Fiera Capital Corporation (OTCPK:FRRPF) Q3 2022 Earnings Conference Call November 9, 2022 10:00 AM ET
Company Participants
Marie-France Guay – Senior Vice President, Treasury & Investor Relations
Jean-Philippe Lemay – Global President & Chief Executive Officer
Lucas Pontillo – Executive Vice President & Global Chief Financial Officer
Conference Call Participants
Nik Priebe – CIBC Capital Markets
Geoff Kwan – RBC Capital Markets
Graham Ryding – TD Securities
Gary Ho – Desjardins Capital Markets
Jaeme Gloyn – National Bank Financial
Operator
Good morning. My name is Sylvia 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 Third Quarter of 2022. [Operator Instructions] As a reminder, this conference call is being recorded. [Operator Instructions]
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 the conference.
Marie-France Guay
Thank you, Sylvia. Good morning, everyone. [Foreign Language] Welcome to the Fiera Conference Call — Fiera Capital Conference Call to discuss the financial results for the third quarter of 2022. 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. Note that, today’s call will be held in English. 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 2 of the presentation.
With me today are Mr. Jean-Philippe Lemay, Global President and Chief Executive Officer; and Mr. Lucas Pontillo, Executive Vice President and Global Chief Financial Officer. On today’s call, we will discuss our Q3 2020 results, starting with an update on our AUM flows, followed by our distribution and investment performance. We will then review our financial performance. Following the prepared remarks, we will take your questions.
With that, I will now turn the call over to Jean-Philippe.
Jean-Philippe Lemay
Thank you, Marie-France. Good morning, everyone and thank you for joining us. Through another quarter marked by challenging market conditions, we are pleased to report assets under management of $158.3 billion for Q3 2022, a $1.6 billion improvement from the previous quarter. The aggressive monetary policy stance taken by central bankers around the world to fight inflation continues to impact equity and fixed income markets. The resulting investor risk aversion which saw them reducing their exposures in the second quarter, continued as some sought to shelter in cash which is benefiting from higher interest rates.
Private markets are also proving to be an attractive alternative in this environment with Fiera’s diversified business model offering a haven for investors in volatile markets. While negative active equity outflows have plagued the industry as a whole over the past few quarters, we have observed that the pace of outflows in active equity is moderating. And our continued focus on delivering on our strategic priorities makes Fiera well-positioned to weather the current environment and foster future growth. Our Private Markets platform continued to generate positive net organic AUM growth with 7% growth in the quarter and 22% year-on-year and remains an attractive solution to investors looking for sustainable income and capital appreciation in the face of negative equity market returns, a challenging bond market and a looming recessionary outlook.
In terms of our financial performance for the third quarter, adjusted EBITDA was €45.2 million compared to €46.4 million in Q2 ’22. While revenues were impacted by a lower average AUM in Q3, our adjusted EBITDA margin was flat at 28.2% and our last 12-month adjusted EBITDA margin continues to trend above 30%, coming in at 31.3%. Adjusted EPS for the quarter was $0.23 and our trailing 12-month EPS was $1.53, down 3% compared to the same period last year. While Fiera continues to be impacted by the market headwinds experienced this year, our broad range of investment solutions have enabled us to demonstrate the resiliency of our business and the conviction we have in our ability to be efficient allocators of capital to our clients and shareholders.
I will now take you through the highlights of the quarter, starting with AUM. Assets under management were $158.2 billion as of September 30, a decrease of $22.5 billion or 12.5% over the last 12 months. This is in contrast to the S&P 500 which decreased approximately 16% over the same period. When compared to the second quarter of ’22, we saw an increase of $1.6 billion or 1%. The increase in AUM can be attributed to inflows from institutional clients in public markets, positive net organic growth in private markets and a favorable foreign exchange impact from U.S.-denominated AUM.
