BRC Group Holdings, Inc. 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain a system of disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that is designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Under the supervision and with the participation of our management, including our Co-Chief Executive Officers and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act. Based upon the foregoing evaluation, our Co-Chief Executive Officers and our Chief Financial Officer concluded that as of December 31, 2022 our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described in the Report of Management on Internal Control over Financial Reporting. Changes in Internal Control over Financial Reporting During the year ended December 31, 2022, we acquired Targus Cayman Holdco Limited (“Targus”), Atlantic Coast Fibers, LLC (“ACR”), BullsEye Telecom (“BullsEye”) and Lingo Management, LLC (“Lingo”). We are in the process of integrating these acquisitions and will be conducting an evaluation of internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002. Excluding the above mentioned acquisitions, there have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to which this report relates that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Report of Management on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Under the supervision and with the participation of management, including our Co-Chief Executive Officers and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2022. Management has excluded from its assessment of internal controls over financial reporting as of December 31, 2022 the internal control over financial reporting of the Targus, ACR, BullsEye, and Lingo and their subsidiaries. These acquisitions’ total assets and total revenues represents 6.6% and 18.3%, respectively, of our related consolidated financial statements amounts as of and for the year ended December 31, 2022. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022, using criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded there is a material weakness in internal controls over financial reporting as December 31, 2022, related to: 79 Table of Contents • The Company identified a material weakness relating to the operating effectiveness of management's review controls over key assumptions that are utilized to determine the fair value of intangible assets for new acquisitions and the fair value of reporting units in the Company’s assessment of goodwill impairment. • The Company identified a material weakness relating to the operating effectiveness of management's review controls over the income tax provision such that management's review procedures were not operating at a level of precision to prevent or detect a potential material misstatement in the consolidated statements. • The Company identified a material weakness relating to the operating effectiveness of management’s review controls over the presentation and classification of dividend income and realized and unrealized gains (losses) on certain equity securities. Remediation The Company’s material weaknesses relating to the operating effectiveness of management's review controls over key assumptions that are utilized to determine the fair value of intangible assets for new acquisitions and the fair value of reporting units and management’s review controls over the income tax provision described above did not result in a material adjustment to the Company’s consolidated financial statements. The Company’s material weakness for presentation and classification of dividend income and realized and unrealized gains (losses) on certain equity securities resulted in the correction to reclassify certain revenue amounts to other income in the consolidated statement of operations and did not result in changes to the balance sheet, statement of equity, statement of cash flows, net income (loss) or earnings per share as previously reported. Management continues to implement measures designed to ensure that the control deficiency contributing to the material weakness is remediated, such that the controls are designed, implemented, and operating effectively. The remediation actions include the enhancement of control activity evidence, improvement of the precision level of management review controls, and reclassification of dividend income and realized and unrealized gains (losses) on certain equity securities. We believe that these actions will remediate the material weakness. The weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of this material weakness will be completed prior to the end of fiscal 2023. Our independent registered public accounting firm, Marcum LLP, has audited the consolidated financial statements and has issued an adverse attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2022, as stated in their report which is included in the Financial Statements of this Annual Report on Form 10-K. Item 9B. OTHER INFORMATION None. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 80 Table of Contents PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information called for by this item is hereby incorporated by reference from our definitive Proxy Statement relating to the 2023 Annual Meeting of Stockholders, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days of December 31, 2022. Item 11. EXECUTIVE COMPENSATION The information called for by this item is hereby incorporated by reference from our definitive Proxy Statement relating to the 2023 Annual Meeting of Stockholders, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days of December 31, 2022. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information called for by this item is hereby incorporated by reference from our definitive Proxy Statement relating to the 2023 Annual Meeting of Stockholders, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days of December 31, 2022. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information called for by this item is hereby incorporated by reference from our definitive Proxy Statement relating to the 2023 Annual Meeting of Stockholders, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days of December 31, 2022. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information called for by this item is hereby incorporated by reference from our definitive Proxy Statement relating to the 2023 Annual Meeting of Stockholders, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days of December 31, 2022. 81 Table of Contents PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: 1. Financial Statements. The Company’s Consolidated Financial Statements required to be filed in the Annual Report on the Form 10-K and the notes thereto, together with the report of the independent auditors on those Consolidated Financial Statements and the effectiveness of internal control over financial reporting of the Company, are hereby filed as part of this report, beginning on page 91. 2. Financial Statement Schedules. Financial Statement Schedules other than those listed above have been omitted because they are either not applicable or the information is otherwise included in the consolidated financial statements or the notes thereto. (b) Exhibits and Index to Exhibits, below. (c) Exhibit Index Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation, as amended, dated as of August 17, 2015. 10-Q 3.1 8/3/2018 3.2 Amended and Restated Bylaws, dated as of November 6, 2014. 10-Q 3.6 11/6/2014 3.3 Amendment to Amended and Restated Bylaws of B. Riley Financial, Inc., dated April 3, 2019. 8-K 3.1 4/9/2019 3.4 Certificate of Designation designating the 6.875% Series A Cumulative Perpetual Preferred Stock of B. Riley Financial, Inc. 8-K 3.1 10/7/2019 3.5 Certificate of Designation designating the 7.375% Series B Cumulative Perpetual Preferred Stock of B. Riley Financial, Inc. 8-K 3.1 9/4/2020 4.1 Form of common stock certificate. 10-K 4.1 3/30/2015 4.2 Base Indenture, dated as of November 2, 2016, by and between the registrant and U.S. Bank National Association, as Trustee. 8-K 4.1 11/2/2016 4.3 Second Supplemental Indenture, dated as of May 31, 2017, by and between the registrant and U.S. Bank National Association, as Trustee. 8-K 4.1 5/31/2017 4.4 Form of 7.50% Senior Note due 2027 (included in Exhibit 4.3). 8-K 4.1 5/31/2017 4.5 Third Supplemental Indenture, dated as of December 13, 2017, by and between the registrant and U.S. Bank National Association, as Trustee. 8-K 4.1 12/13/2017 4.6 Form of 7.25% Senior Note due 2027 (included in Exhibit 4.5). 8-K 4.1 12/13/2017 82 Table of Contents Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date 4.7 Fourth Supplemental Indenture, dated as of May 17, 2018, by and between the registrant and U.S. Bank National Association, as Trustee. 8-K 4.1 5/17/2018 4.8 Form of 7.375% Senior Note due 2023 (included in Exhibit 4.7). 8-K 4.2 5/17/2018 4.9 Fifth Supplemental Indenture, dated as of September 11, 2018, by and between the registrant and U.S. Bank National Association, as Trustee. 8-K 4.1 9/11/2018 4.10 Form of 6.875% Senior Note due 2023 (included in Exhibit 4.9). 8-K 4.2 9/11/2018 4.11 Second Supplemental Indenture, dated as of September 23, 2019, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. 8-K 4.3 9/23/2019 4.12 Form of 6.50% Senior Note due 2026 (included in Exhibit 4.11). 8-K 4.4 9/23/2019 4.13 Deposit Agreement, dated October 7, 2019, among B. Riley Financial, Inc., Continental Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts, with respect to B. Riley Financial, Inc.’s 6.875% Series A Cumulative Perpetual Preferred Stock. 8-K 4.1 10/7/2019 4.14 Form of Specimen Certificate representing the 6.875% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, of B. Riley Financial, Inc. 8-K 4.2 10/7/2019 4.15 Form of Depositary Receipt. 8-K 4.3 10/7/2019 4.16 Third Supplemental Indenture, dated as of February 12, 2020, by and between the Company and The Bank of New York Mellon Trust Company National Association, as Trustee. 8-K 4.4 2/12/2020 4.17 Form of 6.375% Senior Note due 2025 (included in Exhibit 4.16). 