What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-02-28 compared with 2021-03-04 · 435 added, 740 removed, 56 unchanged (95% of the section changed)

Riley Financial,

RILY) and its subsidiaries provide collaborative financial services and solutions through several operating subsidiaries

Riley Securities, Inc.

Riley Securities”) is a leading, full service investment

bank providing financial advisory, corporate finance, research, securities lending and sales and trading services to corporate,

institutional and high net worth individual clients.

Riley Securities,

Riley FBR) was formed in November 2017 through the merger of B.

Riley & Co, LLC and FBR Capital Markets &

Co., which the Company acquired in June 2017.

Riley Wealth Management, Inc .

Riley Wealth Management”) provides comprehensive wealth management and brokerage services to individuals and families,

corporations and non-profit organizations, including qualified retirement plans, trusts, foundations and endowments.

Management was formerly Wunderlich Securities, Inc., whose name was changed in June 2018.

Riley Capital Management, LLC, a Securities and Exchange Commission (“SEC”) registered

investment advisor, which includes:

Riley Asset Management, an advisor to certain private funds and to institutional and high net

worth investors.

o Great American Capital Partners, LLC (“GACP”), the general partner of two private funds,

and GACP II, L.P., both direct lending funds managed by WhiteHawk Capital Partners, L.P.

pursuant to an investment

advisory services agreement, that provide senior secured loans and second lien secured loan facilities to middle market public

and private U.S.

Riley Advisory Services provides expert witness, bankruptcy,

financial advisory, forensic accounting, valuation and appraisal, and operations management services.

Riley Retail Solutions, LLC (fka Great American Group, LLC), a leading provider of asset disposition

and auction solutions to a wide range of retail and industrial clients.

Riley Real Estate works with real estate owners and tenants

through all stages of the real estate life cycle.

Our real estate advisors advise companies, financial institutions, investors,

family offices and individuals on real estate projects worldwide.

Riley Financial, Inc.

Riley” or the “Company”) is a diversified financial services platform and opportunistically invests in companies or assets with attractive risk-adjusted return profiles to benefit its shareholders.

Through its affiliated subsidiaries, B.

Riley provides a full suite of investment banking, corporate finance research, sales, and trading, as well as advisory, valuation, and wealth management, services.

The Company’s major business lines include:

Riley Securities, a leading, full service investment bank that provides corporate finance,

lending, research, securities lending and sales and trading services to corporate, institutional,

and high net worth individual clients.

It is nationally recognized for its proprietary small

and mid-cap equity research.

Riley Securities was established from the merger of B.

& Co, LLC and FBR Capital Markets & Co.

Riley Wealth Management, which provides comprehensive wealth management and brokerage services

to individuals and families, corporations and non-profit organizations, including qualified

retirement plans, trusts, foundations, and endowments.

The firm was formerly known as Wunderlich

Securities, Inc., which the Company acquired in July 2017.

Holdings Corporation (“National”), which provides wealth management, brokerage,

insurance brokerage, tax preparation and advisory services, was acquired in February

Riley Capital Management, which is a Securities and Exchange Commission (“SEC”)

registered investment advisor, that includes B.

Riley Asset Management, an advisor to and/or

manager of certain private funds.

Riley Advisory Services, which provides expert witness, bankruptcy, financial advisory, forensic

accounting, valuation and appraisal, and operations management services to companies, financial

institutions, and the legal community.

Riley Advisory Services is primarily comprised

of the bankruptcy and restructuring, forensic accounting, litigation support, and appraisal

and valuation practices.

Riley Retail Solutions, which is a leading

provider of asset disposition, liquidation, and auction solutions to a wide range of retail and industrial clients.

Riley Real Estate, which advises companies, financial institutions, investors, family offices

and individuals on real estate projects worldwide.

A core focus of B.

Riley real estate is the restructuring of

lease obligations in both distressed and non-distressed situations, both inside and outside of the bankruptcy process, on behalf

of corporate tenants.

Riley Principal Investments identifies attractive investment

opportunities and aims to deliver financial and operational improvement to its portfolio companies.

Our team concentrates on opportunities

presented by distressed companies or divisions that exhibit challenging market dynamics.

Representative transactions include recapitalization,

direct equity investment, debt investment, active minority investment and buyouts.

Riley Principal Investments seeks to control

or influence the operations of our investments to deliver financial and operational improvements that will maximize free cash flow,

and therefore, shareholder returns.

As part of our principal investment strategy, we acquired United Online, Inc.

or “United Online”) on July 1, 2016, magicJack VocalTec Ltd.

(“magicJack”) on November 14, 2018 and on

November 30, we acquired a 40% equity interest in with Lingo Management, LLC (“Lingo”), with the ability to acquire

an additional 40% equity interest therein.

o UOL is a communications company that offers consumer subscription services and products, consisting

of Internet access services and devices under the NetZero and Juno brands primarily sold in the United States.

o magicJack is a Voice over IP (“VoIP”) cloud-based technology and services communications

o Lingo is a global cloud/UC and managed service provider.

● BR Brand Holding, LLC (‘BR Brands’), in which the

Company owns a majority interest, provides licensing of certain brand trademarks.

BR Brand owns the assets and intellectual property

Riley Real Estate,

LLC is the restructuring of lease obligations in both distressed and non-distressed situations,

both inside and outside of the bankruptcy process, on behalf of corporate tenants.

Riley Principal Investments, which identifies attractive investment opportunities and seeks

to control or influence the operations of our portfolio company investments to deliver financial

and operational improvements that will maximize the Company’s free cash flow, and therefore,

shareholder returns.

The team concentrates on opportunities presented by distressed companies

or divisions that exhibit challenging market dynamics.

Representative transactions include

recapitalization, direct equity investment, debt investment, active minority investment and

● Communications

consist of United Online, Inc.

(“UOL” or “United Online”), which

was acquired in July 2016, magicJack VocalTec Ltd.

(“magicJack”), which was acquired

in November 2018, a 40% equity interest in Lingo Management, LLC (“Lingo”), which

was acquired in November 2020, and a mobile virtual network operator business (“Marconi

Wireless”), which was acquired in October 2021.

Upon receipt of certain regulatory

approvals, the Company has the right to acquire an additional 40% equity interest in Lingo.

The following briefly describes each such business:

is a communications company that offers consumer subscription services and products, consisting

of Internet access services and devices under the NetZero and Juno brands.

is a Voice over IP (“VoIP”) cloud-based technology and services and wireless

mobile communications provider.

is a global cloud/UC and managed service provider.

Wireless is a mobile virtual network operator business that provides mobile phone voice,

text, and data services and devices.

Brand Holding (“BR Brands”), in which the Company owns a majority interest, provides

licensing of certain brand trademarks.

BR Brands owns the assets and intellectual property

related to licenses of six brands:

Catherine Malandrino, English Laundry, Joan Vass, Kensie Girl, Limited Too and Nanette

Lepore as well as investments in the Hurley and Justice brands with Bluestar Alliance LLC (“Bluestar”), a brand management

We are headquartered

in Los Angeles with offices in major cities throughout the United States including New York, Chicago, Boston, Dallas, Memphis,

Metro Washington D.C and West Palm Beach.

During the fourth

quarter of 2020, the Company realigned its segment reporting structure to reflect organizational management changes.

new structure, the valuation and appraisal businesses are reported in the Financial Consulting segment and our bankruptcy, financial

advisory, forensic accounting, and real estate consulting businesses that were previously reported in the Capital Markets segment

are now reported as a part of the Financial Consulting segment.

In conjunction with the new reporting structure, the Company recast

its segment presentation for all periods presented.

For financial reporting

purposes we classify our businesses into five operating segments:

(i) Capital Markets, (ii) Auction and Liquidation, (iii) Financial

Consulting, (iv) Principal Investments – United Online and magicJack, and (v) Brands.

Capital Markets

Our Capital Markets segment provides a full array of investment banking, corporate finance, consulting, financial

advisory, research, securities lending, wealth management and sales and trading services to corporate, institutional and individual

Our corporate finance and investment banking services include merger and acquisitions as well as restructuring advisory

services to public and private companies, initial and secondary public offerings, and institutional private placements.

we trade equity securities as a principal for our account, including investments in funds managed by our subsidiaries.

Markets segment also includes our asset management businesses that manage various private and public funds for institutional and

individual investors.

Auction and Liquidation

Our Auction and Liquidation segment utilizes our significant industry experience, a scalable network of independent

contractors and industry-specific advisors to tailor our services to the specific needs of a multitude of clients, logistical challenges

and distressed circumstances.

Furthermore, our scale and pool of resources allow us to offer our services across North American

as well as parts of Europe, Asia and Australia.

Our Auction and Liquidation segment operates through two main divisions, retail

store liquidations and wholesale and industrial assets dispositions.

Our wholesale and industrial assets dispositions division

operates through limited liability companies that are controlled by us.

Financial Consulting

Our Financial Consulting segment provides services to law firms, corporations, financial institutions, lenders, and

private equity firms.

These services primarily include b ankruptcy, financial

advisory, forensic accounting, litigation support, real estate consulting and valuation and appraisal services .

Our Financial

Consulting segment operates through limited liability companies that are wholly owned or majority owned by us.

Principal Investments

- United Online and magicJack Segment.

Our Principal Investments - United Online and magicJack segment consists of businesses

which have been acquired primarily for attractive investment return characteristics.

Currently, this segment includes UOL, through

which we provide consumer Internet access, and magicJack, through which we provide VoIP communication and related product and subscription

Catherine Malandrino, English Laundry, Joan

Vass, Kensie Girl, Limited Too and Nanette Lepore as well as investments in the Hurley and

Justice brands with Bluestar Alliance LLC (“Bluestar”), a brand management company.

are headquartered in Los Angeles with over 44 offices throughout the United States including New York, Chicago, Boston, Atlanta, Dallas,

Memphis, Metro Washington D.C., West Palm Beach, and Boca Raton.

