FRRPF - Fiera Capital Corporation (FRRPF) Q2 2023 Earnings Call Transcript

2023-08-10 19:15:05 ET

Fiera Capital Corporation (FRRPF)

Q2 2023 Earnings Conference Call

August 10, 2023 10:00 AM ET

Company Participants

Marie-France Guay - Senior Vice President, Treasury, and Investor Relations

Jean-Guy Desjardins - Chairman and Global Chief Executive Officer

Lucas Pontillo - Executive Director and Global Chief Financial Officer

Jean Michel - President and Chief Investment Officer, Public Markets

John Valentini - President and Chief Executive Officer, Private Markets

Conference Call Participants

Etienne Ricard - BMO

Nik Priebe - CIBC Capital Markets

Chai Lin - Desjardins

Graham Ryding - TD Securities

Jaeme Gloyn - National Bank Financial

Presentation

Operator

Good morning. My name is Sylvie, and I will be your conference operator today. At this time, I would like to welcome everyone to Fiera Capital's Earnings Call to discuss Financial Results for the Second Quarter of 2023. All lines have been placed on mute to prevent any background noise. After the speakers' prepared remarks, there will be a question-and-answer period. As a reminder, this conference call is being recorded. [Operator Instructions] Thank you.

And I would like to turn the conference over to Marie-France Guay, Senior Vice President, Treasury, and Investor Relations. Ms. Guay, you may begin your conference.

Marie-France Guay

Thank you, Sylvie. Good morning, everyone. [Foreign Language]

Welcome to the Fiera Capital conference call to discuss our financial results for the second quarter of 2023. Note that today's call will be held in English.

Before we begin, I invite you to download a copy of today's presentation, which can be found in the Investor Relations section of our website at ir.fieracapital.com. Also note that comments made on today's call, including replies to certain questions may deal with forward-looking statements, which are subject to risks and uncertainties that may cause actual results to differ from expectations. I would ask you to take a moment to read the forward-looking statements on page two of the presentation.

On today's call, we will discuss our Q2 2023 results, starting with an update on our AUM flows, followed by highlights of our public and private market platforms, as well as our private wealth business. We will then review our financial performance.

Our speakers today are Mr. Jean-Guy Desjardins, Chairman of the Board and Global Chief Executive Officer; and Mr. Lucas Pontillo, Executive Director and Global Chief Financial Officer. Also available to answer questions following their prepared remarks will be Jean Michel, President and Chief Investment Officer, Public Markets; and John Valentini, President and Chief Executive Officer, Private Markets.

With that, I will now turn the call over to Jean.

Jean-Guy Desjardins

Thank you, Marie-France. Good morning, everyone, and thank you for joining us today. The resilience in the global economy, along with ongoing labor market imbalances and the sustained consumer spending, are supporting both activity and prices, resulting in central banks continuing to hike rates in the second quarter to apply more pressure to cool down the economy. As such, expectations for rate cuts have reduced in response and fixed income markets generated negative results in the second quarter as bond yields increased following a change in market expectations.

Global equity markets extended their 2023 gains in the second quarter, with the strong performance concentrated in indices more heavily weighted towards the mega-cap technology stocks. Whereas, the S&P/TSX, while still generating positive results, lagged due to their higher exposure to financials and resources.

For private markets, it has been a complex period for this space, where the overarching market forces have slowed the pace of investment across the industry, both with the speed of deployment and availability of capital for fundraising. Despite the industry headwinds faced, our private markets platform maintain a steady pace of deployment and flows as a testament to our investment teams' focus on long-term quality assets within their various investment portfolios.

Against this backdrop, we reported assets under management of $164.2 billion, which was essentially flat to March 31st. The neutral movement in AUM quarter-over-quarter gained from positive net organic growth from private markets and market appreciation in public markets, offset by outflows of certain AUM sub-advised by PineStone and rebalancing away from fixed income. AUM in private markets grew to $18.9 billion in the second quarter. We saw positive net organic growth into our private market strategies, which continue to drive top-line growth due to the higher fee rate of the strategies, compared to traditional public market strategies.

AUM in public market was $145.3 billion at the end of the second quarter of 2023, with new mandates outpacing lost mandates in the quarter. You will see that we have added further transparency to our reporting and separately disclosed AUM flows sub-advised by PineStone this quarter. Market gains in the quarter and year-to-date have neutralized and even outpaced the impact of the leakage experienced as expected and discussed last quarter. The net withdrawals of $1.9 billion in the quarter were mostly offset by $1.5 billion of market appreciation. Year-to-date, net withdrawals of $4.4 billion were more than offset by market appreciation of $5.3 billion.

We saw new allocations into the strategy from both institutional and private wealth clients, as part of multi-asset mandates. This reinforces how the Global Equity Strategy sub-advised by PineStone forms one part of the vast suite of offerings we provide to our clients, to achieve their overall investment objectives. This has translated to a stable amount of base management fees earned on this AUM, which has not decreased compared to the previous quarter or even year-on-year.

