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The Vertical Integration of Private Markets Investing

The GFC and resulting regulations have driven major changes across the financial services landscape, and as capital flows are driven out of public markets, the makeup of financial services across the spectrum from large to small companies is changing at an accelerated pace.

I previously wrote about how classic M&A boutiques are extending their reach by entering Capital Markets. Yesterday, I caught pieces of the Goldman Sachs presentation at the Bernstein conference (which has had great speakers). It made me realize that what I had previously written about regarding M&A boutiques was perhaps a smaller part of a larger shift.

I’ll call that shift the “vertical integration of private market investing.” I’ve listened to many Goldman presentations over the past year or two, but it’s admittedly been hard for me to wrap my mind around exactly what they are trying to accomplish. For whatever reason, John Waldron’s (COO) presentation cleared a lot of the mental blockers I had.

Put simply, the strategy integrates:

  1. Origination: Via its #1 global M&A practice
  2. Investing: Via its 3rd party funds, SMAs, and balance sheet to support alternatives, public, FI, and other investing.
  3. Distribution: Via its marquee wealth management business

Often investment firms today will originate via 3rd party bankers and distribute solely to institutional LPs (vs UHNW / HNW / Others).

Given the rush to both originate investments and distribute them across a broader set of clients in today’s market environment, Goldman has the obvious pieces that competitor investment firms are currently trying to build aggressively (I’m viewing GS as an investment firm today – obviously it can be viewed from the bank angle most other days, but their current growth strategy centers around being a asset and wealth management) .

It’s like they woke up one day and said “Why the fuck is Blackstone worth more than us? Is this a sick joke? Let’s fix this.”

Another firm pursuing a similar strategy, albeit with the pieces currently immature, is B. Riley Financial. Their core is small cap Capital Markets, and around it they are buying / building practices in investment banking and wealth management to bolster their product set but also to complete their ability to originate and distribute effectively.

On origination:

I think a lot of our competitors probably are hindered — not hindered, but are a little bit more focused on just one segment. So let’s just call that the investment banking broker-dealer side. So I don’t know if there’s a lot of comps to us. I mean I would say, there’s firms out there like a KKR ,where they do have a broker-dealer and they do have some advisory and they really utilize that, but the main focus is private equity. We’re kind of the opposite. We really lead with our investment banking broker-dealer, and then we see these proprietary opportunities that we are willing to invest in, and I think that differentiates it.

RILY Q4-2021 Earnings Transcript

On distribution:

Brett, you have understand is that the benefit that [our wealth management business] also has is in — sometimes it creeps to other parts of the businesses. They have been referrals in M&A that goes into Capital Markets. They have been participants in our deals that help our deals get done. So there is another benefit that doesn’t get picked up in the line item of the sub, but it’s a big benefit.

RILY Q1-2022 Earnings Transcript

Alas, I believe this trend is going to reshape the financial services landscape beneath the mega money center banks and set the stage for the next decade of transactions. As for winners and losers, that’s something I’ll leave for someone else to figure out. 😉

Disclosure: I may own shares in companies mentioned. This is not investment advice. Do your own work.

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Wax On Wax Off

Someone posted a comment on Twitter the other day that I find important as an investor:

I find myself spending probably 75% of my time on the public stocks that we already own, learning more about them by reviewing past earnings calls, conference appearances, news articles, etc. It’s like waxing the same spot again and again. I find it astounding how I can pick up one important tidbit or thread together multiple tidbits from difference sources the 2nd or 3rd time around versus simply reading something once and tossing.

B.Riley Financial is a business that I bought shares for us during the Dec / Jan ’21-22 mini-panic (mostly within tech). It’s an odd duck, with half of its revenue from a small cap capital markets / advisory business and half from balance sheet investments in odd old line companies (dial up internet, Magicjack, etc.) and securities. It doesn’t fit in a clean box, so it has little to no analyst coverage nor much investor interest. Never-mind it dished out $10 per share in dividends last year with the stock price between the $40-80 range. While unlikely to repeat in the near / medium term future (capital markets are effectively shut for small caps), the next year may be another productive one for the company, albeit strategic versus peak cash generation.

I was re-listening to their Q4-2021 earnings call and the following stood out to me in the CEO’s parting words:

Well, great. Thank you, everybody. I guess I would close by saying with the recent market dislocation, this is where we gain market share, and this is where we find opportunities, and this is often where we will find great people that might be looking for a more diversified platform or a change, and this has always been the best time for us. So while you might take a little bit of short-term pain in your Principal Investments or our underwriting might be a little slower. If you go back in time, this is really where we’ve been able to make a big difference in our business. So that’s the plan, and we appreciate your support. 