During the fourth quarter of 2020, the Company realigned its segment reporting structure to reflect organizational management changes.

Under the new structure, the valuation and appraisal businesses are reported in the Financial Consulting segment and our bankruptcy, financial advisory, forensic accounting, and real estate consulting businesses that were previously reported in the Capital Markets segment are now reported as part of the Financial Consulting segment.

In conjunction with the new reporting structure, the Company recast its segment presentation for all periods presented.

During the first quarter of 2021, in connection with the acquisition of National on February 25, 2021, the Company further realigned its segment reporting structure to reflect organizational management changes in the Company’s wealth management business and created a new Wealth Management segment that was previously reported as part of the Capital Markets segment in 2020.

In conjunction with the new reporting structures, the Company recast its segment presentation for all periods presented.

For financial reporting purposes, we classify our businesses into six operating segments:

(i) Capital Markets, (ii) Wealth Management, (iii) Auction and Liquidation, (iv) Financial Consulting, (v) Principal Investments – Communications, and (vi) Brands.

Capital Markets Segment .

Our Capital Markets segment provides a full array of investment banking, corporate finance, financial advisory, research, securities lending and sales and trading services to corporate, institutional, and individual clients.

Our corporate finance and investment banking services include merger and acquisitions as well as restructuring advisory services to public and private companies, initial and secondary public offerings, and institutional private placements.

In addition, we trade equity securities as a principal for our account, including investments in funds managed by our subsidiaries.

Our Capital Markets segment also includes our asset management businesses that manage various private and public funds for institutional and individual investors.

Management Segment .

Our Wealth Management segment provides wealth management and tax services to corporate and high net worth

We offer comprehensive wealth management services for corporate businesses that include investment strategies, executive

services, retirement plans, lending & liquidity resources, and settlement solutions.

Our wealth management services for

individual client services provide investment management, education planning, retirement planning, risk management, trust

coordination, lending & liquidity solutions, legacy planning, and wealth transfer.

In addition, we supply market insights to

provide unbiased guidance to make important financial decisions.

Wealth management resources include market views from our

investment strategists and B.

Riley Securities’ proprietary equity research.

Auction and Liquidation Segment .

Our Auction and Liquidation segment utilizes our significant industry experience, a scalable network of independent contractors and industry-specific advisors to tailor our services to the specific needs of a multitude of clients, logistical challenges, and distressed circumstances.

Our scale and pool of resources allow us to offer our services across North America as well as parts of Europe, Asia, and Australia.

Our Auction and Liquidation segment operates through two main divisions, retail store liquidations and wholesale and industrial assets dispositions.

Our wholesale and industrial assets dispositions division operates through limited liability companies that are controlled by us.

Financial Consulting Segment .

Our Financial Consulting segment provides services to law firms, corporations, financial institutions, lenders, and private equity firms.

These services primarily include bankruptcy, financial advisory, forensic accounting, litigation support, operations management consulting, real estate consulting, and valuation and appraisal services.

Our Financial Consulting segment operates through limited liability companies that are wholly owned or majority owned by us.

Investments - Communications Segment.

Our Principal Investments - Communications segment consists of businesses which have been

acquired primarily for attractive investment return characteristics.

Currently, this segment includes, among other investments, UOL,

through which we provide consumer Internet access, magicJack, through which we provide VoIP communication and related product and subscription

services, and Marconi Wireless, through which we provide mobile phone services and devices.

Brands Segment .

Our Brands segment consists of our brand investment portfolio that is

focused on generating revenue through the licensing of trademarks and is held by BR Brand.

Our Brands segment consists of our brand investment portfolio that is focused on generating revenue through the licensing of trademarks and is held by BR Brands.

Recent Developments

On March 1, 2021,

the Company announced its intention to redeem at par, and at its option, $128.2 million of senior notes due in February 2027 (“7.50%

2027 Notes”) on March 31, 2021 pursuant to the second supplemental indenture dated May 31, 2017.

The total redemption payment

will include approximately $1.6 million in accrued interest.

On February 25, 2021,

the Company completed the acquisition of National Holdings Corporation (“National”), pursuant to an agreement and plan

of merger dated January 10, 2021, following the successful completion of a tender offer commenced by us on January 27, 2021.

is a full-service investment banking and asset management firm that, through its affiliates, provides a range of services including

financial advisory, investment banking, institutional sales and trading, equity research, financial planning, market making, tax

preparation and insurance to corporations, institutions, high net-worth individuals and retail investors.

We previously owned approximately

45% of the common stock of National.

National complements our Capital Markets segment, bringing approximately 900 registered representatives

managing over $30 billion in assets.

January 25, 2021, the Company issued $230,000 of senior notes due in January 2028 (“6.0% 2028 Notes”) pursuant to the

prospectus supplement dated February 12, 2020.

Interest on the 6.0% 2028 Notes is payable quarterly at 6.0%.

The 6.0% 2028 Notes

are unsecured and due and payable in full on January 31, 2028 .

In connection with the issuance of the 6.0% 2028 Notes, the Company received net proceeds of $225,746 (after underwriting commissions,

fees and other issuance costs of $4,254).

On January 23, 2021, the Company committed up to $400,000,000

aggregate principal amount of unsecured debt financing, consisting of $100,000 of secured debt financing, and $300,000,000 of unsecured

debt financing, to affiliates of Franchise Group, Inc.

(collectively, “FRG”) in connection with FRG’s acquisition

of Pet Supplies Plus.

January 15, 2021, the Company issued 1,413,045 shares of common stock inclusive of 184,310 shares issued pursuant to the

full exercise of the Underwriter’s option to purchase additional shares of common stock at a price of $46.00 per share for

net proceeds of approximately $61,370 after underwriting fees and costs.

On November 30, 2020

we closed a recapitalization transaction with Lingo Management, LLC (“Lingo”), a global cloud/UC and managed service

Pursuant to the recapitalization, B.

Riley purchased Lingo’s existing indebtedness held by affiliates of Garrison

Investment Group and converted a portion of such indebtedness into a 40% equity interest in Lingo with the ability to acquire an

additional 40% equity interest in consideration for the conversion of an additional portion of such indebtedness.

On January 30, 2020,

the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the

“COVID-19 outbreak”).

In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the

rapid increase in exposure globally.

Coming into 2021, the full impact of the COVID-19 outbreak continues to evolve,

as countries across the world manage repeated waves of the pandemic and vaccines come to market.

The impact of the COVID-19

outbreak on our results of operations, financial position and cash flows will depend on future developments, including the duration

and spread of the outbreak and related advisories and restrictions and the success of vaccines in slowing or halting the pandemic.

On January 19, 2022, we acquired FocalPoint Securities, LLC, an independent

investment bank based in Los Angeles.

The acquisition is expected to significantly expand B.

Riley Securities’ mergers and acquisitions

(“M&A”) advisory business and enhance its debt capital markets and financial restructuring capabilities.

Founded in 2002,

FocalPoint specializes in M&A, private capital advisory, financial restructuring, and special situation transactions.

The firm includes

approximately 50 investment banking professionals with deep industry specialization in high-growth sectors such as aerospace and defense,

industrials, business services, consumer, healthcare, and technology/media/telecom.

Our acquisition of FocalPoint builds upon the momentum

and proven execution capabilities of both firms and is in line with our stated intent to expand capabilities in M&A advisory and fixed

This combination provides strategic and financial sponsor clients with access to both firms’ proven execution capabilities

and a full suite of end-to-end services from a single platform.

On January 30, 2020, the

World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19

In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure

During the fourth quarter of 2021, the full impact of the COVID-19 outbreak continued to evolve, with the emergence

of variant strains and breakthrough infections becoming prevalent both in the U.S.

and worldwide.

economy recovers, aided

by stimulus packages and fiscal and monetary policies, inflation has been rising at historically high rates, and the Federal Reserve has

signaled that it will begin increasing the target federal funds effective rate.

The impact of the COVID-19 outbreak and these related

matters on our results of operations, financial position and cash flows will depend on future developments, including the duration and

spread of the outbreak and related advisories and restrictions and the success of vaccines and natural immunity in controlling the pandemic.

developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy continue to be highly uncertain

and cannot be predicted.

If the financial markets and/or the overall economy continue to be impacted, our results of operations,

financial position and cash flows may be materially adversely affected.

Riley Securities

Banking and Corporate Finance

If the financial markets and/or the overall economy continue to be impacted, our results of operations, financial

position and cash flows may be materially adversely affected.

Riley Securities

investment banking professionals provide equity and debt capital raising, merger and acquisition, financial advisory and restructuring

advisory services to both private and publicly traded companies.

Those services include follow-on public offerings, debt and equity

private placements, debt refinancing, corporate debt and equity security repurchases, and buy-side and sell-side representation,

divestitures/carveouts, leveraged buyouts, management buyouts, strategic alternatives reviews, fairness opinions, valuations, return-of-capital

advisory, hostile/activist advisory, and options trading programs.

Sales, Trading and

Corporate Services

Our sales and trading

professionals distribute B.

Riley proprietary research products to our institutional investor clients and high net worth individuals.

Investment Banking and Corporate Finance

Riley Securities’ investment banking professionals provide equity and debt capital raising, merger and acquisition, financial advisory and restructuring advisory services to both private and publicly traded companies.

Those services include follow-on public offerings, debt and equity private placements, debt refinancing, corporate debt and equity security repurchases, and buy-side and sell-side representation, divestitures/carveouts, leveraged buyouts, management buyouts, strategic alternatives reviews, fairness opinions, valuations, return-of-capital advisory, hostile/activist advisory, and options trading programs.

Sales, Trading and Corporate Services

Our sales and trading professionals distribute B.

Riley Securities’ proprietary equity research products to our institutional investor clients and high net worth individuals.

