UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On April 28, 2022, B. Riley Financial, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended March 31, 2022. A copy of the press release is attached hereto as Exhibit 99.1.
Item 7.01. Regulation FD Disclosure.
Additionally, on April 28, 2022, in conjunction with the press release described above, the Company posted to its website at https://ir.brileyfin.com/events-and-presentations, certain supplemental financial information for the fiscal quarter ended March 31, 2022 and certain prior periods. A copy of the information is attached hereto as Exhibit 99.2.
The information set forth in this Current Report, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including Exhibits 99.1 and 99.2 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Earnings Release dated April 28, 2022 | |
| 99.2 | First Quarter 2022 Supplemental Financial Data dated April 28, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| April 28, 2022 | B. RILEY FINANCIAL, INC. | ||
| By: | /s/ Phillip J. Ahn | ||
| Name: | Phillip J. Ahn | ||
| Title: | Chief Financial Officer and Chief Operating Officer | ||
2
Exhibit 99.1
B. Riley Financial Reports First Quarter 2022 Results
Continued Diversification of Revenue Mix
Declares regular quarterly dividend of $1.00 per common share
LOS ANGELES, April 28, 2022 – B. Riley Financial, Inc. (NASDAQ: RILY), a diversified financial services company, today announced results for the three-month period ended March 31, 2022.
First Quarter 2022 Financial Highlights
| ● | Net loss of $12.1 million, ($0.43) diluted EPS |
| ● | Total revenues of $205.6 million |
| ● | Operating revenues (2) of $274.0 million |
| ● | Total adjusted EBITDA (1) of $40.7 million |
| ● | Operating adjusted EBITDA (3) of $84.2 million |
Bryant Riley, Chairman and Co-Chief Executive Officer of B. Riley Financial said, “Our first quarter operating results reflect resilient performance from our diversified platform, offset by a challenging environment for our underwriting business and investment portfolio. Integration of recent acquisitions remain on track, as does the build out of our fixed income team. While our platform has demonstrated its ability to deliver outstanding results in more accommodating operating environments, current conditions remind us why we remain committed to a highly variable cost structure and a portfolio approach to a complementary but diversified operating model. We ended the quarter with $213.6 million in cash and equivalents, leaving us well-armed to capitalize on opportunities presented by recent market dislocations within our proprietary ecosystem.”
“Within the Capital Markets segment, investment banking underwriting saw declines from the prior quarter due to market conditions. However, we continued to gain underwriting market share, and saw activity from ATM offerings, sales and trading, and securities lending businesses remain stable from the prior quarter. In subsequent quarters, we expect to see a more material benefit from M&A assignments as FocalPoint’s robust pipeline is amplified by organic momentum. Our capital management business continues to show strength on the heels of the addition of 272 Capital last year. And finally, our direct lending activity continues to deliver strong performance while addressing an underserved need in the market.”
Tom Kelleher, Co-Chief Executive Officer of B. Riley Financial, added: “We continue to diversify our revenue mix by expanding our Communications business within Principal Investments via our pending acquisitions of Lingo Management and Bullseye Telecom which we anticipate will be completed this summer. These acquisitions should further enhance our uncorrelated, free cash flows – a core tenet of our platform. In addition, we are actively managing our equity exposure, and ensuring our recurring businesses continue to provide sufficient cash flow to cover our interest and dividend payments. We have an established track record of delivering market-leading returns and fully expect the competitive advantages of our diversified platform will deliver long-term sustainable growth and continued strong returns to our shareholders.”
Declaration of Common Dividend
B. Riley has declared a regular quarterly cash dividend of $1.00 per common share which is payable on or about May 20 to common stockholders of record as of May 11.
| www.brileyfin.com | NASDAQ: RILY | 1 |
Financial Summary
| Three Months Ended March 31, | ||||||||
| (Dollars in thousands, except for share data) | 2022 | 2021 | ||||||
| Net (loss) income available to common shareholders | $ | (12,064 | ) | $ | 252,907 | |||
| Basic (loss) income per common share | $ | (0.43 | ) | $ | 9.38 | |||
| Diluted (loss) income per common share | $ | (0.43 | ) | $ | 8.81 | |||
For the first quarter, net loss available to common shareholders was $12.1 million, or ($0.43) diluted earnings per share (EPS).
| Three Months Ended March 31, | ||||||||
| (Dollars in thousands) | 2022 | 2021 | ||||||
| Operating Revenues (2) | $ | 273,979 | $ | 333,217 | ||||
| Investment (Loss) Gains (4) | (68,390 | ) | 266,942 | |||||
| Total Revenues | $ | 205,589 | $ | 600,159 | ||||
| Operating Adjusted EBITDA (3) | $ | 84,187 | $ | 122,717 | ||||
| Investment Adjusted EBITDA (5) | (43,525 | ) | 262,764 | |||||
| Total Adjusted EBITDA (1) | $ | 40,662 | $ | 385,481 | ||||
For the three months ended March 31, 2022:
| ● | Total revenues decreased 66.0% to $205.6 million from $600.2 million for the prior year period. |
| ● | Total adjusted EBITDA (1) of $40.7 million compared to $385.5 million for the prior year period. |
| ● | Operating revenues (2) decreased 18% to $274.0 million from $333.2 million for the prior year period. |
| ● | Operating adjusted EBITDA (3) of $84.2 million compared to $122.7 million for the prior year period. |
| ● | Quarterly investment loss (4) was $68.4 million which reflect certain strategic investments held by the Company. |
As of March 31, 2022, cash and investments (6) totaled approximately $2.5 billion including cash and cash equivalents of $213.6 million. Total cash and investments, (6) net of debt, was approximately $406 million.