We continue to expect revenues to be largely unaffected by the pace of outflows related to PineStone, as the asset base continues to benefit from market appreciation, new flows, and new clients. Year-over-year, both end of second quarter and average AUM in public markets were essentially flat, compared to the same period last year.

Public markets AUM in the current quarter reflected a partial regain of the loss in asset values in 2022. However, AUM in the second quarter of 2022 reflected a still elevated market at the onset, before the full impact of the market downturn was experienced, which resulted in further equity re-balancing’s later on in the quarter.

AUM from our private wealth platform was essentially flat at $14 billion this quarter, with positive net organic growth generated from our private market strategies, offset by withdrawals from fixed income mandate in the U.S. Despite a challenging environment for flows during the quarter, given the persistent macroeconomic uncertainty and clients' continued overweighting to cash, we have seen the pace of redemptions decrease from the peak experienced in the fourth quarter of 2022.

So, I will now turn to our commercial and investment performance across our platforms in the quarter. Starting with our public market platform. We won $700 million of gross new mandates across all channels in the second quarter of 2023, driven largely by clients allocating to our LDI and U.S. tax-efficient strategies, which offer specific fixed income solutions. The $1.6 billion of negative net contribution, excluding net flows on AUM sub-advised by PineStone, were largely driven by allocations out of core fixed income strategies as the expectations for a slowdown in interest rate hikes reversed course this quarter, resulting in higher bond yields.

Our Atlas global equity strategy generated positive net organic growth in the quarter, which has almost doubled its AUM since our acquisition of the investment team only two years ago in June of 2021 to $1.6 billion.

Turning to investment performance in public markets. In equities, our track record of excellence on a trailing one-year basis continued as 95% of our AUM invested in equity strategies outperformed their benchmark, up from 91% in the previous quarter. Our Global Equity strategies lagged their benchmark this quarter due to the significant outperformance of mega-cap technology stocks, which were not prominent in either portfolio. Despite this, the Atlas team continues to maintain an outperformance relative to its benchmark year-to-date and a strong track record of performance over the medium and long-term and has outperformed the MSCI World Index by a notable 7.6% since its inception in 2017.

The Canadian Equity Team's flagship strategy had another strong quarter, as being overweight in the index-leading information technology sector and underweight in the worst-performing materials sector, enabled it to outperform the S&P/TSX Composite Index by over 200 basis points. Lastly, the U.S. Small Cap and Frontier Market strategies also outperformed their respective benchmarks in the quarter by a notable 5% and 7% respectively, with strong security selection being the main drivers of the added value.

Fixed income market stimulated overall negative results in the second quarter of 2023 as duration and curve effects in a rising interest rate environment resulted in other performance in the active core and strategic core strategies. Despite this, a number of our strategies outperformed their respective benchmarks, including the Integrated Core strategy with 35 basis points of value added generated from a combination of allocation curve and carry effects in the corporate bond sector.

Fiera's Foreign Fixed Income strategies were able to generate positive results in an increasing interest rate environment through efficient sector selection and duration, with a tax-efficient Core Plus strategy outperformance due to the strategy's overweight exposure to longer maturity municipal bonds. Overall, we continue to be amongst the leaders in the industry in terms of investment performance over the short and long-term, with 91% and 94% of our assets under management invested in fixed income strategies, outperforming their benchmarks over one and five years, respectively.

Now turning to our private market platform. We continue to grow the private markets platform through positive net organic growth of $300 million in the quarter, with the majority of new mandates allocated to our agriculture, real estate, and private credit strategies for clients in Canada. Negative net contributions in private markets consisted entirely of return of capital to clients, and we continue to exhibit healthy pace of conversion of capital from committed to deployed of $1 billion in the quarter, up from $700 million in the first quarter. We also maintain a consistent pipeline with $1.7 billion available for deployment in future opportunities.

With respect to investment performance for private markets. In real estate, performance of our Canadian and U.K. real estate strategies continued to improve as property values experienced a more muted negative impact from cap rate increases, with a relative stabilization of Central Bank rate policy in the first-half of 2023, leading valuers to be less aggressive in applying yield increases. Our platform has shown continued resilience, despite valuation headwinds, due to our portfolio construction weighted towards well-located industrial and residential properties.

The Canadian industrial and core funds both continued to generate best-in-class performance despite the challenged environment, with an absolute return of 2% respectively in the quarter. In infrastructure, the strategy generated modest negative returns in the second quarter. However, it continued to attract investment through our platform approach with a follow-on investment that closed within an existing platform and the closing of the Amp U.S. Solar Energy acquisition in the quarter.

Our private credit strategies continued to generate strong returns, despite the tough economic backdrop. While certain sectors are nearing a full recovery, other areas including manufacturing, healthcare, and residential construction are expected to plateau if not regress. As such, the back half of 2023 will be approached with extreme diligence and our private credit team will continue to focus on identifying opportunities for investment in floating rate senior secured term loans to resilient businesses backed by experienced sponsors.