Riley Securities sales and trading also sells the securities of companies in which B.

Riley Securities acts as an underwriter

and executes equity trades on behalf of clients.

We maintain active trading relationships with substantially all major institutional

money managers.

Riley Securities acts as an underwriter and executes equity trades on behalf of clients.

We maintain active trading relationships with substantially all major institutional money managers.

Our equity and fixed income traders make markets in over 1,000 securities.

Riley Securities also conducts

securities lending activities which involves the borrowing and lending of equity and fixed income securities.

Our corporate services

include retail orders, block trades, Rule 144 transactions, cashless exercise of options, and corporate equity repurchase programs.

Our equity research

is focused on fundamentals-based research.

Our research focuses on an in-depth analysis of earnings, cash flow trends, balance

sheet strength, industry outlook, and strength of management that involves extensive meetings with key management, competitors,

channel partners and customers.

Riley Securities also conducts securities lending activities which involves the borrowing and lending of equity and fixed income securities.

Our corporate services include retail orders, block trades, Rule 144 transactions, cashless exercise of options, and corporate equity repurchase programs.

Equity Research

Our equity research is focused on fundamentals-based research.

Our research focuses on an in-depth analysis of earnings, cash flow trends, balance sheet strength, industry outlook, and strength of management that involves extensive meetings with key management, competitors, channel partners and customers.

We provide research on all sizes of firms;

however, our research primarily focuses on small and

mid-cap stocks that are under-followed by Wall Street.

Our analysts regularly communicate their findings through Research Updates

and daily Morning Notes.

Our research department

includes research analysts maintaining coverage on a variety of companies in a variety of industry sectors.

Our research department

annually organizes non-deal road shows for issuers in our targeted industries.

however, our research primarily focuses on small and mid-cap stocks that are under-followed by Wall Street.

Our analysts regularly communicate their findings through Research Updates and daily Morning Notes.

Our research department includes research analysts maintaining coverage on a variety of companies in a variety of industry sectors.

Our research department annually organizes non-deal road shows for issuers in our targeted industries.

Proprietary Trading

We engage in trading

activities for strategic investment purposes (i.e.

We engage in trading activities for strategic investment purposes (i.e.

proprietary trading) utilizing the firm’s capital.

Proprietary trading

activities include investments in public and private stock and debt securities.

Riley Securities

is reported in our Capital Markets segment for financial reporting purposes.

Proprietary trading activities include investments in public and private stock and debt securities.

Riley Securities is reported in our Capital Markets segment for financial reporting purposes.

Riley Capital Management

We provide investment

management services under our subsidiary, B.

Riley Capital Management, LLC.

The registered investment advisor manages private investment

funds, including a fund of funds.

We provide investment management services under B.

Riley Capital Management, LLC, which is a registered investment advisor that manages private investment funds, including a fund of funds.

All of the funds managed typically invest in both public and private equity and debt.

in the various funds include institutional, high net worth, and individual investors.

Investors in the various funds include institutional, high net worth, and individual investors.

GACP is the general partner of GACP I, L.P.

and GACP II, L.P., direct lending funds managed by WhiteHawk Capital Partners, L.P.

pursuant to an investment advisory services

agreement, that provide senior secured loans and second lien secured loan facilities to middle market public and private U.S.

Riley Capital Management

is reported in our Capital Markets segment for financial reporting purposes.

Riley Wealth Management

pursuant to an investment advisory services agreement, that provide senior secured loans and second lien secured loan facilities to middle market public and private U.S.

Riley Capital Management is reported in our Capital Markets segment for financial reporting purposes.

Riley Wealth Management and National

Wealth Management

Riley Wealth Management

provides comprehensive wealth management and brokerage services to individuals and families, corporations and non-profit organizations,

and National provide comprehensive wealth management and brokerage services to individuals and families, corporations and non-profit organizations,

including qualified retirement plans, trusts, foundations and endowments.

Our financial advisors provide a broad range of investments

and services to our clients, including financial planning services.

Wunderlich Securities, Inc.

(“Wunderlich”) was

established in 1996 and headquartered in Memphis, Tennessee.

Wunderlich became a wholly-owned subsidiary of B.

Riley Financial,

Inc., in July 2017 and its operations are included in our Capital Markets segment.

In June 2018, Wunderlich changed its name to

Riley Wealth Management, Inc.

and services to our clients, including financial planning services, insurance brokerage, and tax preparation.

Riley Wealth Management

and National are reported in our Wealth Management segment for financial reporting purposes.

Riley Advisory Services

Financial Advisory

Riley Advisory

Services provides consulting services to shareholders, creditors and companies which includes expert witness, bankruptcy, due

diligence, financial advisory, forensic accounting, litigation support, and crisis management.

Financial Advisory Services

Riley Advisory Services provides consulting services to shareholders, creditors and companies which includes expert witness, bankruptcy, due diligence, financial advisory, forensic accounting, litigation support, and crisis management.

These services are primarily composed of the former Glass Ratner business.

The financial advisory

services business of B.

The financial advisory services business of B.

Riley Advisory Services compliments the restructuring services provided by B.

Riley Securities.

The financial advisory

services business of B.

The financial advisory services business of B.

Riley Advisory Services is reported in our Financial Consulting segment for financial reporting purposes.

Valuation and Appraisal

Our appraisal teams

provide independent appraisals to financial institutions, lenders, private equity firms and other providers of capital for estimated

liquidation values of assets.

Our appraisal teams provide independent appraisals to financial institutions, lenders, private equity firms and other providers of capital for estimated liquidation values of assets.

These teams include experts specializing in particular industry niches and asset classes.

valuation and appraisal services across five general categories:

Consumer and Retail

Representative types of appraisals and valuations include inventory of specialty apparel retailers, department stores,

jewelry retailers, sporting goods retailers, mass and discount merchants, home furnishing retailers and footwear retailers.

Wholesale and Industrial

Representative types of appraisals and valuations include inventory held by manufacturers or distributors of automotive

parts, chemicals, food and beverage products, wine and spirits, building and construction products, industrial products, metals,

paper and packaging.

We provide valuation and appraisal services across four general categories:

Consumer and Retail Inventory .

Representative types of appraisals and valuations include inventory of specialty apparel retailers, department stores, jewelry retailers, sporting goods retailers, mass and discount merchants, home furnishing retailers and footwear retailers.

Wholesale and Industrial Inventory .

Representative types of appraisals and valuations include inventory held by manufacturers or distributors of automotive parts, chemicals, food and beverage products, wine and spirits, building and construction products, industrial products, metals, paper and packaging.

Machinery and Equipment .

Representative types of asset appraisals and valuations include a broad range of equipment utilized in manufacturing, construction,

transportation and healthcare.

Representative types of asset appraisals and valuations include a broad range of equipment utilized in manufacturing, construction, transportation and healthcare.

Intangible Assets .

Representative types of asset appraisals and valuations include intellectual property, goodwill, brands, logos, trademarks and

customer lists.

We provide valuation

and appraisal services on a pre-negotiated flat fee basis.

The valuation and

appraisal services business of B.

Riley Advisory Services described above is reported in our Financial Consulting segment for financial

reporting purposes.

Operations Management

Our Operations Management

Services teams work with companies to fix troubled operations by improving their profitability, cash flow and enterprise value.

Focus areas include due diligence, acquisitions, executive management, launch coordination, lean six sigma design and implementation,

purchasing and inventory management, and quality systems.

These services are reported in our Financial Consulting segment for financial

reporting purposes.

Riley Retail Solutions (fka Great

American Group)

Retail Store Liquidations

and Wholesale and Industrial Liquidations

We enable our clients

to quickly and efficiently dispose of under-performing assets and generate cash from excess inventory by conducting or assisting

in retail store closings, going out of business sales, bankruptcy sales and fixture sales.

Financial institution and other capital

providers rely on us to maximize recovery rates in distressed asset sales and in retail bankruptcy situations.

Additionally, healthy,

mature retailers utilize our proven inventory management and strategic disposition solutions, relying on our extensive network

of retail professionals, to close unproductive stores and dispose of surplus inventory and fixtures as existing stores are updated.

often conduct large retail liquidations that entail significant capital requirements through collaborative arrangements with other

By entering into an agreement with one or more collaborators, we are able to bid on larger engagements that we could

not conduct on our own due to the significant capital outlay involved, number of independent contractors required or financial

risk associated with the particular engagement.

We act as the lead partner in many of the collaborative arrangements that we enter

into, meaning that we have primary responsibility for the due diligence, contract negotiation and execution of the engagement.

We design and implement

customized disposition programs for our clients seeking to convert excess wholesale and industrial inventory and operational assets

into capital.

We dispose of a wide array of assets including, among others, equipment related to transportation, heavy mobile construction,

energy exploration and services, metal fabrication, food processing, semiconductor fabrication, and distribution services.

projects of all sizes and scopes across a variety of asset categories.

We believe that our databases of information regarding potential

buyers that we have collected from past transactions and engagements, our nationwide name recognition and experience with alternative

distribution channels allow us to provide superior wholesale and industrial disposition services.

Representative types of asset appraisals and valuations include intellectual property, goodwill, brands, logos, trademarks and customer lists.

We provide valuation and appraisal services on a pre-negotiated flat fee basis.

The valuation and appraisal services business of B.

Riley Advisory Services described above is reported in our Financial Consulting segment for financial reporting purposes.

Operations Management Services

Our Operations Management Services teams work with companies to fix troubled operations by improving their profitability, cash flow and enterprise value.

Focus areas include due diligence, acquisitions, executive management, launch coordination, lean six sigma design and implementation, purchasing and inventory management, and quality systems.

These services are reported in our Financial Consulting segment for financial reporting purposes.

Riley Retail Solutions

provides the foregoing services to clients on a guarantee, fee or outright purchase basis.