| www.brileyfin.com | NASDAQ: RILY | 2 |
Segment Financial Summary and Highlights
| Operating Revenues (2) | Investment Gains (Loss) (4) | Total Segment Revenue | ||||||||||||||||||||||
| Three Months Ended March 31, | Three Months Ended March 31, | Three Months Ended March 31, | ||||||||||||||||||||||
| (Dollars in thousands) | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||
| Capital Markets | $ | 130,510 | $ | 207,899 | $ | (68,912 | ) | $ | 264,503 | $ | 61,598 | $ | 472,402 | |||||||||||
| Wealth Management | 76,957 | 65,542 | 522 | 2,356 | 77,479 | 67,898 | ||||||||||||||||||
| Auction and Liquidation | 3,355 | 13,450 | - | - | 3,355 | 13,450 | ||||||||||||||||||
| Financial Consulting | 25,936 | 21,409 | - | - | 25,936 | 21,409 | ||||||||||||||||||
| Principal Investments | 32,664 | 20,529 | - | - | 32,664 | 20,529 | ||||||||||||||||||
| Brands | 4,557 | 4,388 | - | 83 | 4,557 | 4,471 | ||||||||||||||||||
| Segment Operating Income (Loss) (7) | Investment Income (Loss) (5) | Total Segment Income (Loss) | ||||||||||||||||||||||
| Three Months Ended March 31, | Three Months Ended March 31, | Three Months Ended March 31, | ||||||||||||||||||||||
| (Dollars in thousands) | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||
| Capital Markets | $ | 57,869 | $ | 105,983 | $ | (44,047 | ) | $ | 260,325 | $ | 13,822 | $ | 366,308 | |||||||||||
| Wealth Management | (10,618 | ) | 1,671 | 522 | 2,356 | (10,096 | ) | 4,027 | ||||||||||||||||
| Auction and Liquidation | (800 | ) | 907 | - | - | (800 | ) | 907 | ||||||||||||||||
| Financial Consulting | 4,912 | 3,322 | - | - | 4,912 | 3,322 | ||||||||||||||||||
| Principal Investments | 8,844 | 7,531 | - | - | 8,844 | 7,531 | ||||||||||||||||||
| Brands | 3,218 | 2,998 | - | 83 | 3,218 | 3,081 | ||||||||||||||||||
For the three months ended March 31, 2022:
Capital Markets segment revenues decreased 87% year-over-year to $61.6 million for the first quarter. Excluding investment loss(4) of $68.9 million, segment operating revenues (2) decreased 37% to $130.5 million, and segment operating income (7) decreased 45% to $57.9 million for the quarter. Performance for the first quarter was impacted by a slowdown in investment banking activity driven by challenging market conditions.
Wealth Management segment revenues increased to $77.5 million from $67.9 million in prior year period, while segment loss was $10.1 million reflecting reduced market activity combined with the impact of a settlement charge related to litigation prior to B. Riley’s acquisition of National Holdings in 2021. Combined wealth management assets under management were over $30 billion as of March 31, 2022.
Auction and Liquidation segment revenues totaled $3.4 million. Results for this segment vary from quarter-to-quarter and year-to-year due to the episodic impact of large retail liquidation engagements.
Financial Consulting segment revenues increased to $25.9 million from $21.4 million in prior year period. Segment income increased to $4.9 million from $3.3 million in the prior year period.
Principal Investments segment companies, magicJack, United Online, and Marconi Wireless, generated segment revenues of $32.7 million up from $20.5 million in the prior year quarter. Segment income increased to $8.8 million up from $7.5 million. Results in this segment were primarily due to the addition of Marconi Wireless results in the quarter.
Brands generated quarterly segment revenues of $4.6 million related to the licensing of brand trademarks. These results do not include $5.8 million of dividend income that we earned in Q1 from our investment in Hurley and Justice which are recognized in our Capital Markets operating results.
| www.brileyfin.com | NASDAQ: RILY | 3 |
Supplemental Financial Data
Additional metrics related to operating results and investments can be found in the First Quarter 2022 Financial Supplement on B. Riley’s investor relations website.
Conference Call Details
Management will host an investor call to discuss its first quarter results today, Thursday, April 28, 2022 at 4:30 p.m. Eastern time (1:30 p.m. Pacific time). Investors may access the live broadcast and archived recording via the Company’s investor relations website at ir.brileyfin.com.
| Date and Time: | Thursday, April 28, 2022 at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) | |
| Dial In: | 1-855-327-6837 (toll-free) or 1-412-317-6026 (international) | |
| Audio Webcast: | https://ir.brileyfin.com/events-and-presentations |
| Replay (expires Thursday, May 5, 2022) |
| Dial In: | 1-844-512-2921; 10018742 (pin) | |
| Replay Link: | https://ir.brileyfin.com/events-and-presentations |
About B. Riley Financial
B. Riley Financial provides collaborative solutions tailored to fit the capital raising and business advisory needs of its clients and partners. B. Riley operates through several subsidiaries that offer a diverse range of complementary end-to-end capabilities spanning investment banking and institutional brokerage, private wealth and investment management, financial consulting, corporate restructuring, operations management, risk and compliance, due diligence, forensic accounting, litigation support, appraisal and valuation, auction, and liquidation services. For more information, please visit www.brileyfin.com.