The Agriculture strategy delivered strong returns in the quarter, despite a challenging agricultural season, driven by operational performance exceeding targeted production in the Southern Hemisphere in attractive commodity price environments. And lastly, the private equity Fund closed on a new direct equity investment, which benefits from downside protection through a stream of contractual and recurring revenue with low customer concentration. Overall, the strategy is well-positioned to sustain market softness. We continue to integrate ESG considerations into all investment decisions to support long-term value-creation for our investors.

Now moving on to private wealth. We saw net organic growth in private wealth into private market strategies in the second quarter, driven largely by Canadian clients investing into our Real Estate and private credit strategies. Commercial performance for private wealth this quarter was impacted by withdrawals from certain fixed income mandates in the U.S. Our offering of institutional-grade access to alternative investments in the private wealth space continues to be a revenue growth driver for the business, with the assets under management invested in private markets assets from private wealth representing 26% of this business segment and generating an outsized proportion of base management fees at over 52%.

Our tactical asset allocation offering is another key differentiator for our private wealth clients, providing agile solutions in a rapidly changing economic environment. This quarter, the strategy detracted value with its maximum underweighted position in equities given its defensive stance through this period of volatility in the markets. However, with a more modest outlook on Central Bank tightening, the team has since adjusted from a deep recession to stagflation scenario and adopted a moderate underweight position in equities.

The team continues to deliver excellent results over the long term against its benchmark, generating more than 2% of alpha on the trailing three-year basis.

With that, I will now turn it over to Lucas for a review of our financial performance.

Lucas Pontillo

Thank you, Jean-Guy. Good morning, everyone. I will now review the financial results for the second quarter of 2023.

Starting with revenues. Across our investment platforms, we generated total revenues of nearly $160 million in the current quarter, up almost $3 million from Q1, largely driven by an increase in base management fees and commitment in transaction fees in private markets.

Compared to the second quarter of 2022, total revenues were down $4 million from $164 million, decrease was largely driven by lower performance fees earned in the current quarter from public markets. We saw an increase in base management fees due to the growth in private markets AUM. This was largely offset by a decrease in base management fees in public markets from overall market declines and the impact of client re-balancing’s over the course of the previous year, reflecting a shift -- continued shift in the product mix to higher fee private market assets.

Looking more closely at public market revenues for the quarter. Compared to Q2, 2022, public market revenues decreased 8% to about $107 million in the current quarter, due to lower AUM and resulting base management fees from the unseasonal crystallization of performance fees on strategies in Canada and Europe last year, which were not expected to recur this year.

While the decrease continues to be attributable to the downturn in financial markets, which began in the first quarter of 2022 and led to allocations out of fixed income and equity strategies, we are seeing the pace of these decreases abating as AUM and resulting base management fees have stabilized in 2023. This positive shift can be seen in our year-to-date results, where base management fees and public markets consistent quarter-over-quarter and showing an upward trend since Q4, 2022.

Turning to a review of private market revenues. Private markets total revenues of over $50 million were, up nearly 11% or 16% when looking only at base management fees, compared to the second quarter of last year, due to higher base management fees from additional capital deployment and AUM growth over the last 12 months.

In addition, we reported about $6 million of commitment and transaction fees in Q2, 2023, a 15% increase from the same period last year, due largely to our Real Estate, Infrastructure, and Private Debt platforms. Quarter-over-quarter, overall Private Market revenues increased $2.5 million, driven by the growth in base management fees of $2 million or nearly 5% and higher commitment and transaction fees, with an increase of $3 million. These gains in base management fees and commitment and transaction fees were slightly offset by a quarter-over-quarter reduction in performance fees. Private markets continues to contribute to a growing proportion the Fiera Capital's total revenue accounting for 31% of our revenues in the second quarter of 2023 comparing to 28% in Q2, 2022.

With regards to SG&A, SG&A excluding share-based compensation, totaled approximately $114 million in the second quarter, a decrease of 3% year-over-year. The decrease in SG&A was due to lower sub-advisory fees, a decrease in professional fees as a result of cost management initiatives previously put in place, and cash compensation remaining flat year-over-year.

On a quarter-over-quarter basis, total SG&A expense, excluding share-based compensation, also decreased 3%, largely from lower compensation costs. We are particularly pleased with the growth of 2% in revenues in the quarter alongside a 3% decrease in SG&A. We continue to monitor our costs given the evolving market environment and ensure that we can manage through market fluctuations and maintain our operating margin.

Turning towards adjusted EBITDA and adjusted EBITDA margin. We generated adjusted EBITDA of $45.5 million in the current quarter with an associated margin of 28.4%, an improvement from 24.7% in Q1 and in line with that of prior year period, as expenses decreased in line with revenues. Quarter-over-quarter, adjusted EBITDA increased by nearly $7 million and can be explained by the impact of both lower SG&A and higher revenues in the second quarter compared to our Q1 results, which normally include higher benefits expenses.

