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5. Watch for firms with unorthodox methods of raising capital.

Representative-funded equity participation. Our firm has always been a big fan of equity participation if no capital outlay is required from the representative. Numerous firms shave off 10% to 25% of their firm to be owned by the reps, while some are 100% owned by reps and broker-dealer staff. The model we find agreeable is when the broker-dealer gives capital units or options each year based on a rep’s production level, i.e., the higher the level of production, the greater percentage of ownership. If the broker-dealer ever sells or goes public, the rep’s shares will have intrinsic value. If nothing ever comes to fruition, it is not a big deal since the rep never had to make a capital outlay.

A few firms elect to offer stock in their broker-dealer, which the firm’s representatives can purchase. The proceeds of the stock purchase are then used in a slush fund to operate and grow the broker-dealer. Valuation of their stock calculation is often times questionable. One recruiter that left such a firm told us, “I would ask management for the value price of their stock, asking three different people and getting three different prices. You might as well throw a dart at a dart board to come up with the price.”

Securities attorney Jim Eccleston of Eccleston Law, operating out of Chicago, expressed concern for rep-purchased ownership. “While customer protection issues are not directly present because advisors are buying shares for their own account in what is an employee-owned company, advisors need to be wary of valuation accuracy, dilution issues, vesting issues, transferability issues and any restrictions associated with related employment agreements such as duty of loyalty, non-solicitation and confidentiality provisions. The devil is in the details,” according to Eccleston.

Broker-dealer notes. Broker-dealers need capital to recruit and expand, which is typically done by investing profits into their marketing or business development budgets, or through funding from a deep-pocketed parent company. In their search for additional capital, some privately owned firms have chosen to sell notes to their representatives’ clients. These note periods can vary from three to five years, paying interest of 5% to 8%. Commissions paid to the representative for selling such notes to their clients typically run between 3% and 8%. Again, Eccleston expressed caution, stating, “The sale of such notes raises a host of issues that regulators would scrutinize. Apart from suitability, and accurate and complete disclosure, there is the issue of conflict of interest. That is, is the buy recommendation primarily motivated by not just the relatively high commission, but also by the advisor’s interest in raising capital to keep his or her independent firm profitable or merely just in business? Notably, advisors need to appreciate that the possibility exists that a kind of Ponzi scheme could be created in a situation in which the firm issues more than one series of notes, with the later series of notes being issued to pay off the earlier series of notes, but the firm ultimately being unable to pay off the later series of notes.”

6. Is the broker-dealer up for potential sale?

Starting at a new broker-dealer, your intentions are, “I hope this is the last move I ever have to make!” Having your firm sold out from under you can change things dramatically as the new owner’s interests may not mesh with your own. Here are some situations and criteria to explore to better discern if the firm you are courting is likely to be sold:

• No Growth, High Staff Turnover. If a firm has had negligible growth over the last five years and you see high turnover of back-office personnel (talk to a wholesaler to verify), this is a possible indicator of a firm in a downward spiral in need of a buyer.
• Technology Coasting. If the firm is not investing in new technology on a regular basis, chances are good that it is looking to sell in the near future.
• Ownership Structure. If a broker-dealer has one person who is a majority owner and that person is in his or her late 50s or older, there is a strong likelihood that the sale of the broker will be the majority share owner’s retirement nest egg. Check the firm’s ownership structure on FINRA’s website and discuss the broker-dealer’s succession plan with management.
• Unusually High Forgivable Notes. For firms that pay forgivable notes, offering 10% to 20% of a rep’s trailing 12-months production in the form of a five-year forgivable note equates to that firm not making money off the rep for two to three years. When that percentage goes up to between 25% and 40%, the broker-dealer is looking at around four to six years before it sees profits. You have to ask yourself, “In what scenario would it make sense to pay that much money to join them?” There are nearly always two answers to that question: 1) capitalizing the reps’ value through the sale of the firm, and 2) capitalizing the reps’ value through sale of proprietary products and their use of proprietary platforms such as proprietary advisory and clearing platforms.

With 27 broker-dealers closing their doors since March 2010, representatives must exercise greater due diligence in evaluating potential broker-dealers. Problematic alternative investments and financial duress were the death knell for these firms.

Shutdowns are not over, with yet more litigation and margin squeeze likely to occur as Dodd-Frank continues to raise compliance costs and REITs are re-priced at ever lower valuations. The current environment can be likened to tip-toeing through a minefield as you try to avoid firms that can blow up on you. Making the extra effort in your due diligence can help you get to the other side unscathed.