8-K 4.4 2/12/2020 4.18 Deposit Agreement, dated September 4, 2020, among B. Riley Financial, Inc., Continental Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts, with respect to B. Riley Financial, Inc.’s 7.375% Series B Cumulative Perpetual Preferred Stock 8-K 4.1 9/4/2020 4.19 Form of Specimen certificate representing the 7.375% Series B Cumulative Perpetual Preferred Stock, par value $0.0001 per share, of B. Riley Financial, Inc. 8-K 4.2 9/4/2020 4.20 Form of Depositary Receipt. 8-K 4.3 9/4/2020 83 Table of Contents Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date 4.21 Fourth Supplemental Indenture, dated as of January 25, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee 8-K 4.5 1/25/2021 4.22 Form of 6.00% Senior Note due 2028 8-K 4.6 1/25/2021 4.23 Fifth Supplemental Indenture, dated as of March 29, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee 8-K 4.6 3/29/2021 4.24 Form of 5.50% Senior Note due 2026 8-K 4.7 3/29/2021 4.25 Sixth Supplemental Indenture, dated as of August 6, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee 8-K 4.7 8/6/2021 4.26 Form of 5.25% Senior Note due 2028 8-K 4.8 8/6/2021 4.27 Seventh Supplemental Indenture, dated as of December 3, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee 8-K 4.8 12/3/2021 4.28 Form of 5.00% Senior Note due 2026 8-K 4.9 12/3/2021 4.29* Description of Registered Securities 10.1 Security Agreement, dated as of October 21, 2008, by and between Great American Group WF, LLC and Wells Fargo Bank, National Association (Successor to Wells Fargo Retail Finance, LLC). 10-Q 10.8 8/31/2009 10.2 Escrow Agreement, dated as of July 31, 2009, by and among Alternative Asset Management Acquisition Corp., the registrant, Andrew Gumaer, as the Member Representative, and Continental Stock Transfer & Trust Company. 8-K 10.6 8/6/2009 10.3# Form of Director and Officer Indemnification Agreement. 8-K 10.11 8/6/2009 10.4 Loan and Security Agreement (Accounts Receivable & Inventory Line of Credit), dated as of May 17, 2011, by and between BFI Business Finance and Great American Group Advisory & Valuation Services, LLC. 8-K 10.1 5/26/2011 10.5 Second Amended and Restated Credit Agreement, dated as of July 15, 2013, by and between Great American Group WF, LLC and Wells Fargo Bank, National Association. 8-K 10.1 7/19/2013 84 Table of Contents Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date 10.6 Third Amended and Restated Guaranty, dated as of July 15, 2013, by and between the registrant and Great American Group, LLC, in favor of Wells Fargo Bank, National Association. 8-K 10.2 7/19/2013 10.7 Uncommitted Liquidation Finance Agreement, dated as of March 19, 2014, by and among GA Asset Advisors Limited, each special purpose vehicle affiliated to GA Asset Advisors Limited which accedes to such agreement, and Burdale Financial Limited. 8-K 10.1 3/25/2014 10.8 Master Guarantee and Indemnity, dated as of March 19, 2014, by and among GA Asset Advisors Limited, the registrant, Great American Group, LLC, Great American Group WF, LLC, Burdale Financial Limited and Wells Fargo Bank, National Association. 8-K 10.2 3/25/2014 10.9 First Amendment to Credit Agreement and Limited Consent and Waiver, dated as of May 28, 2014, by and among Wells Fargo Bank, National Association, Great American Group WF, LLC, Great American Group, Inc. and Great American Group, LLC. 10-Q 10.8 8/14/2014 10.10 Third Amendment to Credit Agreement, dated as of February 5, 2015, by and between Great American Group WF, LLC and Wells Fargo Bank, National Association. 10-Q 10.7 5/7/2015 10.11 Fourth Amendment to Credit Agreement, dated as of February 19, 2015, by and between Great American Group WF, LLC, GA Retail, Inc. and Wells Fargo Bank, National Association. 10-Q 10.8 5/7/2015 10.12# Amended and Restated 2009 Stock Incentive Plan. 10-Q 10.1 8/11/2015 10.13# Amended and Restated 2009 Stock Incentive Plan – Form of Restricted Stock Unit Agreement. 10-Q 10.2 8/11/2015 10.14# Amended and Restated 2009 Stock Incentive Plan – Stock Bonus Program and Form of Stock Bonus Award Agreement. 10-Q 10.3 8/11/2015 10.15# B. Riley Financial, Inc. Management Bonus Plan. 8-K 10.1 8/18/2015 10.16 Fifth Amendment to Credit Agreement, dated June 10, 2016, by and among Great American Group WF, LLC, GA Retail, Inc. and Wells Fargo Bank, National Association. 10-Q 10.1 8/5/2016 10.17 Sixth Amendment and Joinder under Credit Facility among Great American Group WF, LLC and Wells Fargo Bank, National Association as Lender October 5, 2016. 10-Q 10.1 11/14/2016 10.18 Seventh Amendment to Credit Agreement, dated as of April 21, 2017, by and among Great American Group WF, LLC, GA Retail, Inc., GA Retail Canada, ULC, Wells Fargo Bank, National Association and Wells Fargo Capital Finance Corporation Canada. 8-K 10.1 4/27/2017 85 Table of Contents Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date 10.19 Warrant Agreement, dated as of July 3, 2017, by and between the registrant and Continental Stock Transfer & Trust Company. 