8-K
BRC Group Holdings, Inc. (RILY)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): March 16, 2023
B.
RILEY FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37503 | 27-0223495 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> of incorporation) | (Commission<br> File Number) | (IRS<br> Employer<br><br> Identification No.) |
11100Santa Monica Blvd., Suite 800
LosAngeles, CA 90025
310-966-1444
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | RILY | Nasdaq Global Market |
| Depositary Shares (each representing a 1/1000****th interest in a 6.875% Series A Cumulative Perpetual Preferred Share, par value $0.0001 per share) | RILYP | Nasdaq Global Market |
| Depositary Shares, each representing a 1/1000th fractional interest in a 7.375% share of Series B Cumulative Perpetual Preferred Stock | RILYL | Nasdaq Global Market |
| 6.50% Senior Notes due 2026 | RILYN | Nasdaq Global Market |
| 6.375% Senior Notes due 2025 | RILYM | Nasdaq Global Market |
| 6.75% Senior Notes due 2024 | RILYO | Nasdaq Global Market |
| 6.00% Senior Notes due 2028 | RILYT | Nasdaq Global Market |
| 5.50% Senior Notes due 2026 | RILYK | Nasdaq Global Market |
| 5.25% Senior Notes due 2028 | RILYZ | Nasdaq Global Market |
| 7.25% Senior Notes due 2027 | RILYG | Nasdaq Global Market |
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item2.02. Results of Operations and Financial Condition.
On March 16, 2023, B. Riley Financial, Inc. (the “Company”) issued a press release announcing the filing of its 2022 Annual Report on Form 10-K. A copy of the press release is attached hereto as Exhibit 99.1.
Item7.01. Regulation FD Disclosure.
Additionally, on March 16, 2023, in conjunction with the press release described above, the Company posted to its website at https://ir.brileyfin.com, certain supplemental financial information for the fourth quarter ended December 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.
Item9.01. Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated March 16, 2023 |
| 99.2 | Fourth Quarter 2022 Supplemental Financial Data dated March 16, 2023 |
| 104 | Cover<br> 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.
| March<br> 16, 2023 | B.<br> RILEY FINANCIAL, INC. | ||
|---|---|---|---|
| By: | /s/<br> Phillip<br> J. Ahn | ||
| Name: | Phillip<br> J. Ahn | ||
| Title: | Chief<br> Financial Officer and Chief Operating Officer |
2
Exhibit 99.1
****
B. Riley Financial Files 2022 Annual Reporton Form 10-K
LOS ANGELES, March 16, 2023 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley” or the “Company”), a diversified financial services platform, today announced the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Certain previously issued financial statements have been restated to correct the classification of dividends received and realized and unrealized gains (losses) on certain investments held by non-regulated entities from within “Revenue” to “Other Income” in the Company’s consolidated statement of operations.
This reclassification had no impact on previously issued consolidated balance sheets, net income, earnings per share (EPS), adjusted EBITDA, or operating adjusted EBITDA.
Additional information related to operating and investment metrics can be found in the revised Fourth Quarter 2022 Financial Supplement which is available on the Company’s investor relations website. Information about the Company’s use of non-GAAP financial measures is provided under “Use of Non-GAAP Financial Measures.”
These results have been recast in the corresponding tables for the periods presented.
| Year Ended | Year Ended | Year Ended | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, <br><br>2022 | December 31, <br><br>2021 | December 31, <br><br>2020 | |||||||||||||||||||||||||
| (Dollars in thousands) | As<br><br> Previously<br><br> Reported | Adjustments | As<br><br> Revised | As<br><br> Previously<br><br> Reported | Adjustments | As Restated | As<br><br> Previously<br><br> Reported | Adjustments | As<br><br> Restated | ||||||||||||||||||
| Total Revenues | $ | 915,465 | $ | 165,205 | $ | 1,080,670 | $ | 1,740,561 | $ | (185,863 | ) | $ | 1,554,698 | $ | 902,721 | $ | (68,504 | ) | $ | 834,217 | |||||||
| Total Operating Expenses | (1,011,222 | ) | — | (1,011,222 | ) | (1,040,170 | ) | — | (1,040,170 | ) | (557,956 | ) | — | (557,956 | ) | ||||||||||||
| Other (Expenses) Income | (124,693 | ) | (165,205 | ) | (289,898 | ) | (85,629 | ) | 185,863 | 100,234 | (65,308 | ) | 68,504 | 3,196 | |||||||||||||
| (Loss) Income Before Income Taxes | (220,450 | ) | — | (220,450 | ) | 614,762 | — | 614,762 | 279,457 | — | 279,457 | ||||||||||||||||
| Net (Loss) Income Available to Common Shareholders | $ | (167,837 | ) | $ | — | $ | (167,837 | ) | $ | 437,597 | $ | — | $ | 437,597 | $ | 200,438 | $ | — | $ | 200,438 | |||||||
| Diluted (Loss) Income per Common Share | $ | (5.95 | ) | $ | — | $ | (5.95 | ) | $ | 15.09 | $ | — | $ | 15.09 | $ | 7.56 | $ | — | $ | 7.56 |
| www.brileyfin.com | NASDAQ: RILY | 1 |
| --- | --- |
| Year Ended | Year Ended | Year Ended | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, <br><br>2022 | December 31, <br><br>2021 | December 31, <br><br>2020 | |||||||||||||||||||||
| (Dollars in thousands) | As<br><br> Previously<br><br> Reported | Adjustments | As <br><br>Revised | As<br><br> Previously<br><br> Reported | Adjustments | As<br><br> Restated | As<br><br> Previously<br><br> Reported | Adjustments | As<br><br> Restated | ||||||||||||||
| Operating Revenues ^(2)^ | $ | 1,319,172 | $ | (35,874 | ) | $ | 1,283,298 | $ | 1,353,885 | $ | (19,732 | ) | $ | 1,334,153 | $ | 798,703 | $ | (21,163 | ) | $ | 777,540 | ||
| Investment (Loss) Gains ^(4)^ | (403,707 | ) | 201,079 | (202,628 | ) | 386,676 | (166,131 | ) | 220,545 | 104,018 | (47,341 | ) | 56,677 | ||||||||||