RILY Q4-2021 Earnings Call

Strategically it appears that RILY has filled all of its self described product gaps:

…look, we’ve been a capital markets shop. That’s been our strength. And so there were three areas that we thought needed to really be addressed and because we could really leverage what we’ve built, [buying a platform for] M&A was a big one. [Buying a platform for ] Asset Management was a big one, and [hiring a leader for] fixed income and credit was the big one. And so we’ve got all of those pieces in place. 

RILY Q4-2021 Earnings Call

Having a comprehensive capital markets business (equity and fixed), private and public M&A practice, restructuring practice, retail liquidation practice, along with a balance sheet to perform merchant banking transactions – paired with an opportunistic management approach seems like a machine that may have a better foundation than in the past.

Disclosure: We own shares of RILY, this is not investment advice. Do your own work.

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Lemonade from Lemons

As I continue to buy more shares in RILY and FRG, I continue to examine over and over how they have behaved during the difficult times in the economy. In examining what RILY’s CEO said immediately post COVID (Q1-2020 earnings), a number of positive themes emerge in my own opinion:

Over the course of our 23-year history, we have successfully managed through prior periods of extreme marketdislocation. While this is obviously unique from previous downturns, we feel our business is well positioned to come out stronger on the other side. We have learned from experience and have intentionally built our platform to withstand severe market shocks through the diversity of our businesses. 

We call ourselves a platform because we view the company in 2 parts: with the operating side of our business, which performs services for our clients and generates cash flow for the company; and then we have our proprietary investments, where — which are investment ideas and opportunities sourced from our platform.

In spite of current volatility in our investments, these are all business opportunities which have contributed significant revenue for our platform. Revenues generated from these investments in prior quarters partially offset the unrealized loss, and importantly, there is no margin balance in any of these positions. This affords us the opportunity to make prudent investment decisions and not face pressure to sell in market values as well. In fact,the only meaningful realized trade during the quarter was the unwinding of a market hedge that we’ve put ontowards the end of last year that resulted in a $17 million gain.

As we look ahead, we have a balance of assets that continue to generate strong cash flow for B. Riley. In fact, a number of our businesses stand a benefit during countercyclical markets. This includes our B. Riley FBR corporate restructuring team, our GlassRatner bankruptcy and litigation advisory group, and our Great AmericanGroup retail liquidation division. We also believe and have begun to see a need for companies to raise capital through debt and/or equity and expect our capital markets group to be a beneficiary of this need for capital. In recent weeks, we have won a number of significant restructuring assignments and retail liquidation projects, and our pipeline for new opportunities is robust.

A key measure of our success will always be our ability to deliver shareholder value. During the quarter, inaddition to paying our quarterly dividend, we repurchased over 1 million shares, including a large block of sharestotaling 880,000 from an existing shareholder prior to the COVID-19 downturn. We also bought back some of our bonds, and our Board and management also continued to make open market purchases, which demonstrates continued confidence in the company. As we look ahead, we will continue to maintain tight discipline with our balance sheet, however, we will continue to be aggressive. Over our history, we have found that marketdisruption creates opportunities, and we intend to continue to be aggressive in pursuing these opportunities.With over $124 million of cash and over $775 million in cash and investments, strong operational cash flow andno significant principal payments due until mid-2023, we believe that we will have ample liquidity to support thebusiness through this uncertain time, and we will continue to leverage our balance sheet and to create moreopportunities, which not only benefit us, but also support our partners and our clients.

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Wading In

Beautiful weather down here in Sarasota versus back home in Seattle. Amazing to have happy hour outside with the kids.

While happy hour was happening certain stocks kept drawing down (while others were up bigly). Vaporware stocks got absolutely smoked and seemed to bust down through 52-week lows. I wish them the best.

In the meanwhile, I picked up starter positions in Franchise Resource Group and B.Riley Financial (on my cell no less, what a world).

Without getting in to deep details here, FRG is run by a proven company builder and capital allocator, has guided towards ~$5 / share in ’22 earnings, has a fairly resilient and predictable revenue profile, and trades for ~$48 / share right now. It has had a big run over the past ~2 years, but well deserved, as the company’s per-share earnings KPIs have bloomed thanks to shrewd M&A. It pays a well-covered ~$2.50 / yr dividend.

B.Riley is a weird company and doesn’t fit into any clean bucket. The CEO admits this contributes to his perceived undervaluation of the stock. It’s an investment bank to small / medium sized companies, has a retail liquidation arm, owns a few rusty old no-growth principal investments that generate cash, and a smattering of apparel brands. Super odd. That said, it will likely print ~$15-20 / share in earnings this year on a ~$56 stock. While ’21 was an outlier, its normalized earnings may be in the range of ~$7-10 / share, with trough earnings around ~$3-5 / share. It pays a $4 / yr dividend, which is likely breakeven in an economic downturn, and obviously very well covered in a boom year.

There’s nothing crazy complicated or asymmetric about these. Just decent businesses at reasonable prices that pay their owners.