Category

Transactions

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November 21, 2024

Whitepaper Release: Purchase Price Allocations for RIAs

There’s been a great deal of interest in RIA acquisitions in recent years from a diverse group of buyers ranging from consolidators, other RIAs, banks, diversified financial services companies, and private equity. These acquirers have been drawn to RIA acquisitions due to the high margins, recurring revenue, low capital needs, and sticky client bases that RIAs often offer. Following these transactions, acquirers are generally required under accounting standards to perform what is known as a purchase price allocation, or PPA. In this whitepaper, we describe the PPA process, including attributes unique to the investment management industry.

October 25, 2024 Alternative Asset Managers Current Events

RIA Aggregator Investments Trick or Treat

Are Longer Holding Periods a Viable PE Strategy or Just an Extend-and-Pretend Tactic?

A recent CityWire article noted that private equity firms are extending their holding periods for RIA aggregator firms to take advantage of the industry’s higher margins and long-term growth prospects. This stalling tactic shouldn’t spook their LPs since the RIA sector is renowned for its recurring revenue, above-average margins, and demonstrated ability to grow cash flows over an extended period of time. Not many industries have businesses that can sustain The Rule of 40, which posits that venture investors prefer to invest in businesses in which the profit margin plus the growth rate adds up to at least 40%. The investment management industry is a notable exception since it typically boasts EBITDA margins in the 20% to 30% range and annualized growth in revenue on the order of 10% to 15%. So what’s so scary about paying +15x EBITDA for these businesses? We explore in this week’s post.

October 10, 2024 Industry Trends

RIA M&A Update: Q3 2024

Following a year where deal volume in the RIA industry nearly matched the all-time high of 2022, RIA M&A activity has cooled in 2024. Fidelity’s September 2024 Wealth Management M&A Transaction Report listed 155 deals through September 2024, down 11% from the 174 deals executed during the same period in 2023. As RIA deal activity experienced a greater decline than the broader M&A market, we explore what this means for your RIA.

July 12, 2024 Industry Trends

RIA M&A Update: Q2 2024

Following a year where deal volume in the RIA industry nearly matched the all-time high of 2022, RIA M&A activity has cooled in 2024.  Fidelity’s May 2024 Wealth Management M&A Transaction Report (most recent available data) listed 86 deals through May 2024, down 17% from the 103 deals executed during the same period in 2023. In this post, we explore what this means for your RIA now and looking forward.

June 28, 2024 Industry Trends

New SEC Analysis of Form ADV Data

Insights on RIA Consolidation Trends

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.

June 21, 2024 Current Events

Ken Fisher’s Deal Is Remarkable Because It Isn’t Remarkable

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.

June 14, 2024 Valuation

Whitepaper Release: Assessing Earnings Quality in the Investment Management Industry

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.

June 7, 2024 Current Events

Why Haven’t Higher Interest Rates and Inflation Derailed RIA Dealmaking Activity?

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.

May 31, 2024 Valuation

Selling Your RIA? Five Ways to Bridge the Valuation Gap

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. 

May 24, 2024 Margins and Compensation Practice Management

Formula Pricing Gone Wrong

What Happens If Your Buy-Sell Agreement Prices Your Firm Too High or Too Low?

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.

May 17, 2024 Asset Management Practice Management

Are Toxic Cultures the Silent Killers of the Asset Management Industry?

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.

May 10, 2024

Internal Transactions Are Still an Option for RIAs

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. 

May 3, 2024

Should You Accept Rollover Equity?

Road to Riches or “Worst Idea Ever”

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.

April 26, 2024

What to Look for in a Quality of Earnings Provider for RIA Transactions

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.

April 12, 2024

RIA M&A Update: Q1 2024

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.

March 29, 2024

Revenue Share Transactions: Considerations for RIAs

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.

February 16, 2024

Reconciling Real-World RIA Transactions with Fair Market Value

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.

February 9, 2024

RIA M&A: What Can Possibly Go Wrong?

A Very Incomplete List of What Not to Do in Transactions

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.

January 26, 2024 Current Events Industry Trends

Quality of Earnings Analysis for RIAs

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.

December 15, 2023 Practice Management

7 Considerations for Your RIA’s Buy-Sell Agreement

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.

December 8, 2023 Margins and Compensation

Assessing an RIA’s Quality of Earnings

Don’t Pay a Premium for a Project

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.

October 27, 2023 Industry Trends

Consolidation in the RIA Industry?

A Look at Record-Pace RIA Acquisition

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.

October 13, 2023 Current Events Industry Trends

RIA M&A Update

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.

September 29, 2023

A Shortcut for Tax Savings

Charitable Giving Prior to a Business Sale Yields Big Results

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.