| Total Revenues | $ | 915,465 | $ | 165,205 | $ | 1,080,670 | $ | 1,740,561 | $ | (185,863 | ) | $ | 1,554,698 | $ | 902,721 | $ | (68,504 | ) | $ | 834,217 | |||
| Operating Adjusted EBITDA ^(3)^ | $ | 366,458 | $ | — | $ | 366,458 | $ | 422,029 | $ | — | $ | 422,029 | $ | 311,673 | $ | — | $ | 311,673 | |||||
| Investment Adjusted EBITDA ^(5)^ | (334,176 | ) | — | (334,176 | ) | 340,465 | — | 340,465 | 95,145 | — | 95,145 | ||||||||||||
| Total Adjusted EBITDA ^(1)^ | $ | 32,282 | $ | — | $ | 32,282 | $ | 762,494 | $ | — | $ | 762,494 | $ | 406,818 | $ | — | $ | 406,818 | |||||
| Three Months Ended | Three Months Ended | ||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||
| December 31, <br><br>2022 | December 31, <br><br>2021 | ||||||||||||||||||||||
| (Dollars in thousands) | As<br><br> Previously<br><br> Reported | Adjustments | As <br><br>Revised | As<br><br> Previously<br><br> Reported | Adjustments | Restated | |||||||||||||||||
| Total Revenues | $ | 326,813 | $ | 55,279 | $ | 382,092 | $ | 422,110 | $ | (21,796 | ) | $ | 400,314 | ||||||||||
| Total Operating Expenses | (372,094 | ) | — | (372,094 | ) | (301,588 | ) | — | (301,588 | ) | |||||||||||||
| Other (Expenses) Income | (42,172 | ) | (55,279 | ) | (97,451 | ) | (29,229 | ) | 21,796 | (7,433 | ) | ||||||||||||
| (Loss) Income Before Income Taxes | (87,453 | ) | — | (87,453 | ) | 91,293 | — | 91,293 | |||||||||||||||
| Net (Loss) Income Available to Common Shareholders | $ | (59,447 | ) | $ | — | $ | (59,447 | ) | $ | 62,182 | $ | — | $ | 62,182 | |||||||||
| Diluted (Loss) Income per Common Share | $ | (2.08 | ) | $ | — | $ | (2.08 | ) | $ | 2.08 | $ | — | $ | 2.08 | |||||||||
| Three Months Ended | Three Months Ended | ||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||
| December 31, <br><br>2022 | December 31, <br><br>2021 | ||||||||||||||||||||||
| (Dollars in thousands) | As<br><br> Previously<br><br> Reported | Adjustments | As <br><br>Revised | As<br><br> Previously<br><br> Reported | Adjustments | Restated | |||||||||||||||||
| Operating Revenues ^(2)^ | $ | 450,357 | $ | (9,595 | ) | $ | 440,762 | $ | 353,252 | $ | (7,786 | ) | $ | 345,466 | |||||||||
| Investment (Loss) Gains ^(4)^ | (123,544 | ) | 64,874 | (58,670 | ) | 68,858 | (14,010 | ) | 54,848 | ||||||||||||||
| Total Revenues | $ | 326,813 | $ | 55,279 | $ | 382,092 | $ | 422,110 | $ | (21,796 | ) | $ | 400,314 | ||||||||||
| Operating Adjusted EBITDA ^(3)^ | $ | 101,807 | $ | — | $ | 101,807 | $ | 106,097 | $ | — | $ | 106,097 | |||||||||||
| Investment Adjusted EBITDA ^(5)^ | (115,847 | ) | — | (115,847 | ) | 31,928 | — | 31,928 | |||||||||||||||
| Total Adjusted EBITDA<br> ^(1)^ | $ | (14,040 | ) | $ | — | $ | (14,040 | ) | $ | 138,025 | $ | — | $ | 138,025 |
This reclassification had no impact on previously issued consolidated balance sheets, net income, earnings per share (EPS), adjusted EBITDA, or operating adjusted EBITDA.
The Company’s Annual Report on Form 10-K is available in the Investor Relations section of the Company’s website at ir.brileyfin.com under “SEC Filings,” as well as on the SEC’s website at www.sec.gov.
| www.brileyfin.com | NASDAQ: RILY | 2 |
| --- | --- |
About B. Riley Financial
B. Riley Financial is a diversified financial services platform that delivers tailored solutions to meet the strategic, operational, and capital needs of its clients and partners. B. Riley leverages cross-platform expertise to provide clients with full service, collaborative solutions at every stage of the business life cycle. Through its affiliated subsidiaries, B. Riley provides end-to-end financial services across investment banking, 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. B. Riley opportunistically invests to benefit its shareholders, and certain affiliates originate and underwrite senior secured loans for asset-rich companies. B. Riley refers to B. Riley Financial, Inc. and/or one or more of its subsidiaries or affiliates. 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. For a reconciliation of Adjusted EBITDA, Operating Revenue, Operating Adjusted EBITDA, and Investment Adjusted EBITDA to the comparable GAAP financial measures, please see the Appendix hereto.)
| (1) | Adjusted EBITDA includes earnings before interest, taxes, depreciation, amortization, restructuring charge,<br>share-based payments, gain on extinguishment of loans, impairment of tradenames, and transaction related and other costs. |
|---|---|
| (2) | Operating Revenue is defined as the sum of revenues from (i) Service and Fees, (ii) Interest Income -<br>Loans and Securities Lending and (iii) Sales of Goods. |
| --- | --- |
| (3) | Operating Adjusted EBITDA is defined as Adjusted EBITDA excluding (i) Trading Income (Loss) and Fair Value<br>Adjustments on Loans, (ii) Realized and Unrealized Gains (Losses) on Investments, and (iii) other investment related expenses. |
| --- | --- |
| (4) | Investment Gains (Loss) is defined as Trading Income (Loss) and Fair Value Adjustments on Loans. |
| --- | --- |
| (5) | Investment Adjusted EBITDA is defined as the sum of (i) Trading Income (Loss) and Fair Value Adjustments<br>on Loans and (ii) Realized and Unrealized Gains (Losses) on Investments, less other investment related expenses. |
| --- | --- |
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 (loss) 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 charge, 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 (loss) and fair value adjustments on loans, realized and unrealized gains (losses) on investments, and other investment related expenses, and (iv) in the case of investment adjusted EBITDA this includes trading income (loss) and fair value adjustments on loans and realized and unrealized gains (losses) on investments, 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.