Looking at net earnings and adjusted net earnings. The Company recognized net earnings attributable to shareholders of $10.5 million during the second quarter of 2023 compared to net earnings of $10.8 million in the corresponding period of 2022. Net earnings were effectively flat year-over-year despite interest -- higher interest costs in the current quarter, which were effectively offset by our prudent expense management and a decrease in restructuring charges.

Quarter-over-quarter, net earnings increased by $13 million, largely driven by the impact of higher revenues, lower SG&A, and a decrease in expenses relating to certain claims, as well as lower restructuring and severance costs. Adjusted net earnings were $28.7 million or $0.28 per share. On a trailing 12-month basis, adjusted EPS was $1.06 per share.

With respect to free cash flow. Last 12 month's free cash flow was $45 million for the second quarter of 2023, which was impacted by working cap adjustments during the quarter. Additionally, LTM free cash flow was lower due to higher interest costs as a result of rising rates. The impacts were partly offset by lower payments on settlement of purchase price obligations for the quarter.

Despite this, we reported cash flow from operations before changes in working capital of $39.8 million in Q2, 2023, which is consistent with the $38.4 million generated in the corresponding period of 2022. Looking ahead, the second half of the fiscal year is the most cash flow-generative for Fiera and we continue to expect to generate free cash flow for 2023 at a level in line with our dividend.

Turning to financial leverage. We took steps in the quarter to limit our exposure to refinancing risk and maintain our flexibility as we announced on June 29th the completion of the subordinated hybrid public offering of $67.25 million after the exercise of the over-allotment option. Net proceeds from the offering were used to partially refund the redemption of $110 million hybrid debenture which had become short-term on July 31st subsequent to the quarter end.

Our funded debt, as defined by our credit facility agreement, the $421 million, was lower compared to the prior quarter due to the cash proceeds having been received from the new debt issuance, but not yet applied towards the redemption of $110 million hybrid debenture as we awaited the end of the call notice period, which was subsequent to quarter end.

Net debt has increased by $55 million quarter-over-quarter to $663 million due to the significant cash outflows in Q2. This included the impact of two dividend payments made in the second quarter, the payment of previously accrued severance, and the payment of certain claims for which we expect to receive partial insurance indemnity later in the year.

The funded debt to EBITDA ratio as defined by our credit agreement improved to 2.45 times in the current quarter due to the previously mentioned timing of cash proceeds on issuance versus redemption of our debenture. Net debt to LTM-adjusted EBITDA of 3.63 times was higher this quarter due to the higher debt levels as previously explained. Our LTM-adjusted EBITDA remained relatively consistent quarter-over-quarter.

We remain committed to delivering value and to returning capital to our shareholders. As such, I am pleased to announce that the Board has declared a quarterly dividend of $0.215 per share payable to holders of record on August 22nd, 2023, which maintains our trailing 12-month dividend of $0.86 per share over the last five quarters. With respect to our dividend policy, we continue to make the preservation of our dividend a key priority in our cash flow management.

When looking at our payout ratio, over the last 10 years, relative to the free cash flow, the average has been roughly an 89% payout. Over that same period on a three-year moving average basis, free cash flows have always exceeded our dividend. As highlighted prior, we expect an improvement in our payout ratio this year, compared to last, and expect to be below our historical average of 89% going forward.

I'll now turn the call back -- in addition, subsequent to quarter end, we renewed our NCIB to purchase up to 4 million Class A shares over the 12-month period commencing August 16th, 2023, and ending no later than August 15th, 2024.

I will now turn the call back to Jean-Guy for his closing remarks.

Jean-Guy Desjardins

Thank you, Lucas. This quarter, we made significant progress on the regionalization of our distribution model as part of our strategic focus on generating organic growth. We appointed Klaus Schuster and Rob Petty to the roles of Regional CEOs of EMEA and Asia, respectively. I am also pleased to report that we are well advanced in the search process for the Regional CEOs of Canada and the U.S., and expect to announce their appointments before the end of this quarter.

In addition to the new Executive Committee, which I put in place at the beginning of this year, the four new regional heads will form an integral part of the management team of Fiera Capital going forward. This, coupled with the Board of Directors' oversight of the succession planning process, ensures that the organization will benefit from stable and strong leadership, both during my three-year commitment to remain as CEO, and beyond.

We continue to make progress on our strategic priorities and feel confident in being able to reap the benefits of our investments in our distribution capabilities as we head into 2024. This will allow us to better harness our investment teams' innovative investment solutions and excellent performance track record, to drive profitable revenue growth and deliver long-term sustainable value for both our clients and shareholders.

So, I will now turn the call back to the operator for the question period.

Question-and-Answer Session

Operator

Thank you. [Operator Instructions] And your first question will be from Etienne Ricard at BMO. Please go ahead.

Etienne Ricard

Thank you, and good morning. To circle back on the regionalization of the distribution model. Would you please share how this would -- how this will help improve proximity with end clients relative to the current model and ultimately, over what time period would you expect to start seeing fund flow benefits?

