, I think, what remains to be seen. One thing I'm very confident in is The managers we have in our consulting businesses are extremely well aware of this, and I think we'll pivot as needed. So right now it's a positive. Ten years from now, we'll see.

Okay, great. Thanks for those comments. That's it for me. Appreciate you taking my questions. Thanks, Gray.

Thank you. And our next question comes from Stephen Boland of Raymond James. Your line is open.

Thanks very much. Just a technical question. Just in terms of your payout guidance for 2026, does that include the harvesting of those two partners that you mentioned?

No, that's just based on the outlook table in the MD&A. So that's just go forward. expected revenues as well as G&A distributions and financing costs and taxes.

Okay. And Steve, just in terms of like, you're asked about AI, but I'm curious what segments you find attractive right now. I know you're opportunistic in terms of good businesses, but is there any sectors that you'd like to enter or ones that you're staying away from?

Well, I mean, things that have too much of a technology bent to them that would have more disruption and obsolescence risk are ones that we've kind of always tried to stay away from, and that'll continue. So there will be, as there always has been, a real focus on required services. So, you know, you look at something like healthcare services, Renew, the company that we just invested in out of California, supplying anesthesiologists and radiologists to major hospital systems in the U.S. That's the kind of steady business that is not impacted really by technology or the economy for that matter. So things like that will continue to be our focus. Low debt, low capex. Number one thing being, you know, young managers that choose us because they want to stay in as opposed to wanting to sell. So those are things that have worked for us for 22 years and I think still will work.

Okay. Thanks very much. Thank you.

Thank you. And our next question comes from Zachary Evershed of National Bank Capital Markets. Your line is open.

Good morning, everyone. Congrats on the quarter. Thank you. So just a few housekeeping ones for me. Any portion of FMP's partial payments still included in your run rate revenue projections?

Not at this time. You know, we disclosed that we'll assess on a quarterly basis their cash flow ability, and we'll probably do something more like a quarterly sweep. But we haven't currently reflected anything in the outlook. So that will all be incremental to the year.

Gotcha. Thanks. And could you provide us any additional indication on your expectations for common distribution, timing, and magnitude this year?

So there's currently about 16 million of common distributions reflected in the outlook. It's a bit lower than last year, really just with some uncertainty in the market. We were being more conservative, but probably room for upside as we continue through 2026.

Gotcha, thanks. And similar pacing to last year, I assume?

Yeah, with generally Fleet being one of our largest common dividend payers in Q3, you generally will see that seasonality. Q3 will be a big common quarter for us historically, and then something more measured and equal through Q1, Q2, and Q4.

I think on the common side, we'll also start to see enhanced common dividends from Edgewater. Edgewater is our nuclear engineering firm out of Tennessee and as most people know, nuclear is a very hot space right now both from an energy point of view with AI data centers as well as defense in the U.S. So they have won some very large contracts as really growing their earnings, we think that's just the start of it. So I think you can expect to see some significant increases in their common dividends.

Great, Collier. Thanks. And just one last one. What's the intention for the renewal of the NCIB program, given that the stock is still trading under book value per unit and the payout ratio is below target as well?

Yeah, I think for us that's something that we'll play it by ear to see how our stock trades. I do want to establish a really clear track record of dividend growth and I think the market has shown that they will pay for companies that have a good consistent dividend growth track record. So I think that will be probably more of the focus at this point, especially as our share price goes closer and closer to our book value. But that all depends if you have some kind of a shock to the market or to our stock specifically, that we could certainly put more of our capital into NCIBs if that happens.

Great, thanks. I'll turn it over.

Thank you. Thank you. And our next question comes from Matthew Lee of CDF. His line is open.

Hi, guys. Thanks for taking my question. I jumped on a little late, so I'm hoping I didn't ask someone that's already been answered. But, you know, as a whole, things look pretty sturdy in the portfolio. FMP and GWM, though, both took pretty sizable reductions this quarter. Maybe just talk about the outlook on those two businesses. Can it be rectified in 26 and should we expect the most fair value to sort of flatten out in the coming quarters? Thanks.

Yeah, I did touch on it, Matt, but both companies are actually seeing very good signs early this year. Both are ahead of their budget. GWM in particular has had some very nice contract wins, much needed. So they're ahead of budget and ahead of where they need to be to pay what we want to be paid this coming year. So that's a great sign. FMP also, they're seeing government agencies start to spend money again. There's been just a huge amount of fear, to put it bluntly, within a lot of government agencies in the U.S. with all the uncertainty. and kind of fear-mongering within Washington right now. But work needs to be done. And so they're seeing contracts come back. They're seeing new requests for information and requests for proposals that they haven't seen in the last year come back. So they'll be just fine. We've got just a wonderful management team there and with GWM as well. So we don't have any kind of long-term issues there, but just businesses that need to be built back up, and they're definitely well on their way to doing that.