| www.brileyfin.com | NASDAQ: RILY | 3 |
| --- | --- |
B. RILEY FINANCIAL, INC.
Consolidated Balance Sheets
(Dollars in thousands, except par value)
| 2021 | |||||
| Assets | |||||
| Assets | |||||
| Cash and cash equivalents | 268,618 | $ | 278,933 | ||
| Restricted cash | 2,308 | 927 | |||
| Due from clearing brokers | 48,737 | 29,657 | |||
| Securities and other investments owned, at fair value | 1,129,268 | 1,532,095 | |||
| Securities borrowed | 2,343,327 | 2,090,966 | |||
| Accounts receivable, net | 149,110 | 49,673 | |||
| Due from related parties | 1,081 | 2,074 | |||
| Loans receivable, at fair value (includes 98,729 and 167,744 from related parties as of December 31, 2022 and December 31, 2021, respectively) | 701,652 | 873,186 | |||
| Prepaid expenses and other assets | 460,696 | 463,502 | |||
| Operating lease right-of-use assets | 88,593 | 56,969 | |||
| Property and equipment, net | 27,141 | 12,870 | |||
| Goodwill | 512,595 | 250,568 | |||
| Other intangible assets, net | 374,098 | 207,651 | |||
| Deferred income taxes | 3,978 | 2,848 | |||
| Total assets | 6,111,202 | $ | 5,851,919 | ||
| Liabilities and Equity | |||||
| Liabilities | |||||
| Accounts payable | 81,384 | $ | 6,326 | ||
| Accrued expenses and other liabilities | 322,974 | 343,750 | |||
| Deferred revenue | 85,441 | 69,507 | |||
| Deferred income taxes | 29,548 | 93,055 | |||
| Due to related parties and partners | 2,210 | — | |||
| Due to clearing brokers | 19,307 | 69,398 | |||
| Securities sold not yet purchased | 5,897 | 28,623 | |||
| Securities loaned | 2,334,031 | 2,088,685 | |||
| Operating lease liabilities | 99,124 | 69,072 | |||
| Notes payable | 25,263 | 357 | |||
| Loan participations sold | — | — | |||
| Revolving credit facility | 127,678 | 80,000 | |||
| Term loans, net | 572,079 | 346,385 | |||
| Senior notes payable, net | 1,721,751 | 1,606,560 | |||
| Total liabilities | 5,426,687 | 4,801,718 | |||
| Commitments and contingencies | |||||
| Redeemable noncontrolling interests in equity of subsidiaries | 178,622 | 345,000 | |||
| B. Riley Financial, Inc. equity: | |||||
| Preferred stock, 0.0001 par value; 1,000,000 shares authorized; 4,545 and<br> 4,512 issued and outstanding as of December 31, 2022 and December 31, 2021, respectively; liquidation preference of 113,615 and<br> 112,790 as of December 31, 2022 and December 31, 2021, respectively. | — | — | |||
| Common stock, 0.0001 par value; 100,000,000 shares authorized; 28,523,764 and 27,591,028 issued and outstanding as of December 31, 2022 and December 31, 2021, respectively. | 3 | 3 | |||
| Additional paid-in capital | 494,201 | 413,486 | |||
| (Accumulated deficit) retained earnings | (45,220 | ) | 248,862 | ||
| Accumulated other comprehensive loss | (2,470 | ) | (1,080 | ) | |
| Total B. Riley Financial, Inc. stockholders’ equity | 446,514 | 661,271 | |||
| Noncontrolling interests | 59,379 | 43,930 | |||
| Total equity | 505,893 | 705,201 | |||
| Total liabilities and equity | 6,111,202 | $ | 5,851,919 |
All values are in US Dollars.
| www.brileyfin.com | NASDAQ: RILY | 4 |
| --- | --- |
B. RILEY FINANCIAL, INC.
Consolidated Statements of Operations
(Dollars in thousands, except share data)
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||
| As Revised | As Restated | As Restated | |||||||
| Revenues: | |||||||||
| Services and fees | $ | 895,623 | $ | 1,153,225 | $ | 645,906 | |||
| Trading (loss) income and fair value adjustments on loans | (202,628 | ) | 220,545 | 56,677 | |||||
| Interest income - Loans and securities lending | 245,400 | 122,723 | 102,499 | ||||||
| Sale of goods | 142,275 | 58,205 | 29,135 | ||||||
| Total revenues | 1,080,670 | 1,554,698 | 834,217 | ||||||
| Operating expenses: | |||||||||
| Direct cost of services | 142,455 | 54,390 | 60,451 | ||||||
| Cost of goods sold | 78,647 | 26,953 | 12,460 | ||||||
| Selling, general and administrative expenses | 714,614 | 906,196 | 428,537 | ||||||
| Restructuring charge | 9,011 | — | 1,557 | ||||||
| Impairment of tradenames | — | — | 12,500 | ||||||
| Interest expense - Securities lending and loan participations sold | 66,495 | 52,631 | 42,451 | ||||||
| Total operating expenses | 1,011,222 | 1,040,170 | 557,956 | ||||||
| Operating income | 69,448 | 514,528 | 276,261 | ||||||
| Other income (expense): | |||||||||
| Interest income | 2,735 | 229 | 564 | ||||||
| Dividend income | 35,874 | 19,732 | 21,163 | ||||||
| Realized and unrealized (losses) gains on investments | (201,079 | ) | 166,131 | 47,341 | |||||
| Change in fair value of financial instruments and other | 10,188 | 3,796 | — | ||||||
| Income from equity method investments | 3,570 | 2,801 | (623 | ) | |||||
| Interest expense | (141,186 | ) | (92,455 | ) | (65,249 | ) | |||
| (Loss) income before income taxes | (220,450 | ) | 614,762 | 279,457 | |||||
| Benefit from (provision for) income taxes | 63,856 | (163,960 | ) | (75,440 | ) | ||||
| Net (loss) income | (156,594 | ) | 450,802 | 204,017 | |||||
| Net (loss) income attributable to<br> noncontrolling interests and redeemable noncontrolling interests | 3,235 | 5,748 | (1,131 | ) | |||||
| Net (loss) income attributable to B. Riley Financial, Inc. | (159,829 | ) | 445,054 | 205,148 | |||||
| Preferred stock dividends | 8,008 | 7,457 | 4,710 | ||||||
| Net (loss) income available to common shareholders | $ | (167,837 | ) | $ | 437,597 | $ | 200,438 | ||
| Basic (loss) income per common share | $ | (5.95 | ) | $ | 15.99 | $ | 7.83 | ||
| Diluted (loss) income per common share | $ | (5.95 | ) | $ | 15.09 | $ | 7.56 | ||
| Weighted average basic common shares outstanding | 28,188,530 | 27,366,292 | 25,607,278 | ||||||
| Weighted average diluted common shares outstanding | 28,188,530 | 29,005,602 | 26,508,397 |