Footnotes (See “Note Regarding Use of Non-GAAP Financial Measures” for further discussion of these non-GAAP terms.)
| (1) | Adjusted EBITDA includes earnings before interest, taxes, depreciation, amortization, restructuring costs, share-based payments, gain on extinguishment of loans, impairment of tradenames, and transaction related and other costs. For a definition of adjusted EBITDA and a reconciliation to GAAP financial measures, please see the Appendix hereto. |
| (2) | Operating revenue is defined as the sum of revenues from services and fees, interest income - loans and securities lending, and sale of goods. |
| (3) | Operating adjusted EBITDA is defined as adjusted EBITDA excluding trading income (losses) and fair value adjustments on loans and other investment related expenses. |
| (4) | Investment gains (loss) is defined as trading income and fair value adjustments on loans. |
| (5) | Investment adjusted EBITDA and investment income (loss) are defined as trading income (losses) and fair value adjustments on loans, less other investment related expenses. |
| (6) | Total cash and investments is defined as the sum of cash and cash equivalents, restricted cash, due from clearing brokers net of due to clearing brokers, securities and other investments owned, at fair value net of (i) securities sold not yet purchased and (ii) noncontrolling interest related to investments, advances against customer contracts, loans receivable, at fair value net of loan participations sold, and other investments reported in prepaid and other assets. |
| (7) | Segment operating income (loss) is defined as segment income (loss) excluding trading income (losses) and fair value adjustments on loans and other investment related expenses. |
| www.brileyfin.com | NASDAQ: RILY | 4 |
Note Regarding Use of Non-GAAP Financial Measures
Certain of the information set forth herein, including operating revenues, adjusted EBITDA, operating adjusted EBITDA, and investment adjusted EBITDA, may be considered non-GAAP financial measures. B. Riley Financial believes this information is useful to investors because it provides a basis for measuring the Company’s available capital resources, the operating performance of its business and its revenues and cash flow, (i) excluding in the case of operating revenues, trading income (losses) and fair value adjustments on loans, (ii) excluding in the case of adjusted EBITDA, net interest expense, provisions for or benefit from income taxes, depreciation, amortization, fair value adjustment, restructuring costs, gain on extinguishment of loans, impairment of trade names, stock-based compensation and transaction and other expenses, (iii) excluding in the case of operating adjusted EBITDA, the aforementioned adjustments for adjusted EBITDA as well as trading income (losses) and fair value adjustments on loans, and other investment related expenses, (iv) including in the case of investment adjusted EBITDA, trading income (losses) and fair value adjustments on loans, net of other investment related expenses, and (v) including in the case of total cash and investments, net of debt, total cash, net securities and investments, and other minus total debt, that would normally be included in the most directly comparable measures calculated and presented in accordance with Generally Accepted Accounting Principles (“GAAP”). In addition, the Company’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company’s operating performance, management compensation, capital resources, and cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-financial measures as reported by the Company may not be comparable to similarly titled amounts reported by other companies.
Forward-Looking Statements
Statements in this press release that are not descriptions of historical facts are forward-looking statements that are based on management’s current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition, and stock price could be materially negatively affected. You should not place undue reliance on such forward-looking statements, which are based on the information currently available to us and speak only as of the date of this press release. Such forward-looking statements include, but are not limited to, statements regarding our excitement and the expected growth of our business segments. Factors that could cause such actual results to differ materially from those contemplated or implied by such forward-looking statements include, without limitation, the risks associated with the unpredictable and ongoing impact of the COVID-19 pandemic and other risks described from time to time in B. Riley Financial, Inc.’s periodic filings with the SEC, including, without limitation, the risks described in B. Riley Financial, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021 under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (as applicable). Additional information will be set forth in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. All information is current as of the date this press release is issued, and B. Riley Financial, Inc. undertakes no duty to update this information.