When providing services on a guarantee basis, we guarantee the client a specific recovery often expressed as a percentage of retail

inventory value or wholesale inventory cost or, in the case of machinery or equipment, a set dollar amount.

This guarantee is often

required to be supported by a letter of credit, a cash deposit or a combination thereof.

Cash deposits are typically funded in

part with available cash together with short term borrowings under our credit facilities.

Often when we provide auction or liquidation

services on a guarantee basis, we do so through a collaborative arrangement with other service providers.

In this situation, each

collaborator agrees to provide a certain percentage of the guaranteed amount to the client through a combination of letters of

credit, cash and financing.

If we are engaged individually, we receive 100% of the net profit, less debt financing fees, sale related

expenses (if any) and any share of the profits due to the client as a result of any profit sharing arrangement entered into based

on a pre-negotiated formula.

If the engagement was conducted through a collaborative arrangement, the profits or losses are divided

among us and our partner or partners as set forth in the agreement governing the collaborative arrangement.

If the net sales proceeds

after expenses are less than the guarantee, we, together with our partners if the engagement was conducted through a collaborative

arrangement, are responsible for the shortfall and will recognize a loss on the engagement.

provide services on a fee basis, clients pay a pre-negotiated flat fee for the services provided, a percentage of asset sales generated

or a combination of both.

Retail Store Liquidations and Wholesale and Industrial Liquidations

We enable our clients to quickly and efficiently dispose of under-performing assets and generate cash from excess inventory by conducting or assisting in retail store closings, going out of business sales, bankruptcy sales and fixture sales.

Financial institution and other capital providers rely on us to maximize recovery rates in distressed asset sales and in retail bankruptcy situations.

Additionally, healthy, mature retailers utilize our proven inventory management and strategic disposition solutions, relying on our extensive network of retail professionals, to close unproductive stores and dispose of surplus inventory and fixtures as existing stores are updated.

We often conduct large retail liquidations that entail significant capital requirements through collaborative arrangements with other liquidators.

By entering into an agreement with one or more collaborators, we are able to bid on larger engagements that we could not conduct on our own due to the significant capital outlay involved, number of independent contractors required or financial risk associated with the particular engagement.

We act as the lead partner in many of the collaborative arrangements that we enter into, meaning that we have primary responsibility for the due diligence, contract negotiation and execution of the engagement.

We design and implement customized disposition programs for our clients seeking to convert excess wholesale and industrial inventory and operational assets into capital.

We dispose of a wide array of assets including, among others, equipment related to transportation, heavy mobile construction, energy exploration and services, metal fabrication, food processing, semiconductor fabrication, and distribution services.

We manage projects of all sizes and scopes across a variety of asset categories.

We believe that our databases of information regarding potential buyers that we have collected from past transactions and engagements, our nationwide name recognition and experience with alternative distribution channels allow us to provide superior wholesale and industrial disposition services.

Riley Retail Solutions provides the foregoing services to clients on a guarantee, fee or outright purchase basis.

When providing services on a guarantee basis, we guarantee the client a specific recovery often expressed as a percentage of retail inventory value or wholesale inventory cost or, in the case of machinery or equipment, a set dollar amount.

This guarantee is often required to be supported by a letter of credit, a cash deposit or a combination thereof.

Cash deposits are typically funded in part with available cash together with short term borrowings under our credit facilities.

Often when we provide auction or liquidation services on a guarantee basis, we do so through a collaborative arrangement with other service providers.

In this situation, each collaborator agrees to provide a certain percentage of the guaranteed amount to the client through a combination of letters of credit, cash and financing.

If we are engaged individually, we receive 100% of the net profit, less debt financing fees, sale related expenses (if any) and any share of the profits due to the client as a result of any profit sharing arrangement entered into based on a pre-negotiated formula.

If the engagement was conducted through a collaborative arrangement, the profits or losses are divided among us and our partner or partners as set forth in the agreement governing the collaborative arrangement.

If the net sales proceeds after expenses are less than the guarantee, we, together with our partners if the engagement was conducted through a collaborative arrangement, are responsible for the shortfall and will recognize a loss on the engagement.

When we provide services on a fee basis, clients pay a pre-negotiated flat fee for the services provided, a percentage of asset sales generated or a combination of both.

Outright Purchase .

When providing services on an outright purchase basis, we purchase the assets from the client and typically sell them at auction,

orderly liquidation, through a third-party broker or, less frequently, as augmented inventory in conjunction with another liquidation

that we are conducting.

In an outright purchase, we take, together with any collaboration partners, title to the assets and absorb

the profit or loss associated with the asset disposition.

retail store liquidations and wholesale and industrial asset dispositions business of B.

Riley Retail Solutions described above

is reported in our Auction and Liquidation segment for financial reporting purposes.

Riley Real Estate

We work with real estate

owners and tenants through all stages of the real estate life cycle.

Our real estate advisors advise companies, financial institutions,

investors, family offices and individuals on real estate projects worldwide.

Acquisitions and

We engage in a variety

of acquisition strategies, including purchasing real estate and mortgages.

We provide equity and “rescue” capital and

participate in joint ventures.

As bankruptcy auction

professionals, we represent debtors in lease restructuring and renegotiations and the sale of real property.

Financial Advisory

We represent stakeholders

in out-of-court restructurings, loan sales, lease renegotiation and restructuring, strategic investing and managing difficult refinancing

transactions.

and Loan Sales

We execute real estate

liquidations and loan sale transactions in various market segments on both the “buy” side and the “sell”

Principal Investments

and Financing

We maintain strategic

relationships with institutional investors and high net worth clients that are seeking real estate investments that are opportunistic,

value-added and traditional.

Our strategic partners look to us to identify, underwrite, structure and close these principal investment

transactions.

When providing services on an outright purchase basis, we purchase the assets from the client and typically sell them at auction, orderly liquidation, through a third-party broker or, less frequently, as augmented inventory in conjunction with another liquidation that we are conducting.

In an outright purchase, we take, together with any collaboration partners, title to the assets and absorb the profit or loss associated with the asset disposition.

The retail store liquidations and wholesale and industrial asset dispositions business of B.

Riley Retail Solutions described above is reported in our Auction and Liquidation segment for financial reporting purposes.

Riley Real Estate

services described above is reported in our Financial Consulting segment for financial reporting purposes.

We work with real estate owners and tenants through all stages of the real estate life cycle.

Our real estate advisors advise companies, financial institutions, investors, family offices and individuals on real estate projects worldwide.

Acquisitions and Sales

We engage in a variety of acquisition strategies, including purchasing real estate and mortgages.

We provide equity and “rescue” capital and participate in joint ventures.

As bankruptcy auction professionals, we represent debtors in lease restructuring and renegotiations and the sale of real property.

Financial Advisory Services

We represent stakeholders in out-of-court restructurings, loan sales, lease renegotiation and restructuring, strategic investing and managing difficult refinancing transactions.

Liquidations and Loan Sales

We execute real estate liquidations and loan sale transactions in various market segments on both the “buy” side and the “sell” side.

Principal Investments and Financing

We maintain strategic relationships with institutional investors and high net worth clients that are seeking real estate investments that are opportunistic, value-added and traditional.

Our strategic partners look to us to identify, underwrite, structure and close these principal investment transactions.

Riley Real Estate services described above is reported in our Financial Consulting segment for financial reporting purposes.

Riley Principal Investments

Principal Investments

Riley Principal

Investments identifies attractive investment opportunities and aims to deliver financial and operational improvement to its

portfolio companies.

Our team concentrates on opportunities presented by distressed companies or divisions that exhibit

challenging market dynamics.

Representative transactions include recapitalization, direct equity investment, debt investment,

active minority investment and buyouts.

Riley Principal Investments seeks to control or influence the operations of our

investments to deliver financial and operational improvements that will maximize free cash flow, and therefore, shareholder

Riley Principal Investments identifies attractive investment opportunities and seeks to control or influence the operations of our investments to deliver financial and operational improvements to its portfolio companies in order to maximize the Company’s free cash flow, and therefore, shareholder returns.

Our team concentrates on opportunities presented by distressed companies or divisions that exhibit challenging market dynamics.

Representative transactions include recapitalization, direct equity investment, debt investment, active minority investment and buyouts.

Venture Capital

Riley Venture Capital

invests in late-stage private growth companies with a path towards public markets.

Riley Venture Capital invests in late-stage private growth companies with a path towards public markets.

We are not a venture fund;

rather, investments

are made off-balance sheet and syndicated across our institutional, banking and retail client base.

United Online and

We acquired UOL on July

1, 2016 and magicJack on November 14, 2018 as part of our principal investment strategy.

UOL’s primary pay service is Internet

access, offered under the NetZero and Juno brands.

rather, investments are made off-balance sheet and syndicated across our institutional, banking and retail client base.

Communications

As part of our principal

investment communications strategy, we acquired UOL in July 2016;

we acquired magicJack in November 2018;

we acquired a 40% equity interest

in Lingo in November 2020;

and we acquired Marconi Wireless in October 2021.

Upon receipt of certain regulatory approvals, we have the

right with the ability to acquire an additional 40% equity interest in Lingo.

UOL’s primary pay service is Internet access, offered

under the NetZero and Juno brands.

Internet access includes dial-up service, mobile broadband and DSL.

is a VoIP cloud-based technology and services communications provider and the inventor of the magicJack devices.

Internet Access

Our Internet access

services consist of dial-up, mobile broadband and, to a much lesser extent, DSL services.

Our dial-up Internet access services

are provided on both a free and pay basis, with the free services subject to hourly and other limitations.

Basic pay dial-up Internet

access services include accelerated dial-up Internet access and an email account.

Our Internet access services are also bundled

with additional benefits, including antivirus software and enhanced email storage, although we also offer each of these features

and certain other value-added features as stand-alone pay services.