| www.brileyfin.com | NASDAQ: RILY | 5 |
| --- | --- |
B. RILEY FINANCIAL, INC.
Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except share data)
| Year<br> Ended December 31, | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||||||||||||||||||
| As Previously<br> Reported | Adjustments | As Revised | As Previously<br> Reported | Adjustments | As Restated | As Previously<br> Reported | Adjustments | As Restated | |||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||
| Services and fees | $ | 931,497 | $ | (35,874 | ) | $ | 895,623 | $ | 1,172,957 | $ | (19,732 | ) | $ | 1,153,225 | $ | 667,069 | $ | (21,163 | ) | $ | 645,906 | ||||||
| Trading (loss) income and<br> fair value adjustments on loans | (403,707 | ) | 201,079 | (202,628 | ) | 386,676 | (166,131 | ) | 220,545 | 104,018 | (47,341 | ) | 56,677 | ||||||||||||||
| Interest income - Loans and<br> securities lending | 245,400 | — | 245,400 | 122,723 | — | 122,723 | 102,499 | — | 102,499 | ||||||||||||||||||
| Sale of goods | 142,275 | — | 142,275 | 58,205 | — | 58,205 | 29,135 | — | 29,135 | ||||||||||||||||||
| Total<br> revenues | 915,465 | 165,205 | 1,080,670 | 1,740,561 | (185,863 | ) | 1,554,698 | 902,721 | (68,504 | ) | 834,217 | ||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||
| Direct cost of services | 142,455 | — | 142,455 | 54,390 | — | 54,390 | 60,451 | — | 60,451 | ||||||||||||||||||
| Cost of goods sold | 78,647 | — | 78,647 | 26,953 | — | 26,953 | 12,460 | — | 12,460 | ||||||||||||||||||
| Selling, general and administrative<br> expenses | 714,614 | — | 714,614 | 906,196 | — | 906,196 | 428,537 | — | 428,537 | ||||||||||||||||||
| Restructuring charge | 9,011 | — | 9,011 | — | — | — | 1,557 | — | 1,557 | ||||||||||||||||||
| Impairment of tradenames | — | — | — | — | — | — | 12,500 | — | 12,500 | ||||||||||||||||||
| Interest<br> expense - Securities lending and loan participations sold | 66,495 | — | 66,495 | 52,631 | — | 52,631 | 42,451 | — | 42,451 | ||||||||||||||||||
| Total<br> operating expenses | 1,011,222 | — | 1,011,222 | 1,040,170 | — | 1,040,170 | 557,956 | — | 557,956 | ||||||||||||||||||
| Operating (loss) income | (95,757 | ) | 165,205 | 69,448 | 700,391 | (185,863 | ) | 514,528 | 344,765 | (68,504 | ) | 276,261 | |||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||
| Interest income | 2,735 | — | 2,735 | 229 | — | 229 | 564 | — | 564 | ||||||||||||||||||
| Dividend income | — | 35,874 | 35,874 | — | 19,732 | 19,732 | — | 21,163 | 21,163 | ||||||||||||||||||
| Realized and unrealized (losses)<br> gains on investments | — | (201,079 | ) | (201,079 | ) | — | 166,131 | 166,131 | — | 47,341 | 47,341 | ||||||||||||||||
| Change in fair value of financial<br> instruments and other | 10,188 | — | 10,188 | 3,796 | — | 3,796 | — | — | — | ||||||||||||||||||
| Income from equity method<br> investments | 3,570 | — | 3,570 | 2,801 | — | 2,801 | (623 | ) | — | (623 | ) | ||||||||||||||||
| Interest<br> expense | (141,186 | ) | — | (141,186 | ) | (92,455 | ) | — | (92,455 | ) | (65,249 | ) | — | (65,249 | ) | ||||||||||||
| (Loss) income before income<br> taxes | (220,450 | ) | — | (220,450 | ) | 614,762 | — | 614,762 | 279,457 | — | 279,457 | ||||||||||||||||
| Benefit<br> from (provision for) income taxes | 63,856 | — | 63,856 | (163,960 | ) | — | (163,960 | ) | (75,440 | ) | — | (75,440 | ) | ||||||||||||||
| Net (loss) income | (156,594 | ) | — | (156,594 | ) | 450,802 | — | 450,802 | 204,017 | — | 204,017 | ||||||||||||||||
| Net<br> income attributable to noncontrolling interests<br> and redeemable noncontrolling interests | 3,235 | — | 3,235 | 5,748 | — | 5,748 | (1,131 | ) | — | (1,131 | ) | ||||||||||||||||
| Net (loss) income attributable<br> to B. Riley Financial, Inc. | (159,829 | ) | — | (159,829 | ) | 445,054 | — | 445,054 | 205,148 | — | 205,148 | ||||||||||||||||
| Preferred<br> stock dividends | 8,008 | — | 8,008 | 7,457 | — | 7,457 | 4,710 | — | 4,710 | ||||||||||||||||||
| Net (loss)<br> income available to common shareholders | $ | (167,837 | ) | $ | — | $ | (167,837 | ) | $ | 437,597 | $ | — | $ | 437,597 | $ | 200,438 | — | $ | 200,438 | ||||||||
| Basic (loss) income per common<br> share | $ | (5.95 | ) | $ | (5.95 | ) | $ | 15.99 | $ | 15.99 | $ | 7.83 | $ | 7.83 | |||||||||||||
| Diluted (loss) income per<br> common share | $ | (5.95 | ) | $ | (5.95 | ) | $ | 15.09 | $ | 15.09 | $ | 7.56 | $ | 7.56 | |||||||||||||
| Weighted average basic common shares outstanding | 28,188,530 | 28,188,530 | 27,366,292 | 27,366,292 | 25,607,278 | 25,607,278 | |||||||||||||||||||||
| Weighted average diluted common shares outstanding | 28,188,530 | 28,188,530 | 29,005,602 | 29,005,602 | 26,508,397 | 26,508,397 |
| www.brileyfin.com | NASDAQ: RILY | 6 |
| --- | --- |
B. RILEY FINANCIAL, INC.
Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except share data)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2022 | 2021 | |||||
| As Revised | As Restated | |||||
| Revenues: | ||||||
| Services and fees | $ | 243,837 | $ | 308,062 | ||
| Trading (loss) income and fair value adjustments on loans | (58,670 | ) | 54,848 | |||
| Interest income - Loans and securities lending | 62,545 | 33,443 | ||||
| Sale of goods | 134,380 | 3,961 | ||||
| Total revenues | 382,092 | 400,314 | ||||
| Operating expenses: | ||||||
| Direct cost of services | 68,496 | 12,955 | ||||
| Cost of goods sold | 71,313 | 5,559 | ||||
| Selling, general and administrative expenses | 208,552 | 270,712 | ||||
| Restructuring charge | 995 | — | ||||
| Interest expense - Securities lending and loan participations sold | 22,738 | 12,362 | ||||
| Total operating expenses | 372,094 | 301,588 | ||||
| Operating income | 9,998 | 98,726 | ||||
| Other income (expense): | ||||||
| Interest income | 1,482 | 54 | ||||
| Dividend income | 9,595 | 7,786 | ||||
| Realized and unrealized (losses) gains on investments | (64,874 | ) | 14,010 | |||
| Change in fair value of financial instruments and other | 460 | (4,471 | ) | |||
| Income from equity method investments | 285 | 1,629 | ||||
| Interest expense | (44,399 | ) | (26,441 | ) | ||
| (Loss) income before income taxes | (87,453 | ) | 91,293 | |||
| Benefit from (provision for) income taxes | 23,998 | (23,847 | ) | |||
| Net (loss) income | (63,455 | ) | 67,446 | |||
| Net (loss) income attributable to noncontrolling interests and redeemable<br> noncontrolling interests | (6,010 | ) | 3,274 | |||
| Net (loss) income attributable to B. Riley Financial, Inc. | (57,445 | ) | 64,172 | |||
| Preferred stock dividends | 2,002 | 1,990 | ||||
| Net (loss) income available to common shareholders | $ | (59,447 | ) | $ | 62,182 | |
| Basic (loss) income per common share | $ | (2.08 | ) | $ | 2.26 | |
| Diluted (loss) income per common share | $ | (2.08 | ) | $ | 2.08 | |
| Weighted average basic common shares outstanding | 28,545,714 | 27,569,188 | ||||