Jean-Guy Desjardins

Yes, okay. How you're going, Etienne? The underlying conviction that we have at my Executive Committee Group is the importance of what I would refer to as local identity and ownership of your region. So, this notion of ownership and identity is a very, very strong motivator for people to, like you said, be enthusiastically and with passion getting closer to the clients and to the distribution channels, because you have this sense of ownership and an ownership doesn't -- it's not a theoretical principal. It goes all the way into their remuneration structure that we have put in place, which we have changed from what it used to be.

And the one that we have put in place sort of supports financially this philosophical conviction that we have about the importance of ownership and identity of your clients and your market and your region and your country. So, we basically have structured four country groups, which is EMEA, Asia, U.S. and Canada. We're putting in place very strong leadership and the leadership has one major criteria is that they are all experienced distribution leaders in their past experiences. So, there is a very significant emphasis on adding those regional leaders being experienced distribution leaders, as well as overall corporate leaders, because their responsibility over and above being distribution leaders, is to be also country leaders in an aggregate sense.

And then we've, in fact, we're already seeing -- the EMEA leadership was put in place like two months ago, and we're already seeing momentum building up, okay. It's, I think you -- I don't have to say it, I could talk for an hour, about this, okay. But I'm sure you understand what I'm trying to say about the importance of having proper leadership on a regional basis and this notion of ownership.

Now in terms of the impact, I'd say conservatively, we believe that we're going to see a significant impact on our organic growth experience showing up, I would -- we would see the second-half of 2024, we're going to see improvements before that, but I'm talking about meaningful improvements where the momentum will be -- we will be like feeling and experiencing significant momentum by the second-half of 2024 because the U.S. leadership will be in place probably early in the fourth quarter, that's our expectation. We are in final discussions with the person that we chose. And the Canadian leadership should be in place I'd say within the next month and a half.

So, giving them time to sort of organize themselves and put in place their leadership, it should -- it should start -- we should start seeing the impact of that earlier, but I mean, seriously in terms of meaningful momentum, we would expect that to show up in the second-half of 2024. And if we're doing all this right, and putting in place the right leadership, I think that 2025 could be pretty exciting.

Etienne Ricard

Alright. Thank you, Jean-Guy. And Lucas, last quarter you talked about the potential for pricing power across a number of your strategies. Could you please share an update on this topic and what upside to revenues are you expecting?

Lucas Pontillo

Thank you for that. In effect, yes, we did. We did exercise sort of a price grid change in two of our channels, both on the private wealth side, as well as private markets relative to our feeder fund structures. And really, to be clear, those were both very successful in terms of their implementation this quarter and we anticipate putting in a third one before the end of the year. All of these have actually gone over with, I'll use the word resounding success. I think at the end of the day, there was a fundamental appreciation from clients when we were talking about particularly our private wealth channel and as it relates to our feeder funds about the value of chain of activity that clients are receiving there.

So, it's not only about the advice, it's about the tactical asset allocation service that they receive. It's about access to the private market funds and the uniqueness of our feeder fund structure and what that allows them to access in the Canadian marketplace relative to our competition and as such our reasonable fee adjustments that we put through have been met with very little resistance. In terms of an expected overall run rate impact benefit, we're expecting that once it's all in place by the end of the fourth quarter, it should add just over $9 million of revenue increase for 2024.

Etienne Ricard

And that's the result of the three pricing initiatives, the magnitude?

Lucas Pontillo

Correct. Two of which have been completed. One of which is to be completed over the fourth quarter.

Etienne Ricard

Great. Thank you very much.

Operator

Thank you. Next question will be from Nik Priebe of CIBC Capital Markets. Please go ahead.

Nik Priebe

Okay. Thanks for the question. Last quarter, there was a discussion around the agreement with PineStone and a contractual cap on redemption activity from that sub-advisory relationship. Can you just elaborate a little bit more on the nature of that agreement which constrains the magnitude of redemptions from Fiera standpoint?

Like obviously you aren't preventing clients from redeeming illiquid strategies, but does that agreement constrain the volume of clients that are redeeming specifically through Fiera-sponsored funds and migrating to the PineStone platform to access the same capabilities? I'm just trying to understand that dynamic or that layer of protection a little bit better.

Jean-Guy Desjardins

We call -- we refer to that as leakage, just to make sure we understand each other here. The philosophical approach to this arrangement, just go back to the philosophical background, was that, as leakage occurs over time, there is the impact of market value over time. As part of this agreement, we'll -- every year, every year, every year, but on average over time, to make up for the leakage that is legally a part of the contract, which is public.

So, as part of the contract, there's a cap, okay, in terms of the annual amount that can be leaked from Fiera to PineStone. And we expect that market value -- and there are flows coming from current clients that are adding to their portfolio, and there are some special situations, although it's not the plan and it's not obviously the objective for Fiera to continue to promote and sell the PineStone strategies, it's their own responsibilities.

Now, there are exceptions that occur, where between PineStone and ourselves, we agree to take on a new clients that will be using PineStone strategies and we had a couple of those occurring. So, there is those special situations that occur due to technical issues coming along the way. So, we expect that the sum of those three variables, markets, and current client additional flows plus sometimes a new clients due to technical issues between PineStone and ourselves, that it will more or less make up for the leakage that occurs on an annual basis on average over time, okay. That's the -- I'd say the underpinning thinking behind this arrangement, okay.

