Operator
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 speakers' presentation, there will be a question-and-answer session.
To ask a question during the session, you will need to press *1-1 on your telephone. You will then hear an automated message advising your hand is raised.
To withdraw your question, please press *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 Frazer, Chief Financial Officer. Please go ahead.
Amanda Frazer
Thank you, Didi. Good morning, and thank you all for joining us today to discuss our 2025 financial results.
I am 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, 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 SEDAR at sedarplus.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 6 cents 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, Cresa, Renue, 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 dollar convertible debenture in June and a $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 100 and $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, Alaris's 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 distributions, 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 46,000 465,000 units under the NCIB at an average price of $18.87 per unit for total consideration of $8.8 million.
Including those repurchases, the payout ratio on cash disbursements 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 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%, $115 million in December bearing interest at 62 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 Renue, and $20.5 million U.S.
in a follow-on investment in Cresa. 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. On that note, I will turn it over to Steve for his comments.
Steve King
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.
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. 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 Alaris starts to harvest the common equity investments that we started making in 2 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 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 come 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, and tax, 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 unitholders for continuing to support our company.
Didi, we'll open it up to questions if there are any.
Operator
Thank you. As a reminder, to ask a question, please press *1-1 on your telephone and wait for your name to be announced.
To withdraw your question, please press *1-1 again. Please stand by while we compile the Q&A roster.
Our first question comes from Gary Ho of Desjardins Capital Markets. Your line is open.
Gary Ho
Hey, good morning. Thanks for taking my questions.
Steve, maybe just go back to your last comments 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 perhaps maybe two, two-plus monetizations this year, and any thoughts around that?
Yeah.
Steve King
I think the underlying thing, Gary, is that 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.
There's still a massive amount of undeployed capital out there in the private equity industry. 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.
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. That's just a huge number.
While mid to low-market private equity funds have had a really tough time in raising new capital, there still is a lot of liquidity in the market, and so that makes it tough to win new deals, but on the flip side gives us some confidence on sale processes.
Gary Ho
Okay. Makes sense.
Then my second one, maybe on Sono Bello, your largest investment by fair 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?
Just remind me the monetization expectations with that one now.
Steve King
Sono Bello, this is going to be a really pivotal year for them. If you rewind a couple years ago when the GLP-1s really started to make their mark, we weren't sure what the net impact would be.
From one side of it, a very obese person is not a candidate for liposuction. Liposuction typically can take out around 5 pounds of fat in a procedure.
If you're 400 pounds, what does that do for you? GLP-1s have had a positive impact in terms of bringing more clients into the range where they are eligible for liposuction.
Then on the flip side, people that do have an extra 10, 20 pounds, they sometimes have gone to GLP-1s instead of liposuction. I think net-net, a couple years in, I think it's been neutral.
Liposuction as a sector has been relatively flat. 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 years ago it wasn't. 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.
Now skin tightening is a big part of what Sono Bello does. As the company has also moved into breast augmentation.
GLP-1s have also had very positive impact on the breast augmentation business as women that have lost a lot of weight, look for lifts and implants as they've lost volume in their breasts. Without getting too deep into all of this, it's been a positive net-net.
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 Sono Bello is very much there.
We are looking at, between ourselves, the founders, and Brookfield, our partners, we're probably looking at kind of '28, '29 for crystallization there.
Gary Ho
Okay. Perfect.
No, thanks for those comments. Maybe just one more for me, more higher-level question.
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?
Steve King
We have. It's a big part of our diligence on any new deal as well, what the potential impacts there could be.
I think of particular interest would be our consulting companies. 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. They're also helping to bring AI to their customers.
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, the managers we have in our consulting businesses are extremely well aware of this and I think will pivot as needed. Right now it's a positive.
10 years from now, we'll see.
Gary Ho
Okay. Great.
No, thanks for those comments. That's it for me.
Appreciate taking my questions.
Steve King
Thanks, Gary.
Operator
Thank you. Our next question comes from Stephen Boland of Raymond James.
Your line is open.
Stephen Boland
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?
Amanda Frazer
No, that's just based on the outlook table in the MD&A. That's just go-forward expected revenues, as well as G&A, distributions, and financing costs and taxes.
Stephen Boland
Okay. Steve, just in terms of, you were 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?
Steve King
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. There will be, as there always has been, a real focus on required services.
You look at something like healthcare services, Renue, 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. Things like that will continue to be our focus: low debt, low capex, number one thing being young managers that choose us because they want to stay in as opposed to wanting to sell.
Those are things that have worked for us for 22 years and I think still will work.
Stephen Boland
Okay. Thanks very much.
Steve King
Thank you.
Operator
Thank you. Our next question comes from Zachary Evershed of National Bank Capital Markets.
Your line is open.
