The Path Ahead for Small Firms and Independent RIAs

Just 5% of RIA firms advise on $1 billion or more in assets, but they service more than 60% of the industry’s total.

Art by Malina Omut


Scott Slater, vice president, practice management and consulting, Fidelity Clearing and Custody Solutions, recently spoke with PLANADVISER about the firm’s newest analysis of merger and acquisition (M&A) activity in the financial services space.

Slater says the pace of M&A activity has remained quite strong in 2019, and this is particularly true for deals among registered investment advisers (RIAs). In fact, for the first time since Fidelity started tracking this data more than four years ago, each of the first two quarters of the year delivered more than 30 RIA-focused deals.

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“I would also point out that we saw 50% of total financial services industry M&A activity coming just from RIAs during the time period, in terms of transactions and assets,” Slater says. “In the conversations I have with many of the RIA leaders doing the acquiring, they say they have pretty active pipelines for the rest of the year. They are planning to introduce new deals and continue to grow that way.”

Like Slater, Greg Peterson, financial services leader for PwC Deals, and Gregory McGahan, asset and wealth management leader, say there is little sign that the pace of M&A activity will slow down any time soon.

The pair note that wealth management-focused deals rose 58% during the first half of 2019 compared with the same period last year. Looking across the whole financial services landscape, the wealth management segment remained the strongest sub-sector for M&A activity, they say. The second quarter saw repeat acquirers growing their scale through such transactions, usually focusing on smaller, family office firms. According to PwC data, among the deals announced by wealth management firms from January through June, 46% involved an acquiring firm that had bought at least one other wealth manager since the start of 2019.

“The volume of deals continues to be quite strong, and there is a consistent theme in terms of what is driving this trend,” Peterson says. “The pressure for M&A is coming from a serious crunch with respect to fee pressures and performance pressures. Firms are trying to figure out how to right-size their businesses for the emerging lower-margin environment.”

Strategic Acquirers Make Headway

Slater says 2019 has seemingly been a successful year for “serial” acquirers. 

“The serial acquirers are clearly well capitalized and have put strong teams in place to work on the due diligence and to source and structure new deals,” Slater explains. “They have built out the capacity to do repeated M&A activity, and so it is no surprise they are driving a lot of the deals. Based on our data, it is something like seven in 10 transactions that are being completed by serial acquirer firms.”

Reflecting on what this picture means for smaller RIA firms with little interest in M&A activity, Slater says, firms should take a hard look at the emerging competitors they may face. Perhaps the main factor to consider is whether a small firm’s service model can match, profitably, the client experience that larger, better-resourced firms provide. Also, the deal volume should also be kept in proportion.

“On the one hand, yes, it is a lot of activity, particularly in the RIA wealth management space, and this may cause some concerns for firms about the emerging, well-resourced competition,” Slater says. “But we should also think about the raw numbers. If you look at the total number of SEC-registered and state-registered advisory firms out there, it’s something in the ballpark of 17,000 or 18,000, depending on how you count them. Relatively speaking, 30 transactions per quarter is not a lot of the whole landscape.”

Citing Cerulli Associates data, Slater says the RIA industry is facing its own “Tale of Two Cities.”

“RIA industry data from Cerulli shows only 5% of RIA firms have more than $1 billion in assets under advisement, but this small group represents over 60% of the total assets in the industry,” Slater says. “In that sense, the overall RIA marketplace is very concentrated and is becoming more concentrated through M&A.”

The Cerulli data shows firms with less than $100 million represent more than 75% of the firms out there.

“Already, this large number of firms controls only 10% of the assets in the industry,” Slater says. “It is a skewed pattern and what we are seeing today is that the larger firms with stronger operating platforms and stronger client service delivery models, they are making their play for scale. It’s a sign of the maturing of the industry generally.”

Defending the Small Practice  

While some feel small independent RIA firms face a very tough future, Slater is more optimistic that independent shops will survive. He says there are many ways they can move forward, but to survive without making any changes, that never really happens in a competitive business.

“Another interesting fact is that there are still new players, new firms, being formed all the time, so that’s some additional food for thought,” Slater says. “I personally think there is plenty of room for them to operate, so long they can build enterprises with real value.”  

Slater warns such firms that it is easy to overlook what it means to be “a small niche player.”

“I have been a business consultant for years working with RIA firms,” he explains. “ I can say most advisory firms remain somewhat loosely organized. They have a mix of client types and they are basically still trying to be all things to all people. In the emerging landscape, if you are going to be a niche player, you better have a well-defined niche and your services have to be meaningfully aligned.”