We continue to see risk of asset allocation decisions which drove $1.4 billion of the negative net contributions in public markets. That said, there is evidence of a slowdown in the pace of outflows in active equities and we’re seeing positive momentum with a return of fixed income allocations this quarter. We’re well-positioned to capitalize on the eventual return of investor risk appetite given our proven track record of performance across our platforms as well as the relative attractiveness of public fixed income assets.
Despite the ongoing market turmoil, new mandates of $2.7 billion significantly outpaced lost mandates of $1 billion and this positive trend was seen across all platforms, distribution channels and client geographies. We saw continued growth in AUM flows in private markets with the year-on-year growth of 22%. We returned $1.4 billion to our clients through capital and income distributions, while raising $3.7 billion in new subscriptions over the same period.
I will now turn to our commercial performance for the quarter. Despite the difficult environment, we’re pleased with the ongoing developments in our distribution efforts. We expect to generate approximately $15 million of annualized base management fees from the $2.7 billion in gross new client mandates in the third quarter, representing 2.3% growth relative to full year 2021 base management fees. The average fee rate of these new mandates of 55 basis points are accretive to our current overall average fee rate.
Institutional mandates wins globally in public markets as well as new subscriptions in private markets were the growth catalysts for this quarter, with 1.3% in net organic AUM growth for the channel. We’re pleased with the evolution of the revenue profile of our asset mix which has resulted in positive estimated annualized base management fees of $2.1 million despite the negative net organic growth of $200 million in the quarter. Of particular note is that the new client mandates into our private markets strategies continue to drive top line growth with new mandates representing 41% of the total wins in the quarter, yet generating more than 3/4 of the expected annualized base management fees.
Furthermore, this only relates to base management fees and does not account for the commitment, transaction and potential performance fees that we also expect to generate from private market flows.
I’ll now highlight some specifics around our commercial performance across our channels and regions this quarter. In Canada, our continued focus on client relationships with an offering of tailored solutions and multi-asset capabilities bore fruit with major wins across fixed income and private markets with institutional clients which saw $900 million in net organic growth in the quarter. Overall, we expect to increase by 2.3% of our annualized base management fees from net organic growth in our Canadian institutional new segment this quarter.
The brunt of the investor risk aversion mentioned earlier was particularly felt in the Canadian financial intermediaries channel through negative net contribution this quarter. This channel is susceptible to changes in market momentum given its exposure to retail clientele through our intermediary relationships. However, we’re encouraged by future prospects in the channel following the approval of our infrastructure equities strategy on 2 Canadian intermediary platforms in the quarter.
Building on the momentum of last quarter, Private Wealth Canada saw a positive net organic growth of $200 million in private markets as our high net worth clients continued to find the access to these strategies and the ability to benefit from our institutional-grade investment process attractive. On a year-to-date basis, Private Wealth Canada is expected to generate 10% growth in annualized base management fees on net organic growth of $400 million — where a significant factor contributing to this growth is our current clients’ continued adoption of our diversified private market strategies.
Turning to the U.S. Our flows were not immune to the previously mentioned investor behavior which has resulted in negative net contributions across all channels in the region as clients reduced their equity positions in response to market conditions. However, significant progress has been made by our consultant relations team in the U.S., driving new business opportunities and momentum to our Private Markets platform this quarter. A number of our private market strategies received buy ratings and approvals from both global and regional investment consultants, paving the way for Fiera to translate these successes into future revenues.
A good example is the achievement of a buy rating on our Ag strategy from Aon Townsend which has generated new commitments of USD 225 million in the quarter as well as a pipeline of near-term opportunities. Our continued focus on our distribution capabilities in the U.S. are gaining momentum as we make progress in establishing some advisory partnerships with U.S. financial intermediaries with international distribution reach. We maintain our conviction in penetrating the U.S. retail market through key partnerships with intermediaries following our successful track record using this approach in Canada.