Contacts
| Investors | Media |
| Mike Frank | Jo Anne McCusker / Scott Cianciulli |
| [email protected] | [email protected] |
| (212) 409-2424 | (212) 739-6753 |
| www.brileyfin.com | NASDAQ: RILY | 5 |
B. RILEY FINANCIAL, INC.
Consolidated Balance Sheets
(Dollars in thousands, except par value)
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Assets: | ||||||||
| Cash and cash equivalents | $ | 213,584 | $ | 278,933 | ||||
| Restricted cash | 928 | 927 | ||||||
| Due from clearing brokers | 40,350 | 29,657 | ||||||
| Securities and other investments owned, at fair value | 1,317,101 | 1,532,095 | ||||||
| Securities borrowed | 1,629,773 | 2,090,966 | ||||||
| Accounts receivable, net | 44,722 | 49,673 | ||||||
| Due from related parties | 1,480 | 2,074 | ||||||
| Loans receivable, at fair value (includes $154,862 and $167,744 from related parties as of March 31, 2022 and December 31, 2021, respectively) | 882,391 | 873,186 | ||||||
| Prepaid expenses and other assets | 470,525 | 463,502 | ||||||
| Operating lease right-of-use assets | 60,677 | 56,969 | ||||||
| Property and equipment, net | 12,980 | 12,870 | ||||||
| Goodwill | 362,466 | 250,568 | ||||||
| Other intangible assets, net | 211,915 | 207,651 | ||||||
| Deferred tax assets, net | 2,867 | 2,848 | ||||||
| Total assets | $ | 5,251,759 | $ | 5,851,919 | ||||
| Liabilities and Equity | ||||||||
| Liabilities: | ||||||||
| Accounts payable | $ | 8,634 | $ | 6,326 | ||||
| Accrued expenses and other liabilities | 298,905 | 343,750 | ||||||
| Deferred revenue | 75,509 | 69,507 | ||||||
| Deferred tax liabilities, net | 51,174 | 93,055 | ||||||
| Due to clearing brokers | — | 69,398 | ||||||
| Securities sold not yet purchased | 7,498 | 28,623 | ||||||
| Securities loaned | 1,619,132 | 2,088,685 | ||||||
| Operating lease liabilities | 72,339 | 69,072 | ||||||
| Notes payable | 22,891 | 357 | ||||||
| Revolving credit facility | 80,000 | 80,000 | ||||||
| Term loans, net | 342,851 | 346,385 | ||||||
| Senior notes payable, net | 1,627,649 | 1,606,560 | ||||||
| Total liabilities | 4,206,582 | 4,801,718 | ||||||
| Commitments and contingencies | ||||||||
| Redeemable noncontrolling interests in equity of subsidiaries | 345,000 | 345,000 | ||||||
| B. Riley Financial, Inc. equity: | ||||||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 4,535 and 4,512 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively; liquidation preference of $113,380 and $112,790 as of March 31, 2022 and December 31, 2021, respectively | — | — | ||||||
| Common stock, $0.0001 par value; 100,000,000 shares authorized; 27,928,234 and 27,591,028 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively. | 3 | 3 | ||||||
| Additional paid-in capital | 450,164 | 413,486 | ||||||
| Retained earnings | 205,765 | 248,862 | ||||||
| Accumulated other comprehensive loss | (1,568 | ) | (1,080 | ) | ||||
| Total B. Riley Financial, Inc. stockholders’ equity | 654,364 | 661,271 | ||||||
| Noncontrolling interests | 45,813 | 43,930 | ||||||
| Total equity | 700,177 | 705,201 | ||||||
| Total liabilities and equity | $ | 5,251,759 | $ | 5,851,919 | ||||
| www.brileyfin.com | NASDAQ: RILY | 6 |
B. RILEY FINANCIAL, INC.
Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except share data)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2022 | 2021 | |||||||
| Revenues: | ||||||||
| Services and fees | $ | 210,675 | $ | 289,469 | ||||
| Trading (losses) income and fair value adjustments on loans | (68,390 | ) | 266,942 | |||||
| Interest income - Loans and securities lending | 61,426 | 36,920 | ||||||
| Sale of goods | 1,878 | 6,828 | ||||||
| Total revenues | 205,589 | 600,159 | ||||||
| Operating expenses: | ||||||||
| Direct cost of services | 11,651 | 11,322 | ||||||
| Cost of goods sold | 2,251 | 5,326 | ||||||
| Selling, general and administrative expenses | 175,199 | 191,344 | ||||||
| Interest expense - Securities lending and loan participations sold | 11,766 | 19,189 | ||||||
| Total operating expenses | 200,867 | 227,181 | ||||||
| Operating income | 4,722 | 372,978 | ||||||
| Other income (expense): | ||||||||
| Interest income | 67 | 49 | ||||||
| Change in fair value of financial instruments and other | 5,981 | — | ||||||
| Income from equity investments | 6,775 | 875 | ||||||
| Interest expense | (30,436 | ) | (19,786 | ) | ||||
| (Loss) Income before income taxes | (12,891 | ) | 354,116 | |||||
| Benefit from (provision for) income taxes | 3,695 | (97,518 | ) | |||||
| Net (loss) income | (9,196 | ) | 256,598 | |||||
| Net income attributable to noncontrolling interests | 866 | 1,942 | ||||||
| Net (loss) income attributable to B. Riley Financial, Inc. | (10,062 | ) | 254,656 | |||||
| Preferred stock dividends | 2,002 | 1,749 | ||||||
| Net (loss) income available to common shareholders | $ | (12,064 | ) | $ | 252,907 | |||
| Basic (loss) income per common share | $ | (0.43 | ) | $ | 9.38 | |||
| Diluted (loss) income per common share | $ | (0.43 | ) | $ | 8.81 | |||
| Weighted average basic common shares outstanding | 27,855,033 | 26,972,275 | ||||||
| Weighted average diluted common shares outstanding | 27,855,033 | 28,710,368 | ||||||