| Weighted average diluted common shares outstanding | 28,545,714 | 29,840,704 |
| www.brileyfin.com | NASDAQ: RILY | 7 |
| --- | --- |
B. RILEY FINANCIAL, INC.
Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except share data)
| Three Months Ended December 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||||||||
| As Previously Reported | Adjustments | As Revised | As Previously Reported | Adjustments | As Restated | |||||||||||||
| Revenues: | ||||||||||||||||||
| Services and fees | $ | 253,432 | $ | (9,595 | ) | $ | 243,837 | $ | 315,848 | $ | (7,786 | ) | $ | 308,062 | ||||
| Trading (loss) income and fair value adjustments on loans | (123,544 | ) | 64,874 | (58,670 | ) | 68,858 | (14,010 | ) | 54,848 | |||||||||
| Interest income - Loans and securities lending | 62,545 | — | 62,545 | 33,443 | — | 33,443 | ||||||||||||
| Sale of goods | 134,380 | — | 134,380 | 3,961 | — | 3,961 | ||||||||||||
| Total revenues | 326,813 | 55,279 | 382,092 | 422,110 | (21,796 | ) | 400,314 | |||||||||||
| Operating expenses: | ||||||||||||||||||
| Direct cost of services | 68,496 | — | 68,496 | 12,955 | — | 12,955 | ||||||||||||
| Cost of goods sold | 71,313 | — | 71,313 | 5,559 | — | 5,559 | ||||||||||||
| Selling, general and administrative expenses | 208,552 | — | 208,552 | 270,712 | — | 270,712 | ||||||||||||
| Restructuring charge | 995 | — | 995 | — | — | — | ||||||||||||
| Interest expense - Securities lending and loan participations sold | 22,738 | — | 22,738 | 12,362 | — | 12,362 | ||||||||||||
| Total operating expenses | 372,094 | — | 372,094 | 301,588 | — | 301,588 | ||||||||||||
| Operating (loss) income | (45,281 | ) | 55,279 | 9,998 | 120,522 | (21,796 | ) | 98,726 | ||||||||||
| Other income (expense): | ||||||||||||||||||
| Interest income | 1,482 | — | 1,482 | 54 | — | 54 | ||||||||||||
| Dividend income | — | 9,595 | 9,595 | — | 7,786 | 7,786 | ||||||||||||
| Realized and unrealized (losses) gains on investments | — | (64,874 | ) | (64,874 | ) | — | 14,010 | 14,010 | ||||||||||
| Change in fair value of financial instruments and other | 460 | — | 460 | (4,471 | ) | — | (4,471 | ) | ||||||||||
| Income from equity method investments | 285 | — | 285 | 1,629 | — | 1,629 | ||||||||||||
| Interest expense | (44,399 | ) | — | (44,399 | ) | (26,441 | ) | — | (26,441 | ) | ||||||||
| (Loss) income before income taxes | (87,453 | ) | — | (87,453 | ) | 91,293 | — | 91,293 | ||||||||||
| Benefit from (provision for) income taxes | 23,998 | — | 23,998 | (23,847 | ) | — | (23,847 | ) | ||||||||||
| Net (loss) income | (63,455 | ) | — | (63,455 | ) | 67,446 | — | 67,446 | ||||||||||
| Net (loss) income attributable to noncontrolling interests<br> and redeemable noncontrolling interests | (6,010 | ) | — | (6,010 | ) | 3,274 | — | 3,274 | ||||||||||
| Net (loss) income attributable to B. Riley Financial, Inc. | (57,445 | ) | — | (57,445 | ) | 64,172 | — | 64,172 | ||||||||||
| Preferred stock dividends | 2,002 | — | 2,002 | 1,990 | — | 1,990 | ||||||||||||
| Net (loss) income available to common shareholders | $ | (59,447 | ) | $ | — | $ | (59,447 | ) | $ | 62,182 | $ | — | $ | 62,182 | ||||
| Basic (loss) income per common share | $ | (2.08 | ) | $ | (2.08 | ) | $ | 2.26 | $ | 2.26 | ||||||||
| Diluted (loss) income per common share | $ | (2.08 | ) | $ | (2.08 | ) | $ | 2.08 | $ | 2.08 | ||||||||
| Weighted average basic common shares outstanding | 28,545,714 | 28,545,714 | 27,569,188 | 27,569,188 | ||||||||||||||
| Weighted average diluted common shares outstanding | 28,545,714 | 28,545,714 | 29,840,704 | 29,840,704 |
| www.brileyfin.com | NASDAQ: RILY | 8 |
| --- | --- |
B. RILEY FINANCIAL, INC.
Adjusted EBITDA and Operating Adjusted EBITDAReconciliation
(Unaudited)
(Dollars in thousands)
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||
| Net (loss) income attributable to B. Riley Financial, Inc. | $ | (159,829 | ) | $ | 445,054 | $ | 205,148 | ||
| Adjustments: | |||||||||
| (Benefit from) provision for income taxes | (63,856 | ) | 163,960 | 75,440 | |||||
| Interest expense | 141,186 | 92,455 | 65,249 | ||||||
| Interest income | (2,735 | ) | (229 | ) | (564 | ) | |||
| Share based payments | 61,140 | 36,011 | 18,588 | ||||||
| Depreciation and amortization | 39,969 | 25,871 | 19,369 | ||||||
| Restructuring charge | 9,011 | — | 1,557 | ||||||
| Gain on extinguishment of loans | (1,102 | ) | (6,509 | ) | — | ||||
| Impairment of tradenames | — | — | 12,500 | ||||||
| Transactions related costs and other | 8,498 | 5,881 | 9,531 | ||||||
| Total EBITDA Adjustments | 192,111 | 317,440 | 201,670 | ||||||
| Adjusted EBITDA | $ | 32,282 | $ | 762,494 | $ | 406,818 | |||
| Operating EBITDA Adjustments: | |||||||||
| Trading loss (income) and fair value adjustments on loans | 202,628 | (220,545 | ) | (56,677 | ) | ||||
| Realized and unrealized losses (gains) on investments | 201,079 | (166,131 | ) | (47,341 | ) | ||||
| Other investment related expenses | (69,531 | ) | 46,211 | 8,873 | |||||
| Total Operating EBITDA Adjustments | 334,176 | (340,465 | ) | (95,145 | ) | ||||