Slater gives the example of a small practice that, in reviewing its book of business, finds it has a majority of assets coming from medical professionals.

“Small firms can leverage this,” he says. “This firm, for example, could build a really special skillset where they can help medical practice owners with their own wealth and succession planning efforts. Looking at the existing book, the firm could double down on these services and make it really clear that this is what they do. That’s how a niche player survives in any industry that goes through this type of maturation and consolidation.”

What Advisers Think

Earlier this year, Nationwide Advisory Solutions worked with the Harris Poll to test the RIA community’s sentiments around M&A activity. The 51% of RIAs and fee-based advisers who believe that M&A activity will benefit their businesses is up slightly from the 47% measured in 2016. The reasons why they believe M&A activity will positively impact their business are being able to offer more resources to clients (31%), having more resources to expand and scale their businesses (also 31%), being able to create a succession plan (28%), having more opportunities to sell their business (27%) and having opportunities to buy another practice (26%).

Notably, among the larger advisers earning more than $500,000 and managing $250 million or more in assets, 71% expect RIA M&A to increase. This group of advisers is also more likely to say that M&A will directly impact their business (64%).

According to the survey, 12% of RIAs and fee-based advisers feel negatively about the impact of M&A activity. Thirty-three percent of these advisers say they prefer to manage their business independently without oversight. Thirty-two percent say that M&A makes it more challenging for small, independent firms to compete with the giants, and 32% say M&A might increase pressure on them to sell products that might not be right for clients.

Rollover Mechanics and the Most Common Mistakes

Besides failing to invest the money within the IRS’s 60-day window—the most common mistake according to the experts—another frequent error impacts those who cash out of their workplace retirement plan.

Art by Lars Leetaru


Advisers need to educate retirement plan participants about their various rollover options. As a recent survey by Financial Engines found, 42% of those between the ages of 35 and 65 who recently left a job where they had money in a 401(k) plan were unaware that they could leave their money in the plan.

Twenty-eight percent didn’t know that some retirement plan distribution choices trigger tax liabilities and penalties, and 51% didn’t know that it is possible to move money from an individual retirement account (IRA) into a 401(k) plan.

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“Registered investment advisers [RIAs] have a fiduciary obligation to make sure their clients are making rollover decisions that are in their best interest, and all financial advisers, regardless of whether they are required to serve in their clients’ best interest, have an ethical obligation to share with their clients all of the options available to them,” says Ric Edelman, co-founder and chairman of financial education and client experience at Edelman Financial Engines in Washington, D.C.

Many of Ascensus’ financial advisers discuss rollover options with participants during enrollment meetings, says Rick Irace, chief operating officer at the practice. In addition, “a lot of financial wellness programs now include online videos and tools to help answer participants’ questions about rollovers and withdrawals,” Irace says. “It’s important for advisers and providers to educate participants about their options.”

The Main Choices

Participants have essentially five choices when it comes to rollovers, Edelman says. The first is to withdraw the money from the account and spend it.

“This will cause the participant to pay ordinary taxes on the money and, if they are under the age of 59 1/2, to be subject to the IRS’s 10% penalty as well,” he warns. “From a retirement planning perspective, this is the worst choice they can make, unless there are extenuating circumstances in their life like massive medical expenses or other economic circumstances where they have no other option. This should be the last resort.”

The second option is for participants to withdraw the money to purchase other investments. Again, Edelman says this is not ideal, but at least the money is remaining invested.

Participants’ third choice is to roll the money over to an individual retirement account (IRA). “They may have investment options in the IRA they didn’t have in their 401(k), so they may be able to obtain superior investments that are higher in return and lower in risk and fees, but in many cases, those claims aren’t true,” Edelman says. “Many 401(k) plans have very good investment choices,” so advisers need to help participants weigh these two choices, he says.

One benefit of an IRA is that should the account owner die, their beneficiaries will have the option to take the distributions over their lifetimes, commonly referred to as a “stretch IRA,” says Larry Steinberg, chief investment officer at Financial Architects Inc. in Pasadena, California. “If they leave their money in their 401(k), their beneficiaries will have to take the money within five years.”

Yet another potential benefit of moving the money over to an IRA is that “if you are using the broader services of a financial adviser, you may be able to obtain services from that adviser not available in the 401(k) plan,” Edelman says. “That could quite easily justify the IRA rollover.”