Now what we, like if you take this year as an example, year-to-date we have experienced $4.4 billion of leakage, which is well -- which is what -- not well, it's within, it's getting close to the agreed maximum for this year. The assets under management are higher today by a couple of billion dollars than they were at the beginning of the year and we're generating more revenues now under PineStone business than we were at the beginning of the year for the three variables, the three reasons that I've mentioned.

So, if you take the situation as it stands today, and you have to keep in mind that 2023 is the first year where this arrangement is fully operational, okay. We made that agreement and it became official at the beginning of 2022, but it took PineStone a year to set themselves up, so they were not really taking clients or operating as a business for most but for all of 2022 and really were operating and open to do business at the beginning of '23.

So, this is the -- we have six months of experience with the PineStone arrangement and the experience after six months is pretty much consistent with the -- with the philosophical underpinning of the arrangement that we had put together with Nadim over the previous 18 months, which would be 2021. So, that's the explanation.

Nik Priebe

Okay. No, that's helpful. I think I understand that a little bit better now. And then I just wanted to drill into investment performance in a bit greater depth as well. So, virtually all of the public markets AUM is outperforming on virtually any timescale. And I think ordinarily, if investment performance is significantly better than peers, you'd also expect to see net flows performing significantly better than peers as well. And I'm just trying to reconcile those two observations. Like what's your interpretation or take on that dynamic?

Jean Michel

Yes. This is Jean Michel. So, I guess we -- there has been a recognition, and it's one of the reason we are evolving our distribution model to a more original one is that there has been a recognition that we were punching a little bit above -- below our weight in terms of asset gathering in the performance. But as you recognize, like we are really confident for the future as the platform is really performing well in all of the relevant periods. So, we truly believe that like we're going to be able to turn around for the future.

Nik Priebe

Yes. Okay. Alright. Well, thanks very much. I'll pass the line.

Operator

Thank you. Next question will be from Chai Lin at Desjardins. Please go ahead.

Chai Lin

Hi. Thank you for taking my question. I'm filling in for Gary Ho. So, my question is related to the EBITDA margin. We see pretty strong margin for the quarter of 28.4%. Would you mind elaborating on what drove that and how sustainable that is? It sounds like it's from the SG&A line and good cost control.

Lucas Pontillo

Yes, I mean it is -- again as I made the point, it's quite consistent with where the margin was last year at this time for the second quarter. You notice the market improvement from Q1. And again, Q1 is historically always a quarter where the margins are lower by virtue of an over-loading and benefit costs for the year. So, in terms of its sustainability, I would say that again, we're completely on track with where we were last year. So, that's an indication of where we finished the year, that you could take that as a positive trend.

And obviously, I'll always caveat that Q4 is impacted by performance fees and that tends to be a bit of a swing factor in the fourth quarter. But as was highlighted by your colleague earlier, we continue to perform very well, particularly in some of our public market strategies that generate performance fees. So, at this point there is -- there is no reason to expect that that wouldn't replicate again in Q4, but again, we have two more quarters to get through from an investment market cycle and we'll see what that looks like. But at this point, we are on positive, again trending well, as we were of last year, and continue to trend on track.

Chai Lin

Thank you. And my second question is maybe a bit on the net outflows. I know it's been off a couple of times before, but we see the comp performance has been solid. Where do you need -- where do you see that you need to improve in order to start the redemption?

Lucas Pontillo

I think if you break it down sort of it is important to go by platform. And so I come back to, we had positive inflows in Private Markets. Again given not only the performance but given the breadth and variety of strategies there. So we had positive organic growth in Private Markets. We had slight negative organic growth in the Private Wealth. That was really unfortunately just in terms of one portfolio churn in our US operation in fixed income. Thankfully, it's not a large fee mandate given that it's fixed income.

But nonetheless, we did see some outflows there. And you do see some lumpiness in Private Wealth. It is the nature of the business given the nature of the clients in terms of redemptions that are required from time-to-time for personal reasons, and that was exactly the case in the US.

And then I think in Canada, as we refer back to and as we talked about public markets, obviously, the StonePine outflow had an impact for the quarter. And then we had some minor rebalancing on other strategies, I'll let John elaborate on that, but I think those other rebalancings were really more aberrations for the quarter as opposed to anything related to performance.

John Valentini

Yes, we had a significant component of that for the quarter has been rebalancing forward I guess probably equity coming from fixed income. So we have more couple of fixed income mandates that suffered not from client loss, but really like, we'll call that typical rebalancing that over the long run, you would expect that would average to zero, but for the quarter were negative this time.

If you look at the platform and if you remove those outflows for the quarter that would we believe on average zero over the long run, the rest of the platform have shown positive net organic growth, like without that and obviously without the PineStone situation. So, not to the extent that we would want and then we believe that's going to improve over time. But still like we have experienced positive flows for the rest of the platform for this quarter.