| www.brileyfin.com | NASDAQ: RILY | 7 |
B. RILEY FINANCIAL, INC.
Segment Financial Information
(Unaudited)
(Dollars in thousands)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2022 | 2021 | |||||||
| Capital Markets segment: | ||||||||
| Revenues - Services and fees | $ | 69,084 | $ | 170,979 | ||||
| Trading (losses) income and fair value adjustments on loans | (68,912 | ) | 264,503 | |||||
| Interest income - Loans and securities lending | 61,426 | 36,920 | ||||||
| Total revenues | 61,598 | 472,402 | ||||||
| Selling, general and administrative expenses | (34,117 | ) | (86,140 | ) | ||||
| Interest expense - Securities lending and loan participations sold | (11,766 | ) | (19,189 | ) | ||||
| Depreciation and amortization | (1,893 | ) | (765 | ) | ||||
| Segment income | 13,822 | 366,308 | ||||||
| Wealth Management segment: | ||||||||
| Revenues - Services and fees | 76,957 | 65,542 | ||||||
| Trading income and fair value adjustments on loans | 522 | 2,356 | ||||||
| Total revenues | 77,479 | 67,898 | ||||||
| Selling, general and administrative expenses | (85,742 | ) | (61,472 | ) | ||||
| Depreciation and amortization | (1,833 | ) | (2,399 | ) | ||||
| Segment (loss) income | (10,096 | ) | 4,027 | |||||
| Auction and Liquidation segment: | ||||||||
| Revenues - Services and fees | 3,355 | 7,358 | ||||||
| Revenues - Sale of goods | — | 6,092 | ||||||
| Total revenues | 3,355 | 13,450 | ||||||
| Direct cost of services | (2,335 | ) | (6,580 | ) | ||||
| Cost of goods sold | — | (4,474 | ) | |||||
| Selling, general and administrative expenses | (1,820 | ) | (1,489 | ) | ||||
| Segment (loss) income | (800 | ) | 907 | |||||
| Financial Consulting segment: | ||||||||
| Revenues - Services and fees | 25,936 | 21,409 | ||||||
| Selling, general and administrative expenses | (20,943 | ) | (17,989 | ) | ||||
| Depreciation and amortization | (81 | ) | (98 | ) | ||||
| Segment income | 4,912 | 3,322 | ||||||
| Principal Investments - Communications segment: | ||||||||
| Revenues - Services and fees | 30,786 | 19,793 | ||||||
| Revenues - Sale of goods | 1,878 | 736 | ||||||
| Total revenues | 32,664 | 20,529 | ||||||
| Direct cost of services | (9,316 | ) | (4,742 | ) | ||||
| Cost of goods sold | (2,251 | ) | (852 | ) | ||||
| Selling, general and administrative expenses | (9,028 | ) | (4,870 | ) | ||||
| Depreciation and amortization | (3,225 | ) | (2,534 | ) | ||||
| Segment income | 8,844 | 7,531 | ||||||
| Brands segment: | ||||||||
| Revenues - Services and fees | 4,557 | 4,388 | ||||||
| Trading income and fair value adjustments on loans | — | 83 | ||||||
| Total revenues | 4,557 | 4,471 | ||||||
| Selling, general and administrative expenses | (756 | ) | (676 | ) | ||||
| Depreciation and amortization | (583 | ) | (714 | ) | ||||
| Segment income | 3,218 | 3,081 | ||||||
| Consolidated operating income from reportable segments | 19,900 | 385,176 | ||||||
| Corporate and other expenses | (15,178 | ) | (12,198 | ) | ||||
| Interest income | 67 | 49 | ||||||
| Change in fair value of financial instruments and other | 5,981 | — | ||||||
| Income on equity investments | 6,775 | 875 | ||||||
| Interest expense | (30,436 | ) | (19,786 | ) | ||||
| (Loss) income before income taxes | (12,891 | ) | 354,116 | |||||
| Benefit from (provision for) income taxes | 3,695 | (97,518 | ) | |||||
| Net (loss) income | (9,196 | ) | 256,598 | |||||
| Net income attributable to noncontrolling interests | 866 | 1,942 | ||||||
| Net (loss) income attributable to B. Riley Financial, Inc. | (10,062 | ) | 254,656 | |||||
| Preferred stock dividends | 2,002 | 1,749 | ||||||
| Net (loss) income available to common shareholders | $ | (12,064 | ) | $ | 252,907 | |||
| www.brileyfin.com | NASDAQ: RILY | 8 |
B. RILEY FINANCIAL, INC.
Adjusted EBITDA and Operating Adjusted EBITDA Reconciliation
(Unaudited)
(Dollars in thousands)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2022 | 2021 | |||||||
| Net (loss) income attributable to B. Riley Financial, Inc. | $ | (10,062 | ) | $ | 254,656 | |||
| Adjustments: | ||||||||
| (Benefit from) provision for income taxes | (3,695 | ) | 97,518 | |||||
| Interest expense | 30,436 | 19,786 | ||||||
| Interest income | (67 | ) | (49 | ) | ||||
| Share based payments | 17,013 | 5,526 | ||||||
| Depreciation and amortization | 7,848 | 6,759 | ||||||
| Gain on extinguishment of loans | (1,102 | ) | — | |||||
| Transactions related costs and other | 291 | 1,285 | ||||||
| Total EBITDA adjustments | 50,724 | 130,825 | ||||||
| Adjusted EBITDA | $ | 40,662 | $ | 385,481 | ||||
| Operating EBITDA Adjustments: | ||||||||
| Trading losses (income) and fair value adjustments on loans | 68,390 | (266,942 | ) | |||||