We offer mobile broadband devices for sale in connection with

our mobile broadband services.

We also generate revenues from the resale of telecommunications to third parties.

Over the past

several years revenues from paid subscription services have declined year over year as a result of a decline in the number of paid

subscribers for our services.

Management believes the decline in paid subscriber accounts is primarily attributable to the industry

trends of consumers switching from dial-up Internet access to high speed Internet access such as cable and DSL.

Management expects

revenues in the Principal Investments - United Online and magicJack segment to continue to decline year over year.

magicJack Devices

The magicJack is a VoIP

device weighing about one ounce which includes an initial access right period.

Customers receive free VoIP phone service for their

home, enterprise or while traveling.

The initial access right period for the different versions ranges from three to twelve months.

The current device available for purchase is the magicJack GO, which includes a twelve month access right period.

magicJack devices

are sold either directly to customers through our website or through retailers.

The Company also offers

magicJack mobile apps, which are applications that allow users to make and receive telephone calls through their smart phones or

The mobile apps allow customers to place and receive telephone calls in the U.S.

or Canada on their mobile devices through

either an existing or new magicJack account.

The mobile apps also give users the ability to add a second phone number to their

smart phone for a monthly or annual fee.

Customers may purchase international minutes to place telephone calls through the magicJack

device or mobile apps to locations outside of the U.S.

Access Right Renewals

Customers who own a

magicJack device or mobile app may renew access rights for periods ranging from one month to five years.

Other magicJack-Related

The Company offers customers

other optional products related to their magicJack devices and services, such as custom or vanity phone numbers, Canadian phone

numbers and the ability to either change their existing phone numbers or port them to a magicJack device.

Prepaid Minutes

The Company’s

customers can purchase international minutes on a prepaid basis.

Access and Wholesale

The Company generates

revenues from access fees charged to other carriers, as well as wholesaling telephone service to VoIP providers and telecommunication

UCaaS Services and

The Company provided

hosted communication services and sold hardware and network equipment that are compatible with the service, through its subsidiary,

Broadsmart, which was sold during 2019.

Advertising and other

revenues are primarily derived from various advertising, marketing and media-related initiatives.

The majority of our advertising

and other revenues include advertising revenues from search placements, display advertisements and online market research associated

with our Internet access and email services.

brand investment portfolio focuses on generating revenue through the licensing of trademarks.

Company holds a majority ownership interest in BR Brands, which owns the assets and intellectual property related to licenses of

Catherine Malandrino, English Laundry, Joan Vass, Kensie Girl, Limited Too and Nanette Lepore as well as investments

in the Hurley and Justice brands with Bluestar.

The Company intends to grow licensing revenue from the brand holdings in partnership

with Bluestar by leveraging its extensive relationships and strategic partnerships in the retail sector.

The Company intends to

pursue future acquisitions of consumer brands, intellectual property, trademarks and licenses, and participate in select transactions

as an equity owner.

We serve retail, corporate,

capital provider and individual customers across our services lines.

The services provided to these customers were under short-term

liquidation contracts that generally do not exceed a period of six months.

There were no recurring revenues from year-to-year in

connection with the services we performed under these contracts.

magicJack is a VoIP cloud-based

technology and services and wireless mobile communications provider and the inventor of the magicJack devices.

Lingo is a global cloud/UC

and managed service provider.

Marconi Wireless is a mobile virtual network operator that provides mobile phone voice, text, and data

services and devices.

Principal Investment and Venture Capital businesses described above are reported in our Capital Markets segment and our Communications

businesses are reported in our Principal Investments – Communications segment for financial reporting purposes.

Our brand investment portfolio focuses on generating revenue through the licensing of trademarks.

The Company holds a majority ownership interest in BR Brands, which owns the assets and intellectual property related to licenses of six brands:

Catherine Malandrino, English Laundry, Joan Vass, Kensie Girl, Limited Too and Nanette Lepore as well as investments in the Hurley and Justice brands with Bluestar.

The Company intends to grow licensing revenue from the brand holdings in partnership with Bluestar by leveraging its extensive relationships and strategic partnerships in the retail sector.

The Company intends to pursue future acquisitions of consumer brands, intellectual property, trademarks and licenses, and participate in select transactions as an equity owner.

The brand businesses described above are reported in our Brands segment for financial reporting purposes.

We serve retail, corporate, capital provider and individual customers across our services lines.

The services provided to these customers were under short-term liquidation contracts that generally do not exceed a period of six months.

There were no recurring revenues from year-to-year in connection with the services we performed under these contracts.

Riley Securities

We are engaged by

corporate customers, including publicly held and privately owned companies, to provide investment banking, corporate finance, restructuring

advisory, research and sales and trading services.

We also provide corporate finance, research, wealth management, and sales and

trading services to high net worth individuals.

We maintain client relationships with companies in the consumer goods, industrials,

energy, financial services, healthcare, real estate, strategy, and technology industries.

Capital Management

Investors in the various

We are engaged by corporate customers, including publicly held and privately owned companies, to provide investment banking, corporate finance, restructuring advisory, research and sales and trading services.

We also provide corporate finance, research, wealth management, and sales and trading services to high net worth individuals.

We maintain client relationships with companies in the consumer goods, industrials, energy, financial services, healthcare, real estate, strategy, and technology industries.

Riley Capital Management

Investors in the various funds of B.

Riley Capital Management include institutional, high net worth, and individual investors.

Wealth Management

We act as financial

wealth management advisors to individuals, families, small businesses, non-profit organizations, and qualified retirement plans.

Our investment services are primarily comprised of asset management services to meet the financial plans, financial goals and needs

of our customers.

We service our customers through a network of 18 branch offices located in 12 states primarily located in the

Mid-west and Southern section of the United States.

Riley Advisory

We provide specialty

financial advisory services to companies, shareholders, creditors and investors on complex business problems and critical board

level agenda items including transaction advisory and due diligence, fraud investigations, corporate litigation, business valuations,

crisis management and bankruptcy.

We provide bankruptcy and restructuring services, forensic accounting and litigation support,

valuation services, and real estate consulting.

Additionally, we are engaged by financial institutions, lenders, private equity

firms and other capital providers, as well as professional service providers, to provide valuation and appraisal services.

extensive experience in the appraisal and valuation of retail and consumer inventories, wholesale and industrial inventories, machinery

and equipment, intellectual property and real estate.

Retail Solutions

Our retail Auction

and Liquidation clients include financially healthy retailers as well as distressed retailers, bankruptcy professionals, financial

institution workout groups and a wide range of professional service providers.

Some retail segments in which we specialize include

apparel, arts and crafts, department stores, discount stores, drug / health and beauty, electronics, footwear, grocery stores,

hardware / home improvement, home goods and linens, jewelry, office / party supplies, specialty stores, and sporting goods.

also provide wholesale and industrial auction services and customized disposition programs to a wide range of clients.

Estate clients include real property owners and tenants in a wide variety of sectors and include both healthy and distressed businesses.

Riley Principal

Principal Investments serves businesses seeking capital investment, including debt or equity financing.

Our Internet access

services are available to customers, which are primarily comprised of individuals, in more than 12,000 cities across the U.S.

Generally, our Internet access customers also subscribe to value-added features that include antivirus software and enhanced

email storage.

Riley Wealth Management and National

We act as financial wealth

management advisors to individuals, families, small businesses, non-profit organizations, and qualified retirement plans.

Our investment

services are primarily comprised of asset management services to meet the financial plans, financial goals and needs of our customers.

We service our customers through a network of 42 branch offices located in 14 states primarily located in the Mid-west and Southern section

of the United States.

Riley Advisory Services

We provide specialty financial advisory services to companies, shareholders, creditors and investors on complex business problems and critical board level agenda items including transaction advisory and due diligence, fraud investigations, corporate litigation, business valuations, crisis management and bankruptcy.

We provide bankruptcy and restructuring services, forensic accounting and litigation support, valuation services, and real estate consulting.

Additionally, we are engaged by financial institutions, lenders, private equity firms and other capital providers, as well as professional service providers, to provide valuation and appraisal services.

We have extensive experience in the appraisal and valuation of retail and consumer inventories, wholesale and industrial inventories, machinery and equipment, intellectual property and real estate.

Riley Retail Solutions

Our retail Auction and Liquidation clients include financially healthy retailers as well as distressed retailers, bankruptcy professionals, financial institution workout groups and a wide range of professional service providers.

Some retail segments in which we specialize include apparel, arts and crafts, department stores, discount stores, drug / health and beauty, electronics, footwear, grocery stores, hardware / home improvement, home goods and linens, jewelry, office / party supplies, specialty stores, and sporting goods.

We also provide wholesale and industrial auction services and customized disposition programs to a wide range of clients.

Riley Real Estate

Our Real Estate clients include real property owners and tenants in a wide variety of sectors and include both healthy and distressed businesses.

Riley Principal Investments

Riley Principal Investments serves businesses seeking capital investment, including debt or equity financing.

United Online

Our Internet access services are available to customers, which are primarily comprised of individuals, in more than 12,000 cities across the U.S.

Generally, our Internet access customers also subscribe to value-added features that include antivirus software and enhanced email storage.

Our advertising customers primarily include business customers that market products and services over the Internet.

magicJack provides

complete phone service for home, enterprise and while traveling for retailers, wholesalers or directly to customer over the period

associated with the access right period.

The Company provides customers with an ability to make and receive telephone calls through

their smart phones, add a second phone number to their smart phone and purchase prepaid minutes to place telephone calls through

the magicJack device or mobile apps to locations outside of the U.S.

brand investment portfolio focuses on generating revenue through the licensing of trademarks.

Company holds a majority ownership interest in BR Brand, which owns the assets and intellectual property related to licenses of

Catherine Malandrino, English Laundry, Joan Vass, Kensie Girl, Limited Too and Nanette Lepore as well as an investment

in the Hurley Brand with Bluestar Alliance LLC (“Bluestar”).