Chai Lin

Thank you for taking the question. I'll pass the line.

Operator

Thank you. Next question will be from Graham Ryding at TD Securities. Please go ahead.

Graham Ryding

Maybe I could start with just go back to the agreement or the caps that you mentioned with PineStone. How does that actually work? Is it, if the AUM levels or the flows are greater than what you've sort of agreed to as caps, is there an adjustment on that sub-advisory fee that you would pay to PineStone? Or how exactly are you protected as the redemptions relating to them are greater than what you had -- what you are trying to protect against?

Jean-Guy Desjardins

No, the agreement is pretty straightforward. If the leakage comes anywhere close to the agreed upon cap, then PineStone informs the client that they just can't move.

Graham Ryding

Understood. Okay. And how long is that agreement in place for?

Jean-Guy Desjardins

It's forever.

Graham Ryding

Oh, it's perpetual. It's not a -- it doesn't -- okay. Okay. And then, just going to the free cash flow, Lucas, you sort of indicated that you've got visibility that free cash flow should improve in the second-half here. What is it -- what's the timing piece that has been a drag on free cash flow at the beginning of the year that you think -- that you believe it's going to improve? And how much are you sort of baking in performance fees to some extent as part of that driving that free cash flow improvement in the second-half?

Lucas Pontillo

That's a good question, Graham. Thanks for that. I would say there is three components to that. The first one, as you point out, it's really -- it's been a bit of a working cap story this quarter that's made it messy. So, we had a couple of items through working cap which unfortunately affected timing, which should reverse themselves out over the course of the next two quarters. So, we'll see a bit of a rebound in that regard. In terms of a more sort of negative real pressure, obviously, the rise in interest rates has had an impact. And so that's going to put a bit of a dent in the free cash flow going into Q3 and Q4.

But to your point about what we're projecting on performance fees right now, our own view on that is, is been quite consistent with the comment I made before, which is, we're looking at how we're tracking to performance at this point. So, yes, we have baked some in, in terms of our expectation to be able to meet that free cash flow by the end of the fourth quarter. But it's been baked in based on the current performance levels. So, as I say, if all fallouts maintains at this point, the fees should materialize the way we're expecting them to.

Graham Ryding

And if, for whatever reason your free cash flow was not under that dividend level by the end of the year, how committed to the dividend are you? Would you be willing to sort of absorb a payout ratio above 100% for a period of time?

Lucas Pontillo

We have been so far. And I think it's important, as I mentioned in my script, we went back and we looked at our free cash flow and dividend over a 10-year period. And when you look at it on a three-year moving average basis, that it's important to us, specifically with something like working cap, which sometimes could end up straddling the year-end quarter and have a different impact. But when looked over a shorter time period of three years, we have not had a historical three-year period where the free cash flow has been less than the dividend. So, are we prepared to absorb it in the short-term, absolutely, always with a view over the medium-term in terms of what we expect the free cash flow generation ability of the firm to be.

Graham Ryding

Okay, understood. And if I could just ask one more, there was some commentary around your leverage ratio. Is there a -- is there a pro forma number after sort of you've done all your redemption and your ratio activity that we should be aware of?

Lucas Pontillo

No, not at this stage. I mean we're not -- we're not going to give guidance on that. But recognizing that saying our overall net ratio -- net debt ratio we know crept up this quarter. There is again some noise in there in terms of the timing of the refinancing of the current debenture and the redemption of the existing one which actually happened in July. But we do expect an improvement in our net debt ratio for the next quarter.

Graham Ryding

Okay. So, if you factor in the redemption, the pro forma situation is better than what we're seeing as at the end of the quarter. Is that fair?

Lucas Pontillo

Yes, there was a timing issue at the end of Q2, just given the scrabbling of timing.

Graham Ryding

Okay. That's helpful. Thank you.

Operator

Thank you. Next question will be from Jaeme Gloyn at National Bank Financial. Please go ahead.

Jaeme Gloyn

Yes, thanks. Good morning. First -- firstly just on the share count. So, I noticed there were some shares issued to settle purchase price obligations, was that like Clearwater? And then, I guess looking forward, are there any other obligations going forward? I think that was the last one, so shouldn't see that sort of build-through in future years. Is that correct?

Lucas Pontillo

Correct. So, we have one more for Clearwater to be assessed next year, but we'll see how that one goes in terms of both meeting its objectives and then how it gets paid out.

Jaeme Gloyn

Okay. Got it. And then, in terms of dilution this quarter, we -- obviously, we had the 6% hybrids, would we expect to see the 8.25% hybrids also have dilutive impacts in the upcoming quarters or how should we think about that?

Lucas Pontillo

It may or may not. But the instruments get tested every quarter for their inclusion. And so there is a formula that will effectively flip on its head depending on whether you're on a net loss or a net gain position and what the relative contribution of the interest charge of that instrument would be on the dilutive effect and so it's -- you see this coming in and out every quarter and as I say, they have to be tested and depending on the relative position of the earnings of the Company, relative to the marginal impact of the dilution of the instrument, the instruments may or may not be included in a given quarter. So it's not consistent in that they are always added or not added in a given quarter.