| Other investment related expenses | (24,865 | ) | 4,178 | |||||
| Total Operating EBITDA Adjustments | 43,525 | (262,764 | ) | |||||
| Operating Adjusted EBITDA | $ | 84,187 | $ | 122,717 | ||||
| www.brileyfin.com | NASDAQ: RILY | 9 |
B. RILEY FINANCIAL, INC.
Adjusted Net Income Reconciliation
(Unaudited)
(Dollars in thousands, except share data)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2022 | 2021 | |||||||
| Net (loss) income attributable to B. Riley Financial, Inc. | $ | (10,062 | ) | $ | 254,656 | |||
| Adjustments: | ||||||||
| Share based payments | 17,013 | 5,526 | ||||||
| Amortization of intangible assets | 6,816 | 5,886 | ||||||
| Gain on extinguishment of loans | (1,102 | ) | — | |||||
| Transactions related costs and other | 291 | 1,285 | ||||||
| Income tax effect of adjusting entries | (6,182 | ) | (3,516 | ) | ||||
| Adjusted net income attributable to B. Riley Financial, Inc. | $ | 6,774 | $ | 263,837 | ||||
| Adjusted income per common share: | ||||||||
| Adjusted basic income per share | $ | 0.24 | $ | 9.78 | ||||
| Adjusted diluted income per share | $ | 0.24 | $ | 9.19 | ||||
| Shares used to calculate adjusted basic net income per share | 27,855,033 | 26,972,275 | ||||||
| Shares used to calculate adjusted diluted net income per share | 27,855,033 | 28,710,368 | ||||||
# # #
Source: B. Riley Financial, Inc.
| www.brileyfin.com | NASDAQ: RILY | 10 |
Exhibit 99.2
1 NASDAQ: RILY First Quarter 2022 Supplemental Financial Data April 28, 2022
2 2 Reconciliation of U.S. GAAP to Non - GAAP Measures (Unaudited, dollars in thousands) Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Adj. EBITDA and Operating Adj. EBITDA Reconciliation Net income (loss) attributable to B. Riley Financial, Inc. $ 254,656 $ 75,676 $ 50,550 $ 64,172 $ (10,062) EBITDA Adjustments: Provision for (benefit from) income taxes 97,518 19,902 22,693 23,847 (3,695) Interest expense 19,786 20,856 25,372 26,441 30,436 Interest income (49) (56) (70) (54) (67) Share based payments 5,526 8,608 9,374 12,503 17,013 Depreciation and amortization 6,759 6,165 6,142 6,805 7,848 Gain on extinguishment of loans — (6,509) — — (1,102) Transactions related costs and other 1,285 245 40 4,311 291 Total EBITDA Adjustments 130,825 49,211 63,551 73,853 50,724 Adjusted EBITDA $ 385,481 $ 124,887 $ 114,101 $ 138,025 $ 40,662 Operating EBITDA Adjustments: Trading (income) losses and fair value adjustments on loans (266,942) (32,679) (18,197) (68,858) 68,390 Other investment related expenses 4,178 (84) 5,187 36,930 (24,865) Total Operating EBITDA Adjustments (262,764) (32,763) (13,010) (31,928) 43,525 Operating Adjusted EBITDA $ 122,717 $ 92,124 $ 101,091 $ 106,097 $ 84,187
3 3 Operating Income Summary 1. Other investment related expenses. (Unaudited, dollars in thousands) Operating Investment Combined Operating Investment Combined Revenues: Services and fees $ 210,675 - $ 210,675 $ 289,469 - $ 289,469 Trading (losses) income and fair value adjustments on loans - (68,390) (68,390) - 266,942 266,942 Interest income – loans & securities lending 61,426 - 61,426 36,920 - 36,920 Sale of goods 1,878 - 1,878 6,828 - 6,828 Total revenues $ 273,979 $ (68,390) $ 205,589 $ 333,217 $ 266,942 $ 600,159 Operating expenses: Direct cost of services $ 11,651 - $ 11,651 $ 11,322 - $ 11,322 Cost of goods sold 2,251 - 2,251 5,326 - 5,326 Selling, general and administrative expenses 200,064 (24,865) (1) 175,199 187,166 4,178 (1) 191,344 Interest expense – securities lending & loan participations sold 11,766 - 11,766 19,189 - 19,189 Total operating expenses $ 225,732 $ (24,865) $ 200,867 $ 223,003 $ 4,178 $ 227,181 Operating income $ 48,247 $ (43,525) $ 4,722 $ 110,124 $ 262,764 $ 372,978 Three Months Ended March 31, 2022 Three Months Ended March 31, 2021
4 4 Quarterly Operating Revenue and Operating Adjusted EBITDA Operating Revenue and Operating Adjusted EBITDA (1)(3)(5)(6) (Dollars in thousands) Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Operating Revenue (1) $ 333,217 $ 304,091 $ 363,325 $ 353,252 $ 273,979 Investment Gains (Loss) (2) 266,942 32,679 18,197 68,858 (68,390) Total Revenue $ 600,159 $ 336,770 $ 381,522 $ 422,110 $ 205,589 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Operating Adjusted EBITDA (3) $ 122,717 $ 92,124 $ 101,091 $ 106,097 $ 84,187 Investment Adjusted EBITDA (4) 262,764 32,763 13,010 31,928 (43,525) Adjusted EBITDA (5)(6) $ 385,481 $ 124,887 $ 114,101 $ 138,025 $ 40,662 Quarterly Revenue and Adjusted EBITDA 1. Operating Revenue is defined as the sum of revenues from (i) Service and Fees, (ii) Interest Income - Loans and Securities Lendi ng and (iii) Sales of Goods. 2. Investment Gains (Loss) is defined as Trading Income (Losses) and Fair Value Adjustments on Loans. 3. Operating Adjusted EBITDA is defined as Adjusted EBITDA excluding (i) Trading Income (Losses) and Fair Value Adjustments on L oan s and (ii) other investment related expenses. 4. Investment Adjusted EBITDA is defined as Trading Income (Losses) and Fair Value Adjustments on Loans, less other investment r ela ted expenses. 5. Adjusted EBITDA includes earnings before interest, taxes, depreciation, amortization, restructuring costs, share - based payments, gain on extinguishment of loans, impairment of tradenames, and transaction related and other costs. 6. For a reconciliation to GAAP financial measures, please see slide 2. $333.2M $304.1M $363.3M $353.3M $274.0M $122.7M $92.1M $101.1M $106.1M $84.2M Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Operating Revenue Operating Adj. EBITDA