The Company intends to grow licensing revenue from the

brand holdings in partnership with Bluestar by leveraging its extensive relationships and strategic partnerships in the retail

The Company intends to pursue future acquisitions of consumer brands, intellectual property, trademarks and licenses, and

participate in select transactions as an equity owner.

Riley Securities,

magicJack provides complete phone service for home, enterprise and while traveling for retailers, wholesalers or directly to customer over the period associated with the access right period.

The Company provides customers with an ability to make and receive telephone calls through their smart phones, add a second phone number to their smart phone and purchase prepaid minutes to place telephone calls through the magicJack device or mobile apps to locations outside of the U.S.

Marconi Wireless

Our mobile phone services

and products are available to customers, which are primarily comprised of individuals, located throughout the U.S.

The Company obtains

the mobile services it provides to customers from a major mobile carrier.

Our brand investment portfolio focuses on generating revenue through the licensing of trademarks.

The Company holds a majority ownership interest in BR Brand, which owns the assets and intellectual property related to licenses of six brands:

Catherine Malandrino, English Laundry, Joan Vass, Kensie Girl, Limited Too and Nanette Lepore as well as an investment in the Hurley and Justice Brands with Bluestar Alliance LLC (“Bluestar”).

The Company intends to grow licensing revenue from the brand holdings in partnership with Bluestar by leveraging its extensive relationships and strategic partnerships in the retail sector.

The Company intends to pursue future acquisitions of consumer brands, intellectual property, trademarks and licenses, and participate in select transactions as an equity owner.

Riley Securities, B.

Riley Capital Management, B.

Riley Wealth Management and B.

Riley Advisory Services

We face intense competition

for our Capital Markets services.

Riley Wealth Management and National, and B.

Riley Advisory

We face intense competition for our Capital Markets services.

Since the mid-1990s, there has been substantial consolidation among U.S.

and global financial

institutions.

In particular, a number of large commercial banks, insurance companies and other diversified financial services firms

have merged with other financial institutions or have established or acquired broker-dealers.

During 2008, the failure or near-collapse

of a number of very large financial institutions led to the acquisition of several of the most sizeable U.S.

investment banking

firms, consolidating the financial industry to an even greater extent.

Currently, our competitors are other investment banks, bank

holding companies, brokerage firms, merchant banks and financial advisory firms.

Our focus on our target industries also subjects

us to direct competition from a number of specialty securities firms and smaller investment banking boutiques that specialize in

providing services to these industries.

The industry trend

toward consolidation has significantly increased the capital base and geographic reach of many of our competitors.

Our larger and

better-capitalized competitors may be better able than we are to respond to changes in the investment banking industry, to recruit

and retain skilled professionals, to finance acquisitions, to fund internal growth and to compete for market share generally.

of these firms have the ability to offer a wider range of products than we do, including loans, deposit-taking and insurance, in

addition to brokerage, asset management and investment banking services, all of which may enhance their competitive position relative

These firms also have the ability to support investment banking and securities products with commercial banking, insurance

and other financial services revenues in an effort to gain market share, which could result in downward pricing pressure in our

In particular, the trend in the equity underwriting business toward multiple book runners and co-managers has increased

the competitive pressure in the investment banking industry and has placed downward pressure on average transaction fees.

As we seek to expand

our asset management business, we face competition in the pursuit of investors for our investment funds, in the identification

and completion of investments in attractive portfolio companies or securities, and in the recruitment and retention of skilled

asset management professionals.

Other Business

We also face intense

competition in our other service areas.

While some competitors are unique to specific service offerings, some competitors cross

multiple service offerings.

A number of companies provide services or products to the Retail Solutions and real estate markets,

and existing and potential clients can, or will be able to, choose from a variety of qualified service providers.

Some of our competitors

may even be able to offer discounts or other preferred pricing arrangements.

In a cost-sensitive environment, such arrangements

may prevent us from acquiring new clients or new engagements with existing clients.

Some of our competitors may be able to negotiate

secure alliances with clients and affiliates on more favorable terms, devote greater resources to marketing and promotional campaigns

or to the development of technology systems than us.

In addition, new technologies and the expansion of existing technologies with

respect to the online auction business may increase the competitive pressures on us.

We must also compete for the services of skilled

professionals.

There can be no assurance that we will be able to compete successfully against current or future competitors, and

competitive pressures we face could harm our business, operating results and financial condition.

We face competition

for our retail services from traditional liquidators as well as Internet-based liquidators such as overstock.com and eBay.

wholesale and industrial services competitors include traditional auctioneers and fixed site auction houses that may specialize

in particular industries or geographic regions as well as other large, prestigious or well-recognized auctioneers.

competition and pricing pressure from the internal remarketing groups of our clients and potential clients and from companies that

may choose to liquidate or auction assets and/or excess inventory without assistance from service providers like us.

We face competition

for our Retail Solutions businesses from large accounting, consulting and other professional service firms as well as other valuation,

financial consulting and advisory firms.

We face competition for our Real Estate Services from large real estate brokerage and

advisory firms.

and global financial institutions.

In particular, a number of large commercial banks, insurance companies and other diversified financial services firms have merged with other financial institutions or have established or acquired broker-dealers.

During 2008, the failure or near-collapse of a number of very large financial institutions led to the acquisition of several of the most sizeable U.S.

investment banking firms, consolidating the financial industry to an even greater extent.

Currently, our competitors are other investment banks, bank holding companies, brokerage firms, merchant banks and financial advisory firms.

Our focus on our target industries also subjects us to direct competition from a number of specialty securities firms and smaller investment banking boutiques that specialize in providing services to these industries.

The industry trend toward consolidation has significantly increased the capital base and geographic reach of many of our competitors.

Our larger and better-capitalized competitors may be better able than we are to respond to changes in the investment banking industry, to recruit and retain skilled professionals, to finance acquisitions, to fund internal growth and to compete for market share generally.

Many of these firms have the ability to offer a wider range of products than we do, including loans, deposit-taking and insurance, in addition to brokerage, asset management and investment banking services, all of which may enhance their competitive position relative to us.

These firms also have the ability to support investment banking and securities products with commercial banking, insurance and other financial services revenues in an effort to gain market share, which could result in downward pricing pressure in our businesses.

In particular, the trend in the equity underwriting business toward multiple book runners and co-managers has increased the competitive pressure in the investment banking industry and has placed downward pressure on average transaction fees.

As we seek to expand our asset management business, we face competition in the pursuit of investors for our investment funds, in the identification and completion of investments in attractive portfolio companies or securities, and in the recruitment and retention of skilled asset management professionals.

Other Business Lines

We also face intense competition in our other service areas.

While some competitors are unique to specific service offerings, some competitors cross multiple service offerings.

A number of companies provide services or products to the Retail Solutions and real estate markets, and existing and potential clients can, or will be able to, choose from a variety of qualified service providers.

Some of our competitors may even be able to offer discounts or other preferred pricing arrangements.

In a cost-sensitive environment, such arrangements may prevent us from acquiring new clients or new engagements with existing clients.

Some of our competitors may be able to negotiate secure alliances with clients and affiliates on more favorable terms, devote greater resources to marketing and promotional campaigns or to the development of technology systems than us.

In addition, new technologies and the expansion of existing technologies with respect to the online auction business may increase the competitive pressures on us.

We must also compete for the services of skilled professionals.

There can be no assurance that we will be able to compete successfully against current or future competitors, and competitive pressures we face could harm our business, operating results and financial condition.

We face competition for our retail services from traditional liquidators as well as Internet-based liquidators such as overstock.com and eBay.

Our wholesale and industrial services competitors include traditional auctioneers and fixed site auction houses that may specialize in particular industries or geographic regions as well as other large, prestigious or well-recognized auctioneers.

We also face competition and pricing pressure from the internal remarketing groups of our clients and potential clients and from companies that may choose to liquidate or auction assets and/or excess inventory without assistance from service providers like us.

We face competition for our Retail Solutions businesses from large accounting, consulting and other professional service firms as well as other valuation, financial consulting and advisory firms.

We face competition for our Real Estate Services from large real estate brokerage and advisory firms.

United Online

Internet and broadband services is highly competitive.

We compete with numerous providers of broadband services, as well as other

dial-up Internet access providers.

Our principal competitors for broadband services include, among others, local exchange carriers,

wireless and satellite service providers, cable service providers, and broadband resellers.

These competitors include established

providers such as AT&T, Verizon, Sprint and T-Mobile.

Our principal dial-up Internet access competitors include established

online service and content providers, such as AOL and MSN, and independent national Internet service providers, such as EarthLink.

We believe the primary competitive factors in the Internet access industry are speed, price, coverage area, ease of use, scope

of services, quality of service, and features.

Our dial-up Internet access services do not compete favorably with broadband services

with respect to certain of these factors, including, but not limited to, speed.

The principal competitors

for our products and services include the traditional telephone service providers, such as AT&T, Inc., CenturyLink, Inc.

Verizon Communications Inc., which provide telephone service using the public switched telephone network.

Certain of these traditional

providers have also added, or are planning to add, broadband telephone services to their existing telephone and broadband offerings.

We also face, or expect to face, competition from cable companies, such as Cablevision Systems Corp., Charter Communications, Inc.,

Comcast Corporation, Cox Communications, Inc.

and Time Warner Cable (a division of Time Warner Inc.), which offer broadband telephone

services to their existing cable television and broadband offerings.

Further, wireless providers, including AT&T Mobility,

Inc., Sprint Corporation, T-Mobile USA Inc., and Verizon Wireless, Inc.

offer services that some customers may prefer over wireline-based

In the future, as wireless companies offer more minutes at lower prices, their services may become more attractive to

customers as a replacement for broadband or wireline-based phone service.