Jaeme Gloyn

Yes, it's I guess, like if you're just -- if you're going to produce, let's say, reasonably positive net earnings on a consistent basis, we should expect them to be dilutive. Is that kind of a fair way to think about it?

Lucas Pontillo

It's a fair way to think about it. Correct.

Jaeme Gloyn

Okay, great. On the operating expenses, you called out lower sub-advisory fees, that driver specifically tied to StonePine or is there something else there?

Lucas Pontillo

No, it was actually the opposite. So, we had the crystallization of some performance fees out of our OAKS Team out of Europe last year, which happened in the second quarter of last year, which is unseasonal, it's uncommon. It was just as a result of a client departure and a fund closure there that resulted in those fees being crystallized. So, as a result, when you compare the quarters, you're seeing a decrease in sub-advisory fees. But it's not a rate issue. It's actually just a volume issue by virtue of a transaction that didn't replicate this year and it has nothing to do with StonePine.

Jaeme Gloyn

Okay. Understood. And then in terms of the quarter-over-quarter decrease, you called out lower compensation. So, is that tied to performance accruals, is it tied to obviously like AUM was flat. So, is there something that you're doing from a head count, staffing, or I guess a labor cost perspective that's helping to drive that lower?

Lucas Pontillo

Absolutely. Over the course of the last two quarters and this explains some of the restructuring charges you've seen go through, less so in this quarter, but more so in Q4 and Q1, so Q4 last year and Q1 of this year, we did put in place, so what I'll call an expense optimization program, where by virtue of, particularly the change in distribution model that we're looking at on a regional basis, we wanted to make sure that we were structured as efficiently and effectively as possible. So, that did lead to places -- roles that became redundant over those two quarters, with some redeployment in the regions in terms of some of the net new hiring we wanted to do. But net-net as you can see, it's actually resulted in an overall decrease in our compensation charges.

And I will -- and I also highlight that that also comes in the face of, we're no different than anyone else in the industry both last year and this year, faced the headwinds of salary inflation. So, just on a per individual basis, we were probably somewhere closer to 5% in salary wage increases. So, I think that should give you a better appreciation for actually just how much restructuring was done to actually keep the costs consistent year-over-year, when you factor in the fact that not only did we have the inflation headwind to deal with, but we actually also deployed new hires in our distribution function.

Jaeme Gloyn

Okay. Got it. And then, last one, just in terms of like disclosing the StonePine AUM waterfall, I guess what do you -- how would you guys interpret that? Like if you're seeing more outflows at StonePine versus Fiera, like what's -- what are some of the conclusions you're trying to lead investors or us to draw from adding that disclosure? Is it really just about the fact that, hey, StonePine has had some big with redemptions that are getting up close to this cap and that should abate or what kind of conclusions are you hoping to have investors draw from that?

Lucas Pontillo

I'm really happy you asked that question. Thank you so much. I think there is two components that we're really hoping you all take away from this. There is a lot of focus on what this threshold is or what this percentage protection is and at the end of the day, what we're just trying to show there is, the spirit of this entire arrangement or this entire agreement is that effectively, we're at a minimum keeping revenue flat on a go-forward basis.

So what the separate disclosure relative to the StonePine piece is meant to highlight, is that it will give you visibility on when you actually take the market and you take any potential inflows relative to the outflows or the leakage that Jean-Guy talked about, that if over a period of time, and again, that's going to vary quarter-over-quarter, but if over a reasonable average period of time, the overall AUM level is consistent, that should help abate any fears about an adverse or negative impact of leakage on our revenue line. So, that's what the StonePine piece is meant to transmit.

The other reason or the second part for breaking it out separately is that we'd like to have much more of a discussion going forward, particularly with all the investment that we're making in distribution about how the business is actually performing and by the business, I mean, the other investment strategies which we control, manage, run, and are focused on distribution and growth going forward.

And hopefully, as we move forward in these calls in the quarter, as Jean-Guy mentioned, it's going to take some time with the new Regional Heads coming in and implementing their infrastructure, but that the topic of conversations around these calls focuses a lot more at that point in terms of how we're performing on organic growth on the strategies of ex-StonePine. So, again, thanks for the question, because I think those are the two real key criteria that we're trying to address with that disclosure.

Jaeme Gloyn

Understood. Thanks very much, guys.

Operator

Thank you. And at this time, we have no other questions registered. Please proceed with closing remarks.

Marie-France Guay

Thank you, Sylvie. That concludes today's call. For more information, do not hesitate to take advantage of our website at ir.fieracapital.com. Thank you for joining us. Merci.

Operator

Thank you. Ladies and gentlemen, this does indeed conclude your conference call for today. Once again, thank you for attending. And at this time, we ask that you please disconnect your lines.

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Fiera Capital Corporation (FRRPF) Q2 2023 Earnings Call Transcript