Zachary Evershed
Good morning, everyone. Congrats on the quarter.
Steve King
Thank you.
Zachary Evershed
Just a few housekeeping ones for me. Any portion of FMP's partial payments still included in your run rate revenue projections?
Amanda Frazer
Not at this time. We disclose that we'll assess on a quarterly basis their cash flow ability and we'll probably do something more of a quarterly sweep, but we haven't currently reflected anything in the outlook.
That will all be incremental to the year.
Zachary Evershed
Gotcha. Thanks.
Could you provide us any additional indication on your expectations for common distribution timing and magnitude this year?
Amanda Frazer
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.
Zachary Evershed
Gotcha. Thanks.
Similar pacing to last year, I assume?
Amanda Frazer
With generally Fleet being one of our largest common dividend payers in Q3, generally we'll 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.
Steve King
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.
As most people know, nuclear is a very hot space right now, both from an energy point of view with the AI data centers, as well as defense in the U.S. They have won some very large contracts, has really grown their earnings.
We think that's just the start of it. I think you can expect to see some significant increases in their common dividends.
Zachary Evershed
Great color. Thanks.
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?
Steve King
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.
I think the market has shown that they will pay for companies that have a good, consistent dividend growth track record. 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.
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.
Zachary Evershed
Great. Thanks.
I'll turn it over.
Steve King
Thank you.
Operator
Thank you. Our next question comes from Matthew Lee of Canaccord Genuity.
Your line is open.
Matthew Lee
Hi, guys. Thanks for taking my question.
I jumped on a little late, hoping I didn't ask something that's already been answered. 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 they be rectified in '26, and should we expect fair value to sort of flatten out in the coming quarters? Thanks.
Steve King
I did touch on it, Matt. 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. They're ahead of budget and ahead of where they need to be to pay what we want to be paid this coming year.
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 fearmongering within Washington right now.
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.
They'll be just fine. We've got just a wonderful management team there and with GWM as well.
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.
Matthew Lee
Okay. That's helpful.
Then maybe just one on Shipyard, a 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?
Amanda Frazer
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. A bit of a step down.
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 looked to their 2026 forecast.
Steve King
One of the issues with using a DCF model every quarter is that it's probably too reactive, to be honest. Values of companies don't change based on one quarter of slightly lower earnings.
That's unfortunately the world we're living in as a public company, but yeah, no issues with Shipyard.
Matthew Lee
All right. Understood.
Thanks, guys.
Operator
Thank you. Our next question comes from Trevor Reynolds of Acumen.
Your line is open.
Trevor Reynolds
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 roll out. Just wondering if you can provide a little update on there.
Steve King
I think that's fair to say, Trevor. The click-to-cancel that 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 click-to-cancel 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, certainly no issues in terms of profitability or anything like that, just a kind of a slowdown of membership growth. 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 co-invest partner on this one. We would be ready to acquire other locations as they come up, and hopefully the multiples have come down a little bit because of this.
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. I think we're almost there.
It has been a negative for the last few months in that system.
Trevor Reynolds
How are the membership increases being absorbed? The fee increases?
Steve King
Sorry, I don't understand your question.
Trevor Reynolds
Just the fee increases that have been introduced over the past kind of year. I know that there was some increases on the membership rates.
Steve King
I think all of that has gone fine. I don't think that's had any real impact on memberships.
One of their larger competitors, Crunch, has stayed at $9.99, and that's maybe given them a slight leg up. I think overall, I like kind of what it's done for our system, getting 50% more from base customers.
Obviously, it would take a significant amount of lower membership numbers to make up for that. I think net-net, it's been a smart move.
Trevor Reynolds
Okay. Great.
Just on Sono Bello, payment-in-kind again or this quarter, what's the expectation here over the coming quarters? Do you think they continue payment-in-kind?
Steve King
No, they don't expect to PIK in '26. As I talked about before, we've got a pivotal time in terms of retrofitting a lot of our clinics.
A lot of their capital has been focused on growth and build-out, which is why they PIK'd us. I think in their budget for '26, it does not include any PIK.
Trevor Reynolds
Okay. Great.
Last one, just any update on Heritage?
Steve King
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.
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.
Trevor Reynolds
Okay. Great.
Thanks for taking my questions.
Steve King
Yeah.
Operator
Thank you. I show no further questions at this time.
I'd like to turn it back to Steve King for closing remarks.
Steve King
Great. Thanks very much, everybody.
Really gratifying year for us in 2025. 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.
Then with the prefs being capped in their annual growth and capped on exit, it really magnifies the returns of the common equity. I'm excited to start being able to show that to our shareholders, especially over 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.
Thank you very much for tuning in, and we'll report back to you next quarter.
Operator
This concludes today's conference call. Thank you for participating.
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