| Operating Adjusted EBITDA | $ | 366,458 | $ | 422,029 | $ | 311,673 |
| www.brileyfin.com | NASDAQ: RILY | 9 |
| --- | --- |
B. RILEY FINANCIAL, INC.
Adjusted EBITDA and Operating Adjusted EBITDAReconciliation
(Unaudited)
(Dollars in thousands)
| **** | Three Months Ended December 31, | **** | ||||
|---|---|---|---|---|---|---|
| **** | 2022 | **** | 2021 | **** | ||
| Net (loss) income attributable to B. Riley Financial, Inc. | $ | (57,445 | ) | $ | 64,172 | |
| Adjustments: | ||||||
| (Benefit from) provision for income taxes | (23,998 | ) | 23,847 | |||
| Interest expense | 44,399 | 26,441 | ||||
| Interest income | (1,482 | ) | (54 | ) | ||
| Share based payments | 15,312 | 12,503 | ||||
| Depreciation and amortization | 13,443 | 6,805 | ||||
| Restructuring charge | 995 | — | ||||
| Gain on extinguishment of loans | — | — | ||||
| Transactions related costs and other | (5,264 | ) | 4,311 | |||
| Total EBITDA Adjustments | 43,405 | 73,853 | ||||
| Adjusted EBITDA | $ | (14,040 | ) | $ | 138,025 | |
| Operating EBITDA Adjustments: | ||||||
| Trading loss (income) and fair value adjustments on loans | 58,670 | (54,848 | ) | |||
| Realized and unrealized losses (gains) on investments | 64,874 | (14,010 | ) | |||
| Other investment related expenses | (7,697 | ) | 36,930 | |||
| Total Operating EBITDA Adjustments | 115,847 | (31,928 | ) | |||
| Operating Adjusted EBITDA | $ | 101,807 | $ | 106,097 |
# # #
| Contacts | ||
|---|---|---|
| Investors | Media | |
| Mike Frank | Jo Anne McCusker | |
| ir@brileyfin.com | press@brileyfin.com | |
| (212) 409-2424 | (646) 885-5425 | |
| Source: B. Riley Financial, Inc. | ||
| www.brileyfin.com | NASDAQ: RILY | 10 |
| --- | --- |
Exhibit 99.2
1 NASDAQ: RILY Fourth Quarter 2022 Supplemental Financial Data March 16, 2023
Reconciliation of U.S. GAAP to Non - GAAP Measures 2 (Unaudited, dollars in thousands) Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Adj. EBITDA and Operating Adj. EBITDA Reconciliation Net income (loss) attributable to B. Riley Financial, Inc. $ 64,172 $ (10,062) $ (140,159) $ 47,837 $ (57,445) EBITDA Adjustments: Provision for (benefit from) income taxes 23,847 (3,695) (52,513) 16,350 (23,998) Interest expense 26,441 30,436 31,764 34,587 44,399 Interest income (54) (67) (500) (686) (1,482) Share based payments 12,503 17,013 14,202 14,613 15,312 Depreciation and amortization 6,805 7,848 7,961 10,717 13,443 Restructuring charge — — — 8,016 995 Gain on extinguishment of loans — (1,102) — — — Transactions related costs and other 4,311 291 3,468 10,003 (5,264) Total EBITDA Adjustments 73,853 50,724 4,382 93,600 43,405 Adjusted EBITDA $ 138,025 $ 40,662 $ (135,777) $ 141,437 $ (14,040) Operating EBITDA Adjustments: Trading (income) loss and fair value adjustments on loans (54,848) 19,278 117,763 6,917 58,670 Realized and unrealized (gains) losses on investments (14,010) 49,112 106,164 (19,071) 64,874 Other investment related expenses 36,930 (24,865) (13,930) (23,039) (7,697) Total Operating EBITDA Adjustments (31,928) 43,525 209,997 (35,193) 115,847 Operating Adjusted EBITDA $ 106,097 $ 84,187 $ 74,220 $ 106,244 $ 101,807
Quarterly Operating Revenue and Operating Adjusted EBITDA Operating Revenue and Operating Adjusted EBITDA (1)(3)(5)(6) (Dollars in thousands) Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Operating Revenue (1) $ 345,466 $ 266,118 $ 257,384 $ 319,034 $ 440,762 Investment Gains (Loss) (2) 54,848 (19,278) (117,763) (6,917) (58,670) Total Revenue $ 400,314 $ 246,840 $ 139,621 $ 312,117 $ 382,092 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Operating Adjusted EBITDA (3) $ 106,097 $ 84,187 $ 74,220 $ 106,244 $ 101,807 Investment Adjusted EBITDA (4) 31,928 (43,525) (209,997) 35,193 (115,847) Adjusted EBITDA (5)(6) $ 138,025 $ 40,662 $ (135,777) $ 141,437 $ (14,040) Quarterly Revenue and Adjusted EBITDA 1. 2. 3. 4. 5. 6. Operating Revenue is defined as the sum of revenues from (i) Service and Fees, (ii) Interest Income - Loans and Securities Lending and (iii) Sales of Goods. Investment Gains (Loss) is defined as Trading Income (Loss) and Fair Value Adjustments on Loans. Operating Adjusted EBITDA is defined as Adjusted EBITDA excluding (i) Trading Income (Loss) and Fair Value Adjustments on Loans, (ii) Realized and Unrealized Gains (Losses) on Investments, and (iii) other investment related expenses. Investment Adjusted EBITDA is defined as the sum of (i) Trading Income (Loss) and Fair Value Adjustments on Loans and (ii) Realized and Unrealized Gains (Losses) on Investments, less other investment related expenses. Adjusted EBITDA includes earnings before interest, taxes, depreciation, amortization, restructuring charge, share - based payments, gain on extinguishment of loans, impairment of tradenames, and transaction related and other costs. For a reconciliation to GAAP financial measures, please see slide 2. $345.5M $266.1M $257.4M $319.0M $440.8M $106.1M $84.2M $74.2M $106.2M $101.8M Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Operating Revenue Operating Adj. EBITDA 3
Cash and Investments Summary 4 (Dollars in thousands) Dec 31, 2021 Mar 31, 2022 Jun 30, 2022 Sep 30, 2022 Dec 31, 2022 Cash and Cash Equivalents $ 278,933 $ 213,584 $ 216,098 $ 231,805 $ 268,618 Restricted Cash 927 928 928 1,578 2,308 Due from/(to) Clearing Brokers, net (39,741) 40,350 25,902 49,530 29,430 Advances Against Customer Contracts 200 200 200 200 200 Securities and Other Investments Owned Equity Securities 1,444,474 1,228,690 1,055,379 1,140,728 1,046,710 Corporate Bonds 7,632 10,508 8,231 6,761 8,539 Other Fixed Income Securities 2,606 3,681 2,321 8,649 3,956 Partnership Interests and Other 77,383 74,222 78,965 82,475 70,063 Securities Sold Not Yet Purchased (28,623) (7,498) (5,403) (17,751) (5,897) Loans Receivable, net of Loan Participations Sold 873,186 882,391 770,840 814,715 701,652 Other investments and deposits (1) 40,187 49,391 49,156 45,947 53,844 Noncontrolling interest (2) (17,785) (17,135) (25,317) (32,038) (31,349) Total Cash, Net Securities, and Other $ 2,639,379 $ 2,479,312 $ 2,177,300 $ 2,332,599 $ 2,148,074 Debt Summary (Dollars in thousands) Dec 31, 2021 Mar 31, 2022 Jun 30, 2022 Sep 30, 2022 Dec 31, 2022 Term Loans, net $ 346,385 $ 342,851 $ 367,815 $ 558,035 $ 572,079 Revolving Credit Facility 80,000 80,000 80,000 74,700 127,678 Notes Payable 357 22,891 23,186 25,075 25,263 Senior Notes Payable, net 1,606,560 1,627,649 1,644,778 1,661,191 1,721,751 Total Debt 2,033,302 2,073,391 2,115,779 2,319,001 2,446,771 Total Cash and Investments, Net of Debt $ 606,077 $ 405,921 $ 61,521 $ 13,598 $ (298,697) 1. 2. Other investments and investment related deposits reported in prepaid and other assets. Noncontrolling interest related to investments reported in Securities and Other Investments Owned.