5 5 Cash and Investments Summary (Dollars in thousands) Mar 31, 2021 Jun 30, 2021 Sep 30, 2021 Dec 31, 2021 Mar 31, 2022 Cash and Cash Equivalents $ 237,590 $ 297,396 $ 378,205 $ 278,933 $ 213,584 Restricted Cash 8,532 1,335 927 927 928 Due (to)/from Clearing Brokers, net 416,925 424,949 599,715 (39,741) 40,350 Advances Against Customer Contracts 200 200 200 200 200 Securities and Other Investments Owned Equity Securities 1,006,019 1,129,217 1,276,191 1,444,474 1,228,690 Corporate Bonds 41,754 42,912 5,401 7,632 10,508 Other Fixed Income Securities 5,165 3,227 4,436 2,606 3,681 Partnership Interests and Other 113,766 103,417 66,072 77,383 74,222 Securities Sold Not Yet Purchased (288,058) (272,088) (419,211) (28,623) (7,498) Loans Receivable, net of Loan Participations Sold 282,855 265,851 350,762 873,186 882,391 Other investments and deposits (1) 48,881 53,510 43,369 40,187 49,391 Noncontrolling interest (2) (4,326) (11,254) (16,558) (17,785) (17,135) Total Cash, Net Securities, and Other $1,869,303 $2,038,672 $2,289,509 $2,639,379 $2,479,312 (Dollars in thousands) Mar 31, 2021 Jun 30, 2021 Sep 30, 2021 Dec 31, 2021 Mar 31, 2022 Term Loans, net $ 69,543 $ 257,104 $ 252,927 $ 346,385 $ 342,851 Revolving Credit Facility — — 80,000 80,000 80,000 Notes Payable 6,908 357 357 357 22,891 Senior Notes Payable, net 1,139,100 1,213,105 1,362,847 1,606,560 1,627,649 Total Debt 1,215,551 1,470,566 1,696,131 2,033,302 2,073,391 Total Cash and Investments, Net of Debt $ 653,752 $ 568,106 $ 593,378 $ 606,077 $ 405,921 1. Other investments and investment related deposits reported in prepaid and other assets. 2. Noncontrolling interest related to investments reported in Securities and Other Investments Owned. Debt Summary
6 6 Composition of Cash and Investments Percentage by Asset Type – March 31, 2022 Cash and Restricted Cash 9% Due from/(to) Clearing Brokers, net 2% Public Equity 37% Private Equity 14% Loans Receivable 35% Corporate Bonds and Fixed Income Securities 1% Partnership Interests and Other 3% ( Dollars in thousands) Gross Value % of Total Cash and Restricted Cash $ 214,512 9% Due from/(to) Clearing Brokers, net 40,350 2% Public Equity (1)(2) 927,123 37% Private Equity (1) 346,788 14% Loans Receivable 882,391 35% Corporate Bonds and Fixed Income Securities 14,188 1% Partnership Interests and Other (1) 78,593 3% Total $ 2,503,945 100% 1. Includes investments reported in prepaid and other assets. 2. Includes $89 million equity positions held by B.Riley in managed account with gains and losses for client benefit
7 7 Condensed Consolidated Balance Sheets (Dollars in thousands) March 31, 2022 (Unaudited) December 31, 2021 Cash and cash equivalents $ 213,584 $ 278,933 Restricted cash 928 927 Due from clearing brokers 40,350 29,657 Securities and other investments owned, at fair value 1,317,101 1,532,095 Securities borrowed 1,629,773 2,090,966 Accounts receivable, net 44,722 49,673 Due from related parties 1,480 2,074 Loans receivable, at fair value 882,391 873,186 Prepaid expenses and other assets 470,525 463,502 Operating lease right - of - use assets 60,677 56,969 Property and equipment, net 12,980 12,870 Goodwill 362,466 250,568 Other intangible assets, net 211,915 207,651 Deferred tax assets, net 2,867 2,848 Total assets $ 5,251,759 $ 5,851,919 Accounts payable $ 8,634 $ 6,326 Accrued expenses and other liabilities 298,905 343,750 Deferred revenue 75,509 69,507 Due to clearing brokers — 69,398 Securities sold not yet purchased 7,498 28,623 Securities loaned 1,619,132 2,088,685 Operating lease liabilities 72,339 69,072 Deferred tax liabilities, net 51,174 93,055 Notes payable 22,891 357 Revolving credit facility 80,000 80,000 Term loans, net 342,851 346,385 Senior notes payable, net 1,627,649 1,606,560 Total liabilities $ 4,206,582 $ 4,801,718 Redeemable noncontrolling interests in equity of subsidiaries 345,000 345,000 Total B. Riley Financial, Inc. stockholders' equity 654,364 661,271 Noncontrolling interests 45,813 43,930 Total equity 700,177 705,201 Total liabilities and equity $ 5,251,759 $ 5,851,919