Okay, that's helpful. And then maybe just one on Shipyard. Good year overall, but then a bit of a turn on the fair market value this quarter. Is there anything in particular that happened there or just a change of inputs?

Shipyard did a transaction earlier in the year. It's just been a bit slower to start. It affected the cash flows really going into their DCF model. So a bit of a step down, you know, over the, you know, when you look at the year overall from fair value, Shipyard is definitely an outperformer. Just a bit of tightening of that fair value at December as we, you know, look to their 2026 forecast.

Yeah, one of the issues with... you know, using a DCF model every quarter is that it's probably too reactive, to be honest. Values of companies don't change based on, you know, one quarter of slightly lower earnings. So that's unfortunately the world we're living in as a public company. But, yeah, no issues with Shipyard.

All right. Understood. Thanks, guys.

Thank you. And our next question comes from Trevor Reynolds of Acumen. Your line is open.

Morning, guys. I was wondering if you guys could provide an update on Ohana. You did highlight in the release the click to cancel had a little bigger impact on the full rollout. So I was just wondering if you could provide a little update out there.

Yeah, I think that's fair to say, Trevor. The click to cancel that... that the corporate headquarters at Planet Fitness instituted for all of their franchisees has been a negative. Our membership growth has definitely stalled because of that. It's unfortunate because it ended up not being mandated by the government. It was just our own headquarters doing it. That's been a little bit of a negative there. no issues in terms of profitability or anything like that, just kind of a slowdown of membership growth. So, you know, I think there are some franchisees out there that will slow their build-outs of new clubs. There could be some other franchisees that look to sell because of this, and that could be of definite interest to us between ourselves and our our co-investor partner on this one, we would be ready to acquire other locations as they come up and hopefully the multiples of you know, have come down a little bit because of this, so it could be opportunistic for us. We don't view it as a long-term thing. Once you get through kind of the initial impact of click to cancel, I think that goes away and you can get back to regular growth rates, so I think we're almost there, but yeah, it has been a negative for the last few months in that system.

And how are the membership increases being absorbed?

The fee increases. Sorry, I don't understand your question.

Just the fee increases that have been introduced over the past kind of year. I know that there are some increases on the rates, membership rates.

Yeah, I think all of that has gone fine. I don't think that that's had any real impact on memberships. One of their larger competitors, Crunch, has stayed at $999, and that's maybe given them a slight leg up. But I think overall, I like what it's done for our system, getting 50% more from base customers. Obviously, that would take a significant amount of of lower membership numbers to make up for that. So I think net-net, it's been a smart move.

Okay, great. And just on Sanabello, payment in kind again, or this quarter, what's the expectation here over the coming quarters? Do you think they continue payment in kind?

No. No, they don't expect to pick in 26. As I talked about before, we've got, you know, a pivotal time in terms of retrofitting a lot of our clinics. So, you know, a lot of their capital has been focused on growth and build-out, which is why they picked us. But, yeah, I think in their budget for 26, it does not include any pick.

Okay, great. And last one, just any update on Heritage?

Heritage is chugging along. I think the management team is doing a good job building back some contracts and they're cash flow positive with no debt. So really the goal is there to just keep on building, keep on working with their management and likely sell the business once it's at a reasonable size.

Great. Thanks for taking my questions.

Thank you. I show no further questions at this time. I'd like to turn it back to Steve King for closing remarks.

Great. Thanks very much everybody. A really gratifying year for us in 2025. And as I mentioned in my notes, I couldn't be more excited about 26. We've been cultivating a lot of these investments that have common equity in them, which is now most of our portfolio. And we're getting to a time now where we're going to have some pretty exciting end results. One of the things that I love about our structure is that we get into an asset class that other people really have a tough time getting into. Managers buying companies from founders one founder buying out another founder, and we get to go in along with those insiders at those insiders' valuations that they've negotiated with the other party. And then with the drafts being capped in their annual growth and capped on exit, it really magnifies the returns of the common equity. So I'm excited to start being able to show that to our shareholders, especially over the not just this year, but the next 36 months in particular, I think is going to be a really active time for us on those crystallizations and certainly give us some great catalysts to not just deploy more capital, but also really drive some significant dividend increases over that time. So thank you very much for tuning in and we'll report back to you next quarter.

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