Loans Receivable 32.1% Public Equity 31.7% 5 Private Equity 18.1% Cash and Restricted Cash 12.4% Partnership Interests and Other 3.8% Due from/(to) Clearing Brokers, net 1.3% Corporate Bonds and Fixed Income Securities 0.6% Composition of Cash and Investments Percentage by Asset Type – December 31, 2022 ( Dollars in thousands) Gross Value % of Total Cash and Restricted Cash $ 270,926 12.4% Due from/(to) Clearing Brokers, net 29,430 1.3% Public Equity (1)(2) 692,506 31.7% Private Equity (1) 394,616 18.1% Loans Receivable 701,652 32.1% Corporate Bonds and Fixed Income Securities 12,495 0.6% Partnership Interests and Other (1) 83,695 3.8% Total $ 2,185,320 100.0% 1. 2. Includes investments reported in prepaid and other assets. Includes $51 million equity positions held by B. Riley in managed account with gains and losses for client benefit
Condensed Consolidated Balance Sheets 6 (Dollars in thousands) December 31, 2022 December 31, 2021 Cash and cash equivalents $ 268,618 $ 278,933 Restricted cash 2,308 927 Due from clearing brokers 48,737 29,657 Securities and other investments owned, at fair value 1,129,268 1,532,095 Securities borrowed 2,343,327 2,090,966 Accounts receivable, net 149,110 49,673 Due from related parties 1,081 2,074 Loans receivable, at fair value 701,652 873,186 Prepaid expenses and other assets 460,696 463,502 Operating lease right - of - use assets 88,593 56,969 Property and equipment, net 27,141 12,870 Goodwill 512,595 250,568 Other intangible assets, net 374,098 207,651 Deferred income taxes 3,978 2,848 Total assets $ 6,111,202 $ 5,851,919 Accounts payable $ 81,384 $ 6,326 Accrued expenses and other liabilities 322,974 343,750 Deferred revenue 85,441 69,507 Deferred income taxes 29,548 93,055 Due to related parties and partners 2,210 — Due to clearing brokers 19,307 69,398 Securities sold not yet purchased 5,897 28,623 Securities loaned 2,334,031 2,088,685 Operating lease liabilities 99,124 69,072 Notes payable 25,263 357 Revolving credit facility 127,678 80,000 Term loans, net 572,079 346,385 Senior notes payable, net 1,721,751 1,606,560 Total liabilities $ 5,426,687 $ 4,801,718 Redeemable noncontrolling interests in equity of subsidiaries 178,622 345,000 Total B. Riley Financial, Inc. stockholders' equity 446,514 661,271 Noncontrolling interests 59,379 43,930 Total equity 505,893 705,201 Total liabilities and equity $ 6,111,202 $ 5,851,919
Consolidated Statements of Operations 7 (Dollars in thousands, except share data) Three Months Ended Year Ended December 31, December 31, 2022 2021 2022 2021 As Revised As Restated As Revised As Restated (Unaudited) (Unaudited) Revenues: Services and fees $ 243,837 $ 308,062 $ 895,623 $ 1,153,225 Trading (loss) income and fair value adjustments on loans (58,670) 54,848 (202,628) 220,545 Interest income - Loans and securities lending 62,545 33,443 245,400 122,723 Sale of goods 134,380 3,961 142,275 58,205 Total revenues 382,092 400,314 1,080,670 1,554,698 Operating expenses: Direct cost of services 68,496 12,955 142,455 54,390 Cost of goods sold 71,313 5,559 78,647 26,953 Selling, general and administrative expenses 208,552 270,712 714,614 906,196 Restructuring charge 995 — 9,011 — Interest expense - Securities lending and loan participations sold 22,738 12,362 66,495 52,631 Total operating expenses 372,094 301,588 1,011,222 1,040,170 Operating income 9,998 98,726 69,448 514,528 Other income (expense): Interest income 1,482 54 2,735 229 Dividend income 9,595 7,786 35,874 19,732 Realized and unrealized (losses) gains on investments (64,874) 14,010 (201,079) 166,131 Change in fair value of financial instruments and other 460 (4,471) 10,188 3,796 Income from equity method investments 285 1,629 3,570 2,801 Interest expense (44,399) (26,441) (141,186) (92,455) (Loss) income before income taxes (87,453) 91,293 (220,450) 614,762 Benefit from (provision for) income taxes 23,998 (23,847) 63,856 (163,960) Net (loss) income (63,455) 67,446 (156,594) 450,802 Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests (6,010) 3,274 3,235 5,748 Net (loss) income attributable to B. Riley Financial, Inc. $ (57,445) $ 64,172 $ (159,829) $ 445,054 Preferred stock dividends 2,002 1,990 8,008 7,457 Net (loss) income available to common shareholders $ (59,447) $ 62,182 $ (167,837) $ 437,597 Basic (loss) income per common share $ (2.08) $ 2.26 $ (5.95) $ 15.99 Diluted (loss) income per common share $ (2.08) $ 2.08 $ (5.95) $ 15.09 Weighted average basic common shares outstanding 28,545,714 27,569,188 28,188,530 27,366,292 Weighted average diluted common shares outstanding 28,545,714 29,840,704 28,188,530 29,005,602
Consolidated Statements of Operations Year Ended Year Ended (Dollars in thousands, except share data) December 31, 2022 December 31, 2021 As Reported Adjustments As Revised As Reported Adjustments As Restated Revenues: Services and fees $ 931,497 $ (35,874) $ 895,623 $ 1,172,957 $ (19,732) $ 1,153,225 Trading (loss) income and fair value adjustments on loans (403,707) 201,079 (202,628) 386,676 (166,131) 220,545 Interest income - Loans and securities lending 245,400 — 245,400 122,723 — 122,723 Sale of goods 142,275 — 142,275 58,205 — 58,205 Total revenues 915,465 165,205 1,080,670 1,740,561 (185,863) 1,554,698 Operating expenses: Direct cost of services 142,455 — 142,455 54,390 — 54,390 Cost of goods sold 78,647 — 78,647 26,953 — 26,953 Selling, general and administrative expenses 714,614 — 714,614 906,196 — 906,196 Restructuring charge 9,011 — 9,011 — — — Interest expense - Securities lending and loan participations sold 66,495 — 66,495 52,631 — 52,631 Total operating expenses 1,011,222 — 1,011,222 1,040,170 — 1,040,170 Operating (loss) income (95,757) 165,205 69,448 700,391 (185,863) 514,528 Other income (expense): Interest income 2,735 — 2,735 229 — 229 Dividend income — 35,874 35,874 — 19,732 19,732 Realized and unrealized (losses) gains on investments — (201,079) (201,079) — 166,131 166,131 Change in fair value of financial instruments and other 10,188 — 10,188 3,796 — 3,796 Income from equity method investments 3,570 — 3,570 2,801 — 2,801 Interest expense (141,186) — (141,186) (92,455) — (92,455) (Loss) income before income taxes (220,450) — (220,450) 614,762 — 614,762 Benefit from (provision for) income taxes 63,856 — 63,856 (163,960) — (163,960) Net (loss) income (156,594) — (156,594) 450,802 — 450,802 Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests 3,235 — 3,235 5,748 — 5,748 Net (loss) income attributable to B. Riley Financial, Inc. $ (159,829) $ — $ (159,829) $ 445,054 $ — $ 445,054 Preferred stock dividends 8,008 — 8,008 7,457 — 7,457 Net (loss) income available to common shareholders $ (167,837) $ — $ (167,837) $ 437,597 $ — $ 437,597 Basic (loss) income per common share $ (5.95) $ (5.95) $ 15.99 $ 15.99 Diluted (loss) income per common share $ (5.95) $ (5.95) $ 15.09 $ 15.09 Weighted average basic common shares outstanding 28,188,530 28,188,530 27,366,292 27,366,292 Weighted average diluted common shares outstanding 28,188,530 28,188,530 29,005,602 29,005,602 8