We face competition

on magicJack device sales from Apple, Samsung, Motorola and other manufacturers of smart phones, tablets and other handheld wireless

Also, we compete against established alternative voice communication providers, such as Vonage, Google Voice, Ooma, and

Skype, which is another non-interconnected voice provider, and may face competition from other large, well-capitalized Internet

market for Internet and broadband services is highly competitive.

We compete with numerous providers of broadband services, as well as other dial-up Internet access providers.

Our principal competitors for broadband services include, among others, local exchange carriers, wireless and satellite service providers, cable service providers, and broadband resellers.

These competitors include established providers such as AT&T, Verizon, Sprint and T-Mobile.

Our principal dial-up Internet access competitors include established online service and content providers, such as AOL and MSN, and independent national Internet service providers, such as EarthLink.

We believe the primary competitive factors in the Internet access industry are speed, price, coverage area, ease of use, scope of services, quality of service, and features.

Our dial-up Internet access services do not compete favorably with broadband services with respect to certain of these factors, including, but not limited to, speed.

magicJack and Marconi

The principal competitors for our products and services include the traditional telephone service providers, such as AT&T, Inc., CenturyLink, Inc.

and Verizon Communications Inc., which provide telephone service using the public switched telephone network.

Certain of these traditional providers have also added, or are planning to add, broadband telephone services to their existing telephone and broadband offerings.

We also face, or expect to face, competition from cable companies, such as Cablevision Systems Corp., Charter Communications, Inc., Comcast Corporation, Cox Communications, Inc.

and Time Warner Cable (a division of Time Warner Inc.), which offer broadband telephone services to their existing cable television and broadband offerings.

Further, wireless providers, including AT&T Mobility, Inc., Sprint Corporation, T-Mobile USA Inc., and Verizon Wireless, Inc.

offer services that some customers may prefer over wireline-based service.

In the future, as wireless companies offer more minutes at lower prices, their services may become more attractive to customers as a replacement for broadband or wireline-based phone service.

We face competition on magicJack device sales from Apple, Samsung, Motorola and other manufacturers of smart phones, tablets and other handheld wireless devices.

Also, we compete against established alternative voice communication providers, such as Vonage, Google Voice, Ooma, and Skype, which is another non-interconnected voice provider, and may face competition from other large, well-capitalized Internet companies.

In addition, we compete with independent broadband telephone service providers.

Our brand investment

portfolio competes with companies that own other brands and trademarks, as these companies could enter into similar licensing arrangements

with retailers and wholesalers in the United States and internationally.

These arrangements could be with our existing retail and

wholesale partners, thereby competing with us for consumer attention and limited floor or rack space in the same stores in which

our branded products are sold and vying with us for the time and resources of the retailers and wholesale licensees that manufacture

and distribute our products.

These companies may be able to respond more quickly to changes in retailer, wholesaler and consumer

preferences and devote greater resources to brand acquisition, development and marketing.

We may not be able to compete effectively

against these companies.

We are subject to

federal and state consumer protection laws, including regulations prohibiting unfair and deceptive trade practices.

numerous states and municipalities regulate the conduct of auctions and the liability of auctioneers.

We and/or our auctioneers

are licensed or bonded in the following states where we conduct, or have conducted, retail, wholesale or industrial asset auctions:

California, Florida, Georgia, Illinois, Massachusetts, Ohio, South Carolina, Texas, Virginia and Washington.

In addition, we are

licensed or obtain permits in cities and/or counties where we conduct auctions, as required.

If we conduct an auction in a state

where we are not licensed or where reciprocity laws do not exist, we will work with an auctioneer of record in such state.

our real estate professionals are licensed in Illinois, California, Florida and Georgia.

When we conduct real estate activities

that require licensure in a state where we are not licensed or where reciprocity laws do not exist, we will work with a broker

of record in such state.

As a participant in

the financial services industry, we are subject to complex and extensive regulation of most aspects of our business by U.S.

and state regulatory agencies, self-regulatory organizations and securities exchanges.

The laws, rules and regulations comprising

the regulatory framework are constantly changing, as are the interpretation and enforcement of existing laws, rules and regulations.

Our brand investment portfolio competes with companies that own other brands and trademarks, as these companies could enter into similar licensing arrangements with retailers and wholesalers in the United States and internationally.

These arrangements could be with our existing retail and wholesale partners, thereby competing with us for consumer attention and limited floor or rack space in the same stores in which our branded products are sold and vying with us for the time and resources of the retailers and wholesale licensees that manufacture and distribute our products.

These companies may be able to respond more quickly to changes in retailer, wholesaler and consumer preferences and devote greater resources to brand acquisition, development and marketing.

We may not be able to compete effectively against these companies.

As a participant in the financial services industry, we are subject to complex and extensive regulation of most aspects of our business by U.S.

federal and state regulatory agencies, self-regulatory organizations and securities exchanges.

The laws, rules and regulations comprising the regulatory framework are constantly changing, as are the interpretation and enforcement of existing laws, rules and regulations.

The effect of any such changes cannot be predicted and may direct the manner of our operations and affect our profitability.

Riley Securities

Riley Wealth Management, our broker-dealer subsidiaries, are subject to regulations governing every aspect of the securities

business, including the execution of securities transactions;

capital requirements;

Our broker-dealer subsidiaries

are subject to regulations governing every aspect of the securities business, including the execution of securities transactions;

requirements;

record-keeping and reporting procedures;

relationships

with customers, including the handling of cash and margin accounts;

relationships with customers, including the handling of cash and margin accounts;

the experience of and training requirements for certain employees;

and business interactions with firms that are not members of regulatory bodies.

Riley Securities

Riley Wealth Management are registered as securities broker-dealers with the SEC and are members of FINRA.

FINRA is a self-regulatory

body composed of members such as our broker-dealer subsidiaries that have agreed to abide by the rules and regulations of FINRA.

FINRA may expel, fine and otherwise discipline member firms and their employees.

Riley Securities and B.

Riley Wealth Management

are licensed as broker-dealers in all 50 states in the U.S., requiring us to comply with the laws, rules and regulations of each

Each state may revoke the license to conduct securities business, fine and otherwise discipline broker-dealers and

their employees.

and business interactions with firms that are not members of regulatory

Our broker-dealer subsidiaries

are registered with the SEC and are members of FINRA.

FINRA is a self-regulatory body composed of members such as our broker-dealer subsidiaries

that have agreed to abide by the rules and regulations of FINRA.

FINRA may expel, fine and otherwise discipline member firms and their

Our broker-dealer subsidiaries are licensed as broker-dealers in all 50 states in the U.S., requiring us to comply with the

laws, rules and regulations of each such state.

Each state may revoke the license to conduct securities business, fine and otherwise discipline

broker-dealers and their employees.

We are also registered with NASDAQ and must comply with its applicable rules.

Riley Securities

Riley Wealth Management are also subject to the SEC’s Uniform Net Capital Rule, Rule 15c3-1, which may limit our ability

to make withdrawals of capital from our broker-dealer subsidiaries.

The Uniform Net Capital Rule sets the minimum level of net

capital a broker-dealer must maintain and also requires that a portion of its assets be relatively liquid.

In addition, B.

Securities and B.

Riley Wealth Management are subject to certain notification requirements related to withdrawals of excess net

We are also subject

to the USA PATRIOT Act of 2001 (the Patriot Act), which imposes obligations regarding the prevention and detection of money-laundering

activities, including the establishment of customer due diligence and customer verification, and other compliance policies and

The conduct of research analysts is also the subject of rule-making by the SEC, FINRA and the federal government through

the Sarbanes-Oxley Act.

These regulations require certain disclosures by, and restrict the activities of, research analysts and

broker-dealers, among others.

Failure to comply with these requirements may result in monetary, regulatory and, in the case of

the USA Patriot Act, criminal penalties.

Our asset management

subsidiaries, B.

Our broker-dealer subsidiaries

are also subject to the SEC’s Uniform Net Capital Rule, Rule 15c3-1, which may limit our ability to make withdrawals of capital

from our broker-dealer subsidiaries.

The Uniform Net Capital Rule sets the minimum level of net capital a broker-dealer must maintain

and also requires that a portion of its assets be relatively liquid.

In addition, our broker-dealer subsidiaries are subject to certain

notification requirements related to withdrawals of excess net capital.

We are also subject to the USA PATRIOT Act of 2001 (the Patriot Act), which imposes obligations regarding the prevention and detection of money-laundering activities, including the establishment of customer due diligence and customer verification, and other compliance policies and procedures.

The conduct of research analysts is also the subject of rule-making by the SEC, FINRA and the federal government through the Sarbanes-Oxley Act.

These regulations require certain disclosures by, and restrict the activities of, research analysts and broker-dealers, among others.

Failure to comply with these requirements may result in monetary, regulatory and, in the case of the USA Patriot Act, criminal penalties.

Our asset management subsidiaries, B.

Riley Capital Management, LLC and B.

Riley Wealth Management, are SEC-registered investment advisers, and accordingly

subject to regulation by the SEC.

Requirements under the Investment Advisors Act of 1940 include record-keeping, advertising and

operating requirements, and prohibitions on fraudulent activities.

UOL is subject to

a number of international, federal, state, and local laws and regulations, including, without limitation, those relating to taxation,

bulk email or “spam,” advertising, user privacy and data protection, consumer protection, antitrust, export, and unclaimed

In addition, proposed laws and regulations relating to some or all of the foregoing, as well as to other areas affecting

our businesses, are continuously debated and considered for adoption in the U.S.

and other countries, and such laws and regulations

could be adopted in the future.

For additional information, see “Risk Factors,” which appears in Item 1A of this Annual

Report on Form 10-K.

In the United States,

magicJack is subject to federal regulation under the rules and regulations of the Federal Communications Commission (“FCC”

or the “Commission”) and various state and local regulations.

magicJack provides broadband telephone services using

VoIP technology and/or services treated as information services by the FCC.

magicJack is also licensed as a Competitive Local Exchange

Carrier (“CLEC”) and is subject to extensive federal and state regulation applicable to CLECs.