8-K 10.1 7/5/2017 10.20# Registration Rights Agreement, dated as of July 3, 2017, by and among the registrant and the persons listed on the signature pages thereto. 8-K 10.4 7/5/2017 10.21# Employment Agreement, dated as of January 1, 2018, by and between the registrant and Bryant R. Riley. 8-K 10.1 1/5/2018 10.22# Employment Agreement, dated as of January 1, 2018, by and between the registrant and Thomas J. Kelleher. 8-K 10.2 1/5/2018 10.23# Employment Agreement, dated as of January 1, 2018, by and between the registrant and Phillip J. Ahn. 8-K 10.4 1/5/2018 10.24# Employment Agreement, dated as of January 1, 2018, by and between the registrant and Alan N. Forman. 10-K 10.42 3/14/2018 10.25 Debt Conversion and Purchase and Sale Agreement, dated January 12, 2018, by and among the registrant, bebe stores, inc. and The Manny Mashouf Living Trust. 8-K 10.1 1/16/2018 10.26# Employment Agreement, dated as of July 10, 2018, by and between the registrant and Kenneth M. Young. 8-K 10.1 7/16/2018 10.27# Employment Agreement, dated as of July 10, 2018, by and between B. Riley FBR, Inc. and Andrew Moore. 8-K 10.2 7/16/2018 10.28# Amendment No. 1 to Employment Agreement, dated as of July 10, 2018, by and between the registrant and Bryant R. Riley. 8-K 10.3 7/16/2018 10.29# Amendment No. 1 to Employment Agreement, dated as of July 10, 2018, by and between the registrant and Thomas Kelleher. 8-K 10.4 7/16/2018 10.30# 2018 Employee Stock Purchase Plan. 8-K 10.1 7/31/2018 10.31 Credit Agreement, dated December 19, 2018. 8-K 10.1 12/27/2018 10.32 First Amendment to Credit Agreement and Joinder, dated February 1, 2019 8-K 10.2 2/7/2019 10.33 Second Amendment to Credit Agreement, dated December 31, 2020 8-K 10.1 1/6/2021 10.34 Security and Pledge Agreement, dated December 19, 2018. 8-K 10.2 12/27/2018 86 Table of Contents Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date 10.35 Unconditional Guaranty and Pledge Agreement by B. Riley Principal Investments, LLC, dated December 19, 2018. 8-K 10.3 12/27/2018 10.36 Unconditional Guaranty by the registrant, dated December 19, 2018. 8-K 10.3 12/27/2018 10.37# Amendment to Amended and Restated 2009 Stock Incentive Plan. 10-Q 10.4 11/1/2019 10.38 Form of Restricted Stock Unit Award Agreement (Time-Vesting) under the B. Riley Financial, Inc. 2021 Stock Incentive Plan. 8-K 10.01 5/28/2021 10.39 B. Riley Financial, Inc. 2021 Stock Incentive Plan, incorporated by reference to Appendix A to the Company’s definitive proxy statement, dated April 20, 2021 filed with the Securities and Exchange Commission. 8-K 10.01 6/3/2021 10.40 Credit agreement, dated June 23, 2021, among B. Riley Financial, Inc., BR Financial Holdings, LLC, BR Advisory & Investments, LLC, each of the lenders from time to time parties thereto, Nomura Corporate Funding Americas, LLC, and Wells Fargo Bank, N.A. 8-K 10.1 6/25/2021 10.41 Master Receivables Purchase Agreement, dated as of December 20, 2021, between B. Riley Receivables, LLC and W.S. Badcock Corporation 8-K 10.1 12/22/2021 10.42 Servicing Agreement, dated as of December 20, 2021, between B. Riley Receivables, LLC and W.S. Badcock Corporation 8-K 10.2 12/22/2021 10.43 Form of Director and Officer Indemnification Agreement 8-K 10.3 12/22/2021 10.44 Third Amendment to Credit Agreement, dated as of December 16, 2021. 10-K 10.44 2/25/2022 10.45 Second Incremental Amendment to Credit Agreement, dated as of December 17, 2021. 10-K 10.45 2/25/2022 10.46# PRSU Grant Agreement 10-K 10.46 2/25/2022 10.47 Third Amended and Restated Credit Agreement, dated as of April 20, 2022, by and among B. Riley Retail Solutions WF, LLC, B. Riley Retail, Inc., B. Riley Retail Canada, ULC, Wells Fargo Bank, National Association and Wells Fargo Capital Finance Corporation Canada 8-K 10.1 4/25/2022 10.48 Fourth Amendment to Credit Agreement, dated as of June 21, 2022 10-Q 10.1 7/29/2022 14.1 B. Riley – Code of Business Conduct and Ethics_022321 8-K 14.1 3/01/2021 87 Table of Contents Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date 21.1* Subsidiary List 23.1* Consent of Marcum LLP 31.1* Certification of Co-Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 31.2* Certification of Co-Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 31.3* Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 32.1** Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.3** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). _________________________________ * Filed herewith. ** Furnished herewith. + Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedules to the Securities and Exchange Commission upon request. # Management contract or compensatory plan or arrangement. 88 Table of Contents § The Company has omitted certain information contained in this exhibit pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and, if publicly disclosed, would likely cause competitive harm to the Company. Certain schedules and annexes to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or annex will be furnished