Consolidated Statements of Operations 9 Three Months Ended December 31, 2022 As Reported Adjustments As Revised Three Months Ended December 31, 2021 As Reported Adjustments As Restated (Dollars in thousands, except share data) (Unaudited) Revenues: Services and fees $ 253,432 $ (9,595) $ 243,837 $ 315,848 $ (7,786) $ 308,062 Trading (loss) income and fair value adjustments on loans (123,544) 64,874 (58,670) 68,858 (14,010) 54,848 Interest income - Loans and securities lending 62,545 — 62,545 33,443 — 33,443 134,380 — 134,380 326,813 55,279 382,092 3,961 — 3,961 422,110 (21,796) 400,314 Sale of goods Total revenues Operating expenses: Direct cost of services 68,496 — 68,496 12,955 — 12,955 Cost of goods sold 71,313 — 71,313 5,559 — 5,559 Selling, general and administrative expenses 208,552 — 208,552 270,712 — 270,712 Restructuring charge 995 — 995 — — — Interest expense - Securities lending and loan participations sold Total operating expenses Operating (loss) income Other income (expense): 22,738 — 22,738 372,094 — 372,094 (45,281) 55,279 9,998 12,362 — 12,362 301,588 — 301,588 120,522 (21,796) 98,726 Interest income 1,482 — 1,482 54 — 54 Dividend income — 9,595 9,595 — 7,786 7,786 Realized and unrealized (losses) gains on investments — (64,874) (64,874) — 14,010 14,010 Change in fair value of financial instruments and other 460 — 460 (4,471) — (4,471) Income from equity method investments 285 — 285 1,629 — 1,629 (44,399) — (44,399) (87,453) — (87,453) (26,441) — (26,441) 91,293 — 91,293 Interest expense (Loss) income before income taxes Benefit from (provision for) income taxes Net (loss) income Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests Net (loss) income attributable to B. Riley Financial, Inc. Preferred stock dividends Net (loss) income available to common shareholders 23,998 — 23,998 (63,455) — (63,455) (6,010) — (6,010) $ (57,445) $ — $ (57,445) 2,002 — 2,002 $ (59,447) $ — $ (59,447) (23,847) — (23,847) 67,446 — 67,446 3,274 — 3,274 $ 64,172 $ — $ 64,172 1,990 — 1,990 $ 62,182 $ — $ 62,182 Basic (loss) income per common share $ (2.08) $ (2.08) $ 2.26 $ 2.26 Diluted (loss) income per common share $ (2.08) $ (2.08) $ 2.08 $ 2.08 Weighted average basic common shares outstanding 28,545,714 28,545,714 27,569,188 27,569,188 Weighted average diluted common shares outstanding 28,545,714 28,545,714 29,840,704 29,840,704
Segment Financial Information 10 (Dollars in thousands) Year Ended December 31, 2022 2021 As Revised As Restated Capital Markets segment: Revenues - Services and fees $ 292,933 $ 555,585 Trading (loss) income and fair value adjustments on loans (206,150) 212,922 Interest income - Loans and securities lending 240,813 122,723 Total revenues 327,596 891,230 Selling, general and administrative expenses (171,006) (345,455) Interest expense - Securities lending and loan participations sold (66,495) (52,631) Depreciation and amortization (8,493) (2,136) Segment income 81,602 491,008 Wealth Management segment: Revenues - Services and fees 230,735 374,361 Trading income and fair value adjustments on loans 3,522 7,623 Total revenues 234,257 381,984 Selling, general and administrative expenses (258,134) (357,130) Restructuring charge (4,955) — Depreciation and amortization (5,488) (8,920) Segment (loss) income ( 34,320 ) 15,934 Auction and Liquidation segment: Revenues - Services and fees 12,581 20,169 Revenues - Sale of goods 56,928 53,348 Interest income - Loans and securities lending 4,587 — Total revenues 74,096 73,517 Direct cost of services (23,920) (30,719) Cost of goods sold (17,893) (20,675) Selling, general and administrative expenses (19,683) (14,069) Segment income $ 12,600 $ 8,054 Year Ended December 31, 2022 2021 As Revised As Restated Financial Consulting segment: Revenues - Services and fees $ 98,508 $ 94,312 Selling, general and administrative expenses (81,891) (77,062) Depreciation and amortization (305) (356) Segment income 16,312 16,894 Communications segment: Revenues - Services and fees 228,129 88,490 Revenues - Sale of goods 7,526 4,857 Total revenues 235,655 93,347 Direct cost of services (108,686) (23,671) Cost of goods sold (8,592) (6,278) Selling, general and administrative expenses (64,836) (25,493) Restructuring charge (4,056) — Depreciation and amortization (19,165) (10,747) Segment income 30,320 27,158 Consumer segment: Revenues - Services and fees 18,940 20,308 Revenues - Sale of goods 77,821 — Total revenues 96,761 20,308 Cost of goods sold (52,162) — Selling, general and administrative expenses (18,458) (3,178) Depreciation and amortization (4,279) (2,745) Segment income 21,862 14,385 Consolidated operating income from reportable segments $ 128,376 $ 573,433
Definition of US GAAP to Non - GAAP Financial Measures 11 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 (loss) 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 charge, 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 (loss) and fair value adjustments on loans, realized and unrealized gains (losses) on investments , and other investment related expenses, and (iv) in the case of investment adjusted EBITDA this includes trading income (loss) and fair value adjustments on loans and realized and unrealized gains (losses) on investments, 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 .