The FCC has to date

asserted limited statutory jurisdiction and regulatory authority over the operations and offerings of certain providers of broadband

telephone services, including non-interconnected VoIP.

FCC regulations may now, or may in the future, be applied to magicJack’s

broadband telephone operations.

Other FCC regulations apply to magicJack because it provides international calling capability.

Some of the magicJack’s operations are also subject to regulation by state public utility commissions.

Riley Wealth Management, are SEC-registered investment advisers, and accordingly subject to regulation by the SEC.

Requirements under the Investment Advisors Act of 1940 include record-keeping, advertising and operating requirements, and prohibitions on fraudulent activities.

We are subject to federal and state consumer protection laws, including regulations prohibiting unfair and deceptive trade practices.

In addition, numerous states and municipalities regulate the conduct of auctions and the liability of auctioneers.

We and/or our auctioneers are licensed or bonded in the following states where we conduct, or have conducted, retail, wholesale or industrial asset auctions:

California, Florida, Georgia, Illinois, Massachusetts, Ohio, South Carolina, Texas, Virginia and Washington.

In addition, we are licensed or obtain permits in cities and/or counties where we conduct auctions, as required.

If we conduct an auction in a state where we are not licensed or where reciprocity laws do not exist, we will work with an auctioneer of record in such state.

We and/or our real estate professionals are licensed in Illinois, California, Florida and Georgia.

When we conduct real estate activities that require licensure in a state where we are not licensed or where reciprocity laws do not exist, we will work with a broker of record in such state.

UOL is subject to a number of international, federal, state, and local laws and regulations, including, without limitation, those relating to taxation, bulk email or “spam,” advertising, user privacy and data protection, consumer protection, antitrust, export, and unclaimed property.

In addition, proposed laws and regulations relating to some or all of the foregoing, as well as to other areas affecting our businesses, are continuously debated and considered for adoption in the U.S.

and other countries, and such laws and regulations could be adopted in the future.

For additional information, see “Risk Factors,” which appears in Item 1A of this Annual Report on Form 10-K.

magicJack provides broadband telephone services using VoIP technology as well as resells mobile services.

In the United States, the Federal Communications Commission (“FCC” or the “Commission”) has asserted limited statutory jurisdiction and regulatory authority over the operations and offerings of providers of broadband telephone services, such as magicJack that offer non-interconnected VoIP services.

The scope of the FCC regulations applicable to magicJack’s broadband telephone operations and resold mobile services may change.

Some of magicJack’s operations are also subject to regulation by state public utility commissions.

Human Capital

As of December 31,

2020, we had 996 full time employees who comprise diverse a team, including seasoned experts in our various lines of business.

inception, our human capital focus has been to gather top talent, with the expertise to lead in every sector, creating a

group of collaborative, innovative and independent thinkers who adopt a unique approach to serving our clients and customers.

Management appreciates, and never takes for granted, that without the expertise and dedication of our talented professionals,

our firm would cease to exist.

of December 31, 2021, we had 1,406 full time employees who comprise a diverse team, including seasoned experts in our various

lines of business.

Since our inception, our human capital focus has been to gather top talent, with the expertise to lead in every

sector, creating a group of collaborative, innovative and independent thinkers who adopt a unique approach to serving our clients

and customers.

Management appreciates, and never takes for granted, that without the expertise and dedication of our talented

professionals, our firm would cease to exist.

In that regard, we are dedicated to our people above all else.

We have made a commitment to

provide the direction, support and resources needed for our team members to succeed both professionally and personally.

An entrepreneurial

spirit is the epitome of the B.

We have made a

commitment to provide the direction, support and resources needed for our team members to succeed both professionally and

An entrepreneurial spirit is the epitome of the B.

Riley culture.

We thrive in a collaborative environment and our culture is one that empowers

the individual to grow and succeed through mentorship and that celebrates successes.

We work to attract talent that will mesh

with our entrepreneurial, collaborative, and fast-passed environment.

Junior staff members have a unique opportunity to learn

at a rapid pace from accessible leaders who are all recognized experts across several practices and sectors.

In 2019, we launched our Ambassador program

to help build intra and inter-organizational relationships, facilitate collaborative knowledge sharing, and to identify and support

emerging leaders.

Each of our major functional groups hand-pick rising stars to serve as the “face”

of that group.

We thrive in a collaborative environment and our culture is one that empowers the individual to grow and succeed through mentorship and that celebrates successes.

We work to attract talent that will mesh with our entrepreneurial, collaborative, and fast-passed environment.

Junior staff members have a unique opportunity to learn at a rapid pace from accessible leaders who are all recognized experts across several practices and sectors.

In 2019, we launched our Ambassador program to help build intra and inter-organizational relationships, facilitate collaborative knowledge sharing, and to identify and support emerging leaders.

Each of our major functional groups hand-pick rising stars to serve as the “face” of that group.

Ambassadors are selected based on their demonstration that they are highly motivated for growth at the firm.

leadership development program is one example of how we work to provide development opportunities to our employees and expand their

networks within the B.

This leadership development program is one example of how we work to provide development opportunities to our employees and expand their networks within the B.

Riley platform.

We strive to attract a diverse group of candidates within our

firm and support the expansion of diversity within the industries in which we operate.

By participating in targeted job fairs and

similar events we seek out diverse talent to recruit to our firm.

We partner with a nonprofit foundation to develop industry education

programs that support developing diverse leaders as they prepare to embark upon their careers, and we look forward to expanding

We offer competitive compensation and benefits

to support our employees’ wellbeing and reward strong performance.

Our pay for performance compensation philosophy is designed

to reward employees for achievement and to align employee interests with the firm’s long-term growth.

Our benefits program

includes healthcare, wellness initiatives, retirement offerings, paid time off and flexible leave arrangements.

We also offer all

employees access to our employee assistance program, and support flexible employment arrangements, such as remote work that empower

individuals to pursue a work/life balance model that provides personal flexibility while supporting high level of productivity

and client service.

Workplace health and

safety is a vital aspect of running our business.

We believe that safety must always be an integral part of any function or service

performed, and the protection of our employees, visitors and event attendees is our utmost priority.

We have a business continuity

plan in place that allow us to respond to threats to our health and safety, while ensuring that we can

continue to provide quality service to our clients and shareholders at all times.

During the COVID-19 pandemic that erupted in

early 2020, we adopted a work-from-home policy for our professionals designed to safeguard our employees’ health and safety

without a disruption to client service.

We strive to attract a diverse group of candidates within our firm and support the expansion of diversity within the industries in which we operate.

By participating in targeted job fairs and similar events we seek out diverse talent to recruit to our firm.

We partner with a nonprofit foundation to develop industry education programs that support developing diverse leaders as they prepare to embark upon their careers, and we look forward to expanding our efforts.

We offer competitive compensation and benefits to support our employees’ wellbeing and reward strong performance.

Our pay for performance compensation philosophy is designed to reward employees for achievement and to align employee interests with the firm’s long-term growth.

Our benefits program includes healthcare, wellness initiatives, retirement offerings, paid time off and flexible leave arrangements.

We also offer all employees access to our employee assistance program, and support flexible employment arrangements, such as remote work that empower individuals to pursue a work/life balance model that provides personal flexibility while supporting high level of productivity and client service.

Workplace health and safety is a vital aspect of running our business.

We believe that safety must always be an integral part of any function or service performed, and the protection of our employees, visitors and event attendees is our utmost priority.

We have a business continuity plan in place that allow us to respond to threats to our health and safety, while ensuring that we can continue to provide quality service to our clients and shareholders at all times.

During the COVID-19 pandemic that began in early 2020, we adopted a work-from-home policy for our professionals designed to safeguard our employees’ health and safety without a disruption to client service, which has, periodically, required personnel to work from home during acute phases of the pandemic, and has otherwise permitted a voluntary return to the office based on local conditions.

We continuously monitor the evolution of the COVID-19 pandemic as it affects our personnel.

Available Information

were incorporated in Delaware in May 2009.

We were incorporated in Delaware in May 2009.

We maintain a website at www.brileyfin.com .

The information on our website is

not a part of, or incorporated in, this Annual Report.

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current

reports on Form 8-K, proxy and information statements, among other reports and filings, with the SEC, and make available, free

of charge, on or through our website, such reports and filings and amendments thereto filed or furnished pursuant to Section 13(a)

or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable

after we electronically file such material with, or furnish it to, the SEC.

The public may obtain copies of these reports and

filings and any amendments thereto at the SEC’s Internet site, www.sec.gov .

Our Board has adopted a Code of

Business Conduct and Ethics that applies to all of our directors, officers and employees.

The Code of Business Conduct and Ethics

is available for review on our website at http://ir.brileyfin.com/corporate-governance .

Each of our directors, employees

and officers, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, and all of our other

principal executive officers, are required to comply with the Code of Business Conduct and Ethics.

changes to or waiver of our Code of Business Conduct and Ethics for senior financial officers, executive officers or Directors

will be posted on that website.

The information on our website is not a part of, or incorporated in, this Annual Report.

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements, among other reports and filings, with the SEC, and make available, free of charge, on or through our website, such reports and filings and amendments thereto filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

The public may obtain copies of these reports and filings and any amendments thereto at the SEC’s Internet site, www.sec.gov .

Our Board has adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees.

The Code of Business Conduct and Ethics is available for review on our website at http://ir.brileyfin.com/corporate-governance .

Each of our directors, employees and officers, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, and all of our other principal executive officers, are required to comply with the Code of Business Conduct and Ethics.

Any changes to or waiver of our Code of Business Conduct and Ethics for senior financial officers, executive officers or Directors will be posted on that website.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business