In Europe and Asia, despite the tough market conditions in the region, we saw modest positive net organic growth of $116 million for the quarter or 1.3% net organic revenue growth. Of note, were $270 million of flows in the institutional channel into private markets, largely driven by investment into our global Ag strategy. In public markets, we saw new flows from intermediaries into the Atlas Global Equity strategy in the U.K. However, similar to the other 2 regions, we did observe negative net contributions stemming from equity rebalancing activities in other strategies for the region this quarter.
I will now discuss our investment platform for the third quarter, starting with our private markets platform. We continue to deliver strong performance in the third quarter, with positive returns in the majority of our private market strategies. Our Canadian and U.K. real estate strategies performance normalized as property valuations began to reflect the turbulent global economic environment this quarter. That being said, we believe the underlying fundamentals of our real estate strategies remain strong, given our portfolio maintains a heavy exposure to the 2 highest performing sectors, industrials and multi-residential, mitigating the macro-economic headwinds of cap rate expansion.
Our track record of success in real estate continues to be attractive to investors which saw $300 million in net organic growth this quarter. The majority of our private debt strategies generated positive returns this quarter even as macro-economic risks intensified. Many of our credit strategies are debt instruments with floating rates and therefore, investment returns benefit from rising interest rates. The outlook for these strategies remains optimistic as we prudently deploy capital to projects and companies, while being cognizant of the rising rate environment.
Our infrastructure strategies generated positive returns in Q3 and year-to-date. The majority of our underlying assets have an explicit link to inflation through regulation or contracts and if not, can use pricing power to pass on the impacts of inflation. In addition, the majority of the portfolio contains long-term assets financed by fixed rate loans providing a hedge against rising rates.
Turning to our Agriculture platform. The underlying assets in the platform have delivered strong income distribution and capital returns year-to-date with a healthy and successful balance between fundraising momentum and deployment activity. There is a strong pipeline of opportunities for growth in both new and existing platform partnerships.
Lastly, in private equity, market volatility has impacted the portfolio’s valuation multiples and discount rates. However, this impact was tempered by the positive performance and resiliency of the portfolio’s underlying businesses. The strategy continues to focus on downside protection through a disciplined approach to valuation and a focus on resilient companies that can withstand a downturn and are uncorrelated to short- and medium-term economic headwinds. The team continues to maintain a robust pipeline of transaction opportunities globally.
Overall, we raised $1.1 billion in new subscriptions and deployed $700 million into new investments in the quarter. We’ve accumulated $2.3 billion of committed undeployed capital, up from $1.9 billion in the previous quarter, providing the necessary dry powder to swiftly put our clients’ capital to work. Year-over-year, our AUM for Private Markets has increased $3.3 billion. Over the last 3 years, revenues from our Private Markets platform has grown at a CAGR of 28%. This, in part, can be credited to our ability to deliver tailored investment solutions to our clients by combining our different market strategies to achieve specific cash flow, inflation and capital protection outcomes.
Moving on to our Public Equity platform. Our large cap equity strategies fared well relative to their respective benchmarks for Q3. Our U.S. small and mid-cap growth strategy has delivered sustained strong performance that is poised to attract new capital. Of note, is that our Canadian large-cap equity strategies continued to rank in the first quartile, maintaining their long track record of outperforming their benchmarks. Additionally, the Atlas Global Strategy also outperformed on a relative basis this quarter following a challenging first half of 2022. We remain confident in the long-term performance of the strategy and in the client demand for well-managed growth strategies.
The turnaround and relative performance of the majority of our strategies from previous quarters is proof of the continued quality and the investment process of our investment teams with a proven track record of success over the long term. Over a 3- and 5-year time horizon, 96% and 98% of our equity strategies are beating their benchmark at the end of Q3, respectively.
Moving to our Public Fixed Income platform. Our Canadian fixed income strategies showed resilience in Q3 despite recessionary risks and continued central bank rate hikes. Our strategy is also delivered on a relative basis across the board. In the U.S., our fixed income tax efficient core and high-grade core intermediate strategies continued their outperformance this quarter and on a year-to-date basis due to short duration positioning and higher credit quality versus their relative benchmarks. In line with our equity strategies, the long-term historical performance of our fixed income platform remains strong with 86% and 93% of our strategies beating their benchmarks over 3 and 5 years, respectively, at the end of Q3.
Finally, our Tactical Asset Allocation team continues to deliver positive relative performance over the quarter and year-to-date at 4.38% as they maintain their underweight position in equities, overweight in cash and overweight in non-traditional income strategies.
With that, I will turn it over to Lucas for a review of our financial performance.
Lucas Pontillo
Thank you, Jean-Philippe. Good morning, everyone. I will now review the financial results for the third quarter of 2022.
Starting with revenues; across our investment platforms, we generated total revenues of nearly $161 million in the current quarter compared to $175 million in the third quarter of 2021. Although down quarter-over-quarter due to lower average AUM in public markets, when looking at a year-to-date comparison, excluding dispositions, 2022 revenues are actually ahead of last year by nearly $8 million or up close to 2% as reductions in public market revenues have been more than offset by increases in private market revenues. The continued growth in private market revenues speaks to our diversified revenue streams which are helping to offset some of the difficult equity and fixed income market conditions impacting our public market revenues this year.
Looking more closely at private market revenues for the quarter. Private market revenues increased in the third quarter by 28% to nearly $52 million from $40 million in the third quarter last year, benefiting from growing AUM and strong capital raising, driving higher revenues across key strategies. Base management fees were up 31% compared to Q3 2021, driven by additional capital deployments in our infrastructure, agriculture, private debt and real estate strategies. Commitment and transaction fees of about $6 million in Q3 from new flows and capital deployment continue to provide an additional stable revenue stream for this platform. In addition, performance fees earned in our Asian operations and share of earnings and joint ventures from real estate projects in the U.K. also contributed to the increase in private market revenues in the quarter.
On a year-to-date basis, base management fees in private markets were up 30% compared to the same 9-month period last year, while committed and transaction fees were also up 9% over the same period. We continue to see growing relative share of contribution from private markets on our overall revenues which accounted for 32% of revenues in the third quarter of 2022, up from 23% in Q2 of 2021.
Turning to a review of public market revenues. Quarter-over-quarter, public market revenues declined 8% to about $107 million in the third quarter of 2022. Although ending AUM was slightly higher in Q3, average AUM for the quarter was lower. On a year-to-date basis, public market revenues declined 11% to about $349 million when compared to prior year. When excluding dispositions in 2021, revenue decrease is only 7% year-over-year as a result of the unfavorable equity and fixed income market impacts that we have experienced so far this year.
With regards to SG&A, SG&A, excluding share-based compensation, totalled approximately $150 million in the third quarter, a decrease of about 2% from the prior quarter. The decrease is aligned to a corresponding reduction in revenues given the variable nature of our compensation structure in some public market strategies. Share-based compensation expense remained flat quarter-over-quarter.
On a year-over-year basis, total SG&A are effectively flat. When adjusting for dispositions, total SG&A expenses are up close to 4%. The effective increase was primarily due to higher IT vendor costs and increased travel and marketing expenses in support of our distribution efforts as we return to pre-pandemic activity levels in this area. We continue to closely monitor the market volatility and as a result, look to control expenses as we adjust to an ever-evolving macroeconomic environment ahead of us.
Looking at net earnings and adjusted net earnings. We recorded net earnings attributable to shareholders of $8.7 million or $0.08 per share during the third quarter of 2022 compared to $2.3 million or $0.02 per share in the third quarter of the prior year. Adjusted net earnings were $23.9 million or $0.23 per share compared to $37.5 million or $0.36 per share in the prior year period. The difference was driven by market forces impacting revenue, decreased average AUM and offset by some lower SG&A.
Turning to adjusted EBITDA and adjusted EBITDA margin. We generated adjusted EBITDA of $45.2 million in the third quarter, a decline of only 2.6% from the prior quarter. As a result, our adjusted EBITDA margin remained consistent in Q3 at 28.2%. The 12-month trend in adjusted EBITDA still remains above 30%. On a trailing 12-month basis, adjusted EPS of $1.53 has decreased $0.05 or 3% year-over-year, while the last 12 months adjusted EBITDA per share of $2.24 continues to trend above the prior year by $0.18 or 9%.
With respect to free cash flow, last 12 months free cash flow was $92.5 million for the third quarter of 2022, down from $131.4 million in the prior year. This is due to a number of material nonrecurring cash outflows which occurred at the beginning of the year and lower cash from operations in the current quarter. The nonrecurring outflows from earlier this year relate to the purchase of a portion of share of Natixis’ stake, the exercise of the put option to acquire the remaining interest in the Fiera Real Estate U.K. and the payment of accelerated vesting of share compensation related to the StonePine arrangement, all of which can be expected to have a drag on our last 12-month free cash flow for the next few quarters.
Turning to financial leverage. Our funded debt, as defined by our credit facility agreement, increased by $35 million to $454 million in the quarter, mainly from unfavorable FX impacts on debt denominated in U.S. dollar and lower cash flow from operations in the quarter and the payment of a remaining minority interest of the Fiera Real Estate U.K. during this last quarter. Net debt has increased to $628 million, an increase of $34 million from the last quarter, largely driven by the same factors as our unfunded debt.
Despite the increase in funded and net debt, we enter the third quarter of 2022 having significantly strengthened our capital structure in the first half of the year. The actions taken in the first half of this year to extend the term of our credit facility and increase our borrowing capacity as well as the completion of a hybrid private placement with the Fonds de solidarite FTQ and subsequent redemption of our convertible debenture have contributed to Fiera’s robust balance sheet position despite the rising interest rate environment.
Overall, our improved financial ratios mean that we continue to be well-positioned to weather further economic uncertainty and market volatility with a funded debt to EBITDA ratio of 2.35x and a net debt ratio of 3.27x, down 19% and 10%, respectively, from the height of the COVID pandemic in Q3 2020.
We also remain committed to delivering value to our shareholders as a fundamental pillar of our strategy. As such, we continue to return capital to our shareholders through our dividend. The Board has declared a quarterly dividend of $0.215 per share payable to holders of record on November 21, 2022. This brings our trailing 12-month dividend to $0.86 per share, up from $0.84 per share in the comparative period last year.
And I’ll turn the call back to Jean-Philippe for closing remarks.
Jean-Philippe Lemay
Thank you, Lucas. As we continue to weather the market turmoil that has characterized 2022 so far, we’re encouraged by the positive relative performance shown across the majority of our investment platform. We’re seeing positive developments on our strategic focus of organic growth. Our investment into our distribution capabilities are bearing fruit, particularly in Canada which is expected to generate 3.9% revenue growth from new mandates in the institutional channel this quarter on top of the significant 10% net organic revenue growth in Private Wealth Canada seen year-to-date.
Our Private Markets platform continues to be a catalyst for growth, generating an increasing share of revenues, directly benefiting our overall profitability and fueling commercial success across clientele and regions. We continue to see healthy fundraising momentum heading into the last quarter of 2022 and a strong pipeline of deployment opportunities in order to put our clients’ capital to work. Our results demonstrate that our diversified model has enabled us to efficiently allocate capital for our clients, providing us with the resiliency to weather through the turbulence of 2022 and position us strongly for the future.
Looking ahead, Fiera will continue to focus on executing on its strategic priorities through our ability to craft tailored solutions across public and private markets offering to meet the financial and sustainability preferences of our clients. Our belief in the capabilities of our highly talented team remains as strong as ever as we work together towards building a truly global asset management firm, all the while generating long-term value and sustainable prosperity to all our stakeholders.
I will now turn the call back to the operator for our Q&A session.
Question-and-Answer Session
Operator
[Operator Instructions] And your first question will be from Nik Priebe at CIBC Capital Markets.
Nik Priebe
So I want to start with a question on the dividend. If I look at the payout ratio on LTM free cash flow, it looks like it’s getting up in excess of 90%. And I understand there are a few onetime nonrecurring events that had impacted free cash flow earlier this year. But when we look at current asset levels, they’re also a bit lower than average AUM over that same LTM period. So do you have an internal estimate of what your run rate payout ratio would look like on free cash flow today?
Lucas Pontillo
We do. And again, as I say, we expect that the items that really — those disbursements in Q1 and Q2 of this year which were quite material, again, putting them in context with regards to, let say, the Natixis buyback, as well as those PPOs that came due. We’ve remain comfortable going forward that we will effectively have free cash flow to cover the dividend. So that’s not a concern for us at this stage. And as I’ve mentioned, even throughout the pandemic, we’re constantly stress testing our balance sheet and cash flow for everything that’s happening, not only in equity markets but as well as sensitivity to interest rates. So we’re quite comfortable going forward with this.
Nik Priebe
Okay. And as we approach year end here, are you able to help us frame expectations around the performance fee outlook? And I recognize that we won’t know with certainty until fees are crystallized on December 31. But is there anything that you’re able to share just regarding the performance of strategies that do contain significant performance fee potential?
Lucas Pontillo
I mean, I can share that on a year-to-date basis. You can see that we’re consistent with year-over-year. So that is a positive in terms of how things are trending. I do want to caution, against, however, though, that — we did have one outsized performance fee in particular in Q4 of last year and that item in and of itself was about $25 million. So we’re not expecting that type of a repeat with that one strategy. Albeit the strategy is performing quite well year-to-date, it’s still likely going to be a fraction of what we saw last year.
Operator
Next question is from Geoff Kwan at RBC.
Geoff Kwan
My first question was just given the current market environment, on your private markets business, any sort of changes you’re seeing on the fundraising side? But also on the M&A market in terms of making new investments, is there still kind of an environment of disconnects between buyers and sellers in terms of price expectation?
Jean-Philippe Lemay
In terms of the fundraising momentum, we don’t see this diminishing if you actually compare with the recent story that we’ve had on the platform. And in fact, the environment that we are currently in and the outlook that we have as well actually is a catalyst as well for increased fundraising momentum; so we don’t see that taming. In terms of the deployment opportunities, I mean, it varies by asset class. So I mean, there’s 2 sides to the coin, right? If you see potential — multiples or valuation getting pressured, that’s buying opportunities on the one side. But the counter factor to that is that there’s also a lot of dry powder that has built up in the system in terms of going after some of these opportunities. So we’re still confident that we’re able to — given the focus of our strategies in the mid-market, less crowded type of investments in general — that we’re still very well-positioned to be able to continue to deploy and build our portfolio and scale our portfolios in line with our investment objectives.
Geoff Kwan
And just — also just similar on the dividend. The yield obviously is almost 10% today. So it seems like the market is not giving you value for that dividend. Does this dynamic change how you view your dividend policy? Recognize that, okay, there may be ramifications around the dividend risk cuts and if you were to take a different view?
Lucas Pontillo
No, I would say the yields at this point, obviously, is a function of where the share price is in light of the depressed markets across the industry and across markets. Again, I think we look at the dividend more in terms of our free cash flow. And if you look historically, while we have had some outsized free cash flow for the last few quarters as a result of some performance fees and not having had sort of disbursements that we’ve made relative to the PPOs and share buybacks.
I think if you go back historically, you’ll see that, again, the free cash flow amounts that we would have covered the dividend that we’ve had. And that’s always the approach that we take in terms of sustainability of the dividend and not sort of the yield on the current share price.
Operator
[Operator Instructions] And your next question is from Graham Ryding at TD.
Graham Ryding
I thought your commentary with respect to flows sounds more constructive. Is that — like are you tracking to positive flows in Q4 to date? Or you’re just suggesting that you’re seeing an improvement and less of flows overall?
Jean-Philippe Lemay
Well, with respect to flows, I mean, the main factor here is that we’ve been experiencing some negative active equity flows. That’s kind of the brunt of what we’ve experienced in terms of driving the negative part of our organic growth this year. We see a deceleration in that. But obviously, we don’t necessarily comment directly on where we are in terms of flows on the public side. On the private side, like I mentioned to Geoff earlier on, we see continued momentum in terms of our historical tracking and our historical trending on the growth side. So those would be my comments.
Graham Ryding
Okay. And the negative equity flows, are those across all your mandates? Or are there any mandates in particular that are — that have been hurt more this year than others?
Jean-Philippe Lemay
It’s across mandates. And I would say that the amplitude is also proportional to the AUM in each of our strategies in terms of impact. So a certain percentage of all of our equity strategies have been impacted by these negative flows. The positive aspect of that is that we’re not losing clients. It’s more rebalancing effect. So that also gives us the opportunity once the perspective will change to be a benefiter of that as well again.
Graham Ryding
Understood. Okay. And then looking at your Private Markets performance, the private equity performance looks actually quite strong. I was just surprised just given what we’ve seen a sort of higher interest rates and lower evaluations for comparable Public Markets. So what’s driving the strong sort of 1 year and even Q3 performance in the private equity side?
Jean-Philippe Lemay
Our diversified portfolio in private equity and direct companies, also in co-investments and in some cases in funds of companies as well. First, we have a lot of diversification. The second aspect is our teams are very focused on enterprises that have a very low correlation and business model to overall economic activity. So I think those factors altogether enabled us to continue to maintain an interesting performance even in this current context. And this philosophy of capital protection and sort of disentanglement with some of the more kind of first order effects that could impact more traditional factors, we’re really focused on that in terms of building our portfolio. We’re really linked to the strategy.
Operator
The next question will be from Gary Ho at Desjardins Capital Markets.
Gary Ho
Apologies, I jumped on the call late. I’m not sure if you’ve disclosed this in a previous question. But wondering if you could provide any guidance on the performance fees for Q4? Any color there? And also how the StonePine arrangement is tracking?
Lucas Pontillo
Maybe I’ll take the first part of that, Jean-Philippe.
Jean-Philippe Lemay
Yes.
Lucas Pontillo
I’ll reiterate the comment from before. Again, trending consistently year-over-year in performance fees. But I then do need to call out that in Q4 of last year, we did have one significantly outsized performance fees with regards to a U.K.-based team and we’re not expecting that to replicate this year to that same extent. The team is still generating positive performance fee momentum this year. And so, again, we do sort of — even on a quarter-to-date, things are going well but it’s not going to be anywhere near the size of the outsized performance we saw last year.
Jean-Philippe Lemay
On the StonePine arrangement, Gary, everything is striking pretty well. Our relationship with StonePine is also very healthy. Experiencing strong collaboration in terms of navigating the environment with our clients. So that’s going well. I mean — and also in terms of – asset outflows, from our perspective, have been trending very well. The negative flows that I discussed earlier on, the strategy is managed by StonePine, we’re not immune to that for the same reasons. So again, not a lot of client issues or client losses, more just impacting the rebalancings and the risk aversion funding through their decision in terms of asset allocation. So overall, we’re quite pleased with where we are.
Gary Ho
And JP, can you just remind me the intricacies of that relationship? If there is ever a change in control of Fiera, how does that impact the StonePine arrangement, if at all?
Jean-Philippe Lemay
There’s an element of the contractual arrangement with StonePine that was included to specifically address that eventuality. So in that eventuality, there would be a period of 4 years where neither Fiera nor the acquirer, nor StonePine could actually trigger a seize of the arrangement. And then the normal provisions around the 1 year notice and the normal protection provision once a notice of termination would be exchanged would apply. So effectively, there’s a period of at least 5 years where there’s basically nothing could change.
Gary Ho
Okay, that’s helpful. And then as a follow-up, Lucas, how much was that U.K. part in that $59 million performance fees last year?
Lucas Pontillo
In C-dollar, it was close to $30 million.
Gary Ho
Okay, perfect. And then if I can have just one more, Lucas. Just curious. Saw the $35 million increase in debt. Kind of what drove that in the quarter that needed that draw?
Lucas Pontillo
Part of it was working cap but part of it was just pure U.S. dollar debt exposure. So with the wild swing that we had in FX, you had that uptick. Half of that increase has already turned around on a quarter-to-date basis just given where the exchange rate has gone.
Operator
[Operator Instructions] And your next question will be from Jaeme Gloyn at National Bank Financial.
Jaeme Gloyn
Just wanted to ask on the share of earnings in JV and commitment in transactions fees. A good quarter this quarter. Obviously, this can kind of swing around a little bit. But if I look at last Q4, it was also a really strong quarter. So is there — is there some seasonality in the Q4 numbers we should look to expect? Or do you have any transactions in the pipeline that are expected to hit over the near term? How should we expect these lines to sort of evolve over the next few quarters?
Lucas Pontillo
Maybe I would say sort of — if you look at sort of on a year-to-date basis to avoid any sort of quarterly timing, you can see that the commitment and transaction fees are pretty consistent year-over-year. So again, as we continue to grow the Private Markets platforms, you just get more sort of an embedded recurring annuity happening with just the overall flow of business there. So again, really happy with the way that that’s become more consistent in its trending. You’re right to point out, though, again on the share of earnings in JV. That is a bit more lumpy. To date, things have gone well. We had some projects in the pipeline which originally were anticipated to close in 2023. So we had one come due this quarter which has certainly helped that fee for the quarter. But let’s say, there is a lumpiness to those fees going forward. And while we have a pipeline, it is sort of dependent on when these projects get completed. Yes, go ahead, JP.
Jean-Philippe Lemay
Just maybe if I can add to maybe help you think about it. Historically, when we look at the other piece — other types of revenues, transaction fees, commitment fees along with the base — compared with the base management fee and we think about that as being a sort of fee-related earnings — if you compare — if you try to assess or estimate the gross up to base management fee that transaction fees and commitment fees are providing, if I look at the recent history, it would be about 15% to 20% gross up of base management fee, if you want to estimate it from a forward-looking standpoint. So historically, that’s what we’ve been sort of trending. So maybe it’s one way for you to look at it to try to estimate the recurring aspect of it.
Jaeme Gloyn
Okay. Understood on that. Lucas, I was going to follow up on the — like, let’s say, the pipeline or the trend line on the JV and associates. If we kind of look at what’s potentially in the pipe, not sure when it’s going to hit or which quarter it’s going to hit but on a — if I compare the last 12 months, there’s almost $19 million of revenues there. Would you have a pipeline that support similar performance or better performance over, let’s say, the next 4 to 5 quarters?
Lucas Pontillo
We’d have a pipeline that supports the same level of volume. The question again is how it would — what quarter would impact in terms of closing. So the pipeline at this point goes well into over an 18-month period. But as I say — the timing of the closures of some of those projects is sort of dependent, as I say.
Jaeme Gloyn
Great. Good stuff on the private market side.
Operator
And at this time, we have no further questions. Please proceed with closing remarks.
Marie-France Guay
Thank you, Sylvia. 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.
Operator
Thank you. Ladies and gentlemen, this does indeed concludes your conference call for today. Once again, thank you for attending. And at this time, we do ask that you please disconnect your lines. Enjoy the rest of your day.
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