8 8 Consolidated Statements of Operations (Unaudited, dollars in thousands, except share data) Three Months Ended March 31, 2022 2021 Revenues: Services and fees $ 210,675 $ 289,469 Trading (losses) income and fair value adjustments on loans (68,390) 266,942 Interest income - Loans and securities lending 61,426 36,920 Sale of goods 1,878 6,828 Total revenues 205,589 600,159 Operating expenses: Direct cost of services 11,651 11,322 Cost of goods sold 2,251 5,326 Selling, general and administrative expenses 175,199 191,344 Interest expense - Securities lending and loan participations sold 11,766 19,189 Total operating expenses 200,867 227,181 Operating income 4,722 372,978 Other income (expense): Interest income 67 49 Change in fair value of financial instruments and other 5,981 — Income from equity investments 6,775 875 Interest expense (30,436) (19,786) (Loss) income before income taxes (12,891) 354,116 Benefit from (provision for) income taxes 3,695 (97,518) Net (loss) income (9,196) 256,598 Net income attributable to noncontrolling interests 866 1,942 Net (loss) income attributable to B. Riley Financial, Inc. $ (10,062) $ 254,656 Preferred stock dividends 2,002 1,749 Net (loss) income available to common shareholders $ (12,064) $ 252,907 Basic (loss) income per common share $ (0.43) $ 9.38 Diluted (loss) income per common share $ (0.43) $ 8.81 Weighted average basic common shares outstanding 27,855,033 26,972,275 Weighted average diluted common shares outstanding 27,855,033 28,710,368
9 9 Segment Financial Information (Unaudited, dollars in thousands) Three Months Ended March 31, 2022 2021 Capital Markets segment: Revenues - Services and fees $ 69,084 $ 170,979 Trading (losses) income and fair value adjustments on loans (68,912) 264,503 Interest income - Loans and securities lending 61,426 36,920 Total revenues 61,598 472,402 Selling, general and administrative expenses (34,117) (86,140) Interest expense - Securities lending and loan participations sold (11,766) (19,189) Depreciation and amortization (1,893) (765) Segment income 13,822 366,308 Wealth Management segment Revenues - Services and fees 76,957 65,542 Trading income and fair value adjustments on loans 522 2,356 Total revenues 77,479 67,898 Selling, general and administrative expenses (85,742) (61,472) Depreciation and amortization (1,833) (2,399) Segment (loss) income (10,096) 4,027 Auction and Liquidation segment: Revenues - Services and fees 3,355 7,358 Revenues - Sale of goods — 6,092 Total revenues 3,355 13,450 Direct cost of services (2,335) (6,580) Cost of goods sold — (4,474) Selling, general and administrative expenses (1,820) (1,489) Segment (loss) income $ (800) $ 907 Three Months Ended March 31 , 2022 2021 Financial Consulting segment Revenues - Services and fees $ 25,936 $ 21,409 Selling, general and administrative expenses (20,943) (17,989) Depreciation and amortization (81) (98) Segment income 4,912 3,322 Principal Investments – Communications segment: Revenues - Services and fees 30,786 19,793 Revenues - Sale of goods 1,878 736 Total revenues 32,664 20,529 Direct cost of services (9,316) (4,742) Cost of goods sold (2,251) (852) Selling, general and administrative expenses (9,028) (4,870) Depreciation and amortization (3,225) (2,534) Segment income 8,844 7,531 Brands segment: Revenues - Services and fees 4,557 4,388 Trading income and fair value adjustments on loans — 83 Total revenues 4,557 4,471 Selling, general and administrative expenses (756) (676) Depreciation and amortization (583) (714) Segment income 3,218 3,081 Consolidated operating income from reportable segments $ 19,900 $ 385,176
10 10 Definition of US GAAP to Non - GAAP Financial Measures Certain of the information set forth herein, including operating revenue, adjusted EBITDA, operating adjusted EBITDA, and investment adjusted EBITDA may be considered non - GAAP financial measures . B . Riley Financial believes this information is useful to investors because it provides a basis for measuring the Company's available capital resources, the operating performance of its business and its revenues and cash flow, (i) excluding in the case of operating revenues, trading income (losses) and fair value adjustments on loans, (ii) excluding in the case of adjusted EBITDA, net interest expense, provisions for or benefit from income taxes, depreciation, amortization, fair value adjustment, restructuring costs, gain on extinguishment of loans, impairment of trade names, stock - based compensation and transaction and other expenses, (iii) excluding in the case of operating adjusted EBITDA, aforementioned adjustments for adjusted EBITDA, as well as trading income (losses) and fair value adjustments on loans, and other investment related expenses, and (iv) in the case of investment adjusted EBITDA this includes trading income (losses) and fair value adjustments on loans, net of other investment related expenses, that would normally be included in the most directly comparable measures calculated and presented in accordance with Generally Accepted Accounting Principles ("GAAP") . In addition, the Company's management uses these non - GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company's operating performance, capital resources and cash flow . Non - GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non - financial measures as reported by the Company may not be comparable to similarly titled amounts reported by other companies .