However, one important drawback of moving the money into an IRA as opposed to another 401(k) is that the participant is “going to be subject to IRA contribution limits, which are much lower than 401(k)s,” says Brett Tharp, CFP® senior financial planning analyst at eMoney Advisor in Radnor, Pennsylvania. “So, if the participant is in the accumulation phase, this is a drawback. 401(k)s permit annual contributions of $19,000, whereas IRAs cap that at $5,500.”

Another drawback with IRAs is that creditors can lay claim to that money, Steinberg says. “The assets can get pierced,” Steinberg says. “It is very difficult for that to happen in an ERISA [Employee Retirement Income Security Act] 401(k).” For instance, Steinberg knows of one investor who moved his 401(k) assets into an IRA, and when his ex-wife sued him for back child support, the state of California, where he lived, took all of that money. “Participants need to be aware that the asset protections in an IRA are not as good as in a 401(k) and that they can lose their money to a creditor,” he says.

Yet another drawback to moving money into an IRA is that if the participant reaches age 70 1/2, they have to take distributions, even if they are still working, Steinberg says. “With a 401(k), they only have to take distributions once they stop working,” he says.

Participants also need to be aware if they are moving money from a traditional 401(k) to a Roth IRA, or vice versa, or from SIMPLE IRAs or self-employed plans, says Jeff Winn, managing partner at International Assets Advisory in Orlando, Florida.

The fourth choice participants have vis-à-vis rollovers is to transfer the money to a new 401(k), Edelman says. While most 401(k)s do accept rollover money from another 401(k), some don’t, so this is something that advisers need to confirm for participants, he says.

There is something to be said for consolidating money, according to Edelman. “The average 35-year-old has already held down eight jobs,” he says. “That could mean you have as many 401(k) accounts. It could be easy to lose track of those accounts. By transferring money, a participant reduces the risk they will lose track of those assets. It is also easier to manage from a paperwork perspective.”

Tharp also thinks rolling the money over to the new 401(k) is a wise move. “Generally, it isn’t a good idea to leave the money in the old 401(k) because it could be difficult for the participant to get answers from the sponsor or make changes to their account since they are not getting an income from that employer anymore,” Tharp says. “And, they cannot make contributions or receive matching contributions.”

One important point for advisers to educate participants about when it comes to rollovers is that if they ask their previous sponsor to conduct a rollover, they will send a paper check to the participant which they must invest in an IRA or a 401(k) within 60 days, according to IRS rules. “If the participant doesn’t complete the rollover within that time frame,” Tharp notes, “the IRS deems that to be a nonqualified distribution, which they will tax at ordinary income rates and subject the participant, if they are not yet 59 1/2 or older, to the 10% early excise penalty.”

It is not uncommon for participants to fail to invest the money within the allotted time frame, Edelman says. This is why his firm advises participants to ask their sponsor to conduct a transfer, whereby the money is sent directly from the old 401(k) recordkeeper to the new 401(k) recordkeeper, sidestepping the participant, he says. In addition, the IRS only permits rollovers once every 12 months, whereas it permits an unlimited number of transfers per year.

Participants’ fifth choice is to leave their money in their old 401(k) plan, Edelman says. This approach has clear benefits but as noted above, this can become cumbersome and difficult for participants to manage.

Rollover Efficiency and Common Mistakes

“eMoney Advisor offers software solutions that, among many other planning techniques, help advisors demonstrate the positive impact or even the detriment of not completing a rollover on a client’s financial plan,” Tharp says. Financial Architects does the same, with its system requiring participants to proactively acknowledge that they have read about their various options, Steinberg says. “With paper forms, they are unlikely to read them and have no clue as to what they are signing.”

To this end, Unified Trust Company recently implemented a digital rollover solution on its platform, says Diana Jordan, senior retirement plan consultant at the company, based in Springfield, Illinois. The choices it offers participants include working with an adviser or a digital adviser, she says.

Besides failing to invest the money within the 60-day window—the most common mistake according to the experts— another frequent error impacts those who cash out of their workplace retirement plan. When participants decide to withdraw their money from their 401(k) account, investment firms are required to withhold 20% of their balance in order to cover taxes, Steinberg notes.

“However, that 20% is just an estimate,” he says. “Participants may not realize that it isn’t enough to cover the taxes they could face. In California, you can owe 53% on a distribution because that is the marginal federal and state tax rate for someone in the top tax bracket.”

Finally, it would probably be helpful for advisers to know that once a participant accumulates $100,000 in assets, or is approaching retirement, they are more likely to want to work with an adviser on their rollover options, he says. Participants’ most common question, once they start working with advisers, is how much monthly income their savings will generate, and whether they need to be saving more, he says.

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