A weekly update on issues important to the Investment Management industry
Consolidation is a theme that has a lot of traction in the RIA industry. The prevailing narrative is that a growing multitude of buyers are scrambling to compete for a limited number of firms. With the rapid pace of deal activity in the RIA industry, you might expect to see the number of firms decline. Despite consolidation pressures and record levels of acquisition activity, the reality is that the number of RIAs continues to increase, with new formations outpacing consolidation.
Fisher Investments has for many years been the Toyota Corolla of the RIA space. Not fancy. Not interesting. Not exclusive. Advertising for sales leads. Mass affluent customers. Meat and potatoes wealth management. Nothing remarkable, except for an exceptional growth story that led to a huge transaction.
For this week’s post we’re introducing our whitepaper on quality of earnings analysis in the investment management industry. For RIA buyers and sellers, commissioning a QofE report is an essential element of the due diligence process. In essence, a well-executed QofE analysis not only reveals why a firm is profitable but also assesses the likelihood of maintaining and enhancing that profitability after the transaction. This comprehensive approach ensures that both buyers and sellers make well-informed, strategic decisions in the RIA industry.
Just over 30 years ago, the Memphis Area Transit Authority (“MATA”) made the dubious decision to construct a trolley line traversing most of the city’s downtown area, and it hasn’t gone well. If MATA could do it all over again, I suspect they would permanently closed the trolley system altogether, given the issues they’ve had over the years. Last year, many RIA industry participants expected a similar cessation to dealmaking in the sector following the adverse impact of higher interest rates and inflation on investment managers’ AUM balances and profitability in 2022. Fortunately for the industry’s bankers, these economic headwinds haven’t derailed the sector’s M&A momentum.
Before parties to an RIA transaction can close, they must first agree on a price. Narrowing that bid/ask spread is tricky, which is often why negotiations between prospective buyers and sellers fail. Buyers and sellers naturally have different perspectives that lead to different opinions on value: Where a seller sees a strong management team, a buyer sees key person risk. Unsurprisingly, these different perspectives on the same firm lead to varying opinions on value, and the gap can be substantial. Bridging that gap is key to getting a deal done. We address five ways buyers and sellers can bridge a valuation gap.
More often than not, the formula prices we encounter do more harm than good. The simplicity of formula pricing equations means they don’t consider important factors like debt, non-recurring items, loss of key staff or large customers, market conditions, or offers to purchase. Formulas can ground expectations but may set expectations unrealistically low or high, provide a false sense of security, and encourage partner behaviors that do not support the business model.
We’ve written about the external headwinds facing asset managers relative to other sectors of the investment management industry with scant reference to what actually causes many of them to fail: toxic cultures. As valuation analysts, we’re more fixated on the quantitative measures of an asset management firm, like investment performance and client retention, so we often turn to actual industry participants to get the story behind the numbers. Paul Black, CEO of WCM Investment Management, a $67 billion asset manager headquartered in Laguna Beach, California, provides great insights on the impact of culture on the viability of a money management firm.
With a constant stream of headlines about M&A and near-daily inquiries from prospective acquirers, it’s easy for RIA owners to get the impression that external transactions are the norm. While internal transactions don’t generate headlines, prospective buyers (next-gen management) likely aren’t beating your door down to close a deal. While they may be less conspicuous, internal transactions are a viable avenue for succession planning and one that many RIAs accomplish successfully.
If you’ve been offered rollover equity as part of a sale of your investment management firm, this post should offer a few things to consider on your road to riches. Rollover equity has become a standard feature of deal consideration in the RIA industry. At one time, sellers were typically offered cash plus an earnout to sell their firm. Both of these forms of payment are still prominent, although cash consideration has waned. We expect rollover equity to remain a prominent feature of deal consideration for the foreseeable future.
RIA dealmaking remains fairly robust, with a near-record year in 2023 and a significant uptick in year-over-year total transacted AUM during the first quarter of 2024. In this environment, adequate due diligence is critical since the cost of corporate M&A failures is high for both buyers and sellers. A Quality of Earnings (or QofE) analysis is an essential component of transaction diligence for both buyers and sellers. Optimizing your transaction diligence requires assembling the right team. We discuss the five things RIA buyers and sellers should look for when evaluating potential QofE providers.
Following a year where deal volume in the RIA industry nearly matched the all-time high of 2022, RIA M&A activity cooled in the first quarter of 2024. RIA deal activity experienced a greater decline than the broader M&A market, with activity dropping 29% compared to the M&A activity for all industries, which fell 9%. However, despite the decline in the total number of deals, there was a significant uptick in total transacted AUM during 2024. Total transacted AUM through March 2024 was $139.2 billion—a 63% increase from the same period in 2023. Get the details in this week’s post.
Revenue share transactions offer a strategic option for RIA owners looking to monetize a portion of their firm without ceding control, addressing needs for succession, growth capital, and liquidity. This structure benefits sellers by allowing minimal operational interference post-transaction, as the investor’s return is tied to top-line revenue rather than bottom-line profit. However, revenue shares shift risk to common shareholders and require careful structuring to function effectively over time.
When RIA owners think about their firm’s value, they frequently think in terms of the dollar value they believe they could sell the business for in an arm’s-length transaction. However, the nuances of real-world transaction terms in the investment management industry can often obscure what’s being paid for the business on a cash-equivalent basis. The details of transaction pricing—things like contingent consideration structures and thresholds— rarely make it into the trade press or RIA rumor mill, adding to the confusion. In this blog post, we explore various transaction structures employed in the industry and their relationship to fair market value.
In the RIA community, nothing gets people’s blood flowing like a transaction. Big mergers are fantastic, but even deals involving a few hundred million of AUM are widely reported. For all the hype, making M&A successful requires minding Ps and Qs, and is as much, if not more, about attention to detail and being realistic as it is about sweeping vision and uplifting pronouncements.
The M&A space in the RIA sector has seen a marked increase in transaction activity over the past ten years, along with advancements in its supporting infrastructure. Professionalization of the buyer market has led to a more detailed examination of target companies’ earnings. Mercer Capital’s whitepaper highlights the importance of Quality of Earnings (QofE) analysis in presenting a more accurate picture of a company’s earnings and cash flows for both potential buyers and sellers.
Working on your RIA’s buy-sell agreement may seem like a distraction, but the distraction is minor compared to the disputes that can occur if your agreement isn’t structured appropriately. Crafting an agreement that functions well is a relatively easy step to promote the long-term continuity of ownership of your firm, which ultimately provides the best economic opportunity for you and your partners, employees, and clients. If you haven’t looked at your RIA’s buy-sell agreement in a while, we recommend dusting it off and reading our seven considerations for your RIA’s buy-sell agreement.
Quality of earnings projects look at aspects of profitability that go well beyond audited financials. They include detailed analysis of revenue and expenses, and derive a measure of normalized earnings more meaningful than simple reported results, even if the presentation of those results is accurate.
In the midst of robust M&A activity, the RIA industry defies typical consolidation trends, continuing to grow with new firm creation outstripping the pace of acquisitions. This expansion has been propelled by a shift from the broker-dealer model to a fiduciary model, alongside the allure of building valuable, saleable enterprises.
Although inflation has begun to subside and the stock market has rallied after a turbulent start to 2023, elevated interest rates and macroeconomic uncertainty have contributed to a slight decline in deal volume so far in 2023. Despite the slight decline in deal volume, total transacted AUM increased. In this week’s post we discuss some of the contributing factors of this, and what it means for your RIA.
This post unravels how donating a portion of your RIA ownership before a sale can furnish you with a charitable tax deduction and minimize capital gains exposure. With practical examples, the role of Donor Advised Funds, and timely gift planning to bolster the value of your contribution, ensure maximum benefit for both you and your chosen charity, without the cumbersome tax burden.
During ATO’s annual meeting in New Orleans, industry experts weighed in on pressing topics for independent trust companies. Key discussions revolved around the limited impact of the FTC’s proposed ban on non-compete agreements, the potential advantages of AI in trust administration, and the unique financial trends and risks observed in the TrustCo sector. For those in the trust industry seeking insights on its current state, this conference provided invaluable perspectives and recommendations.
In a surprising move, Goldman Sachs has sold its Personal Financial Management (PFM) division, aimed at mass affluent clients, just four years after acquiring it for $750 million. The division wasn’t as profitable as Goldman’s core asset and wealth management businesses, prompting a pivot back to their expertise in ultra-high net worth clientele.
The first half of 2023 witnessed a minor decline in wealth management M&A deal volume, but an increase in total transacted AUM and deal size, fueled by a surge in the number of deals with AUM over $1 billion and RIA partnerships with private equity firms. This robust RIA deal activity demonstrates the resilience of the sector in contrast to a significant decrease in overall M&A transaction value across all industries. As RIAs continue to offer a growth strategy for strategic buyers and investors, it is imperative for sellers to identify their motivations, the type of partner they seek, and align their goals with the buyer’s strategy to ensure post-transaction satisfaction.
This week’s post discusses the importance of regularly reviewing and understanding the terms of buy-sell agreements for RIAs, as these agreements can often become sources of contention when unexpected events occur. We highlight issues related to determining the transaction price during a buy-sell event, with scenarios such as fixed-price and formula pricing causing potential misunderstandings or disputes. We also offer advice on avoiding such conflicts, such as getting your RIA valued regularly to manage expectations and drafting fair pricing mechanisms, urging owners to familiarize themselves thoroughly with their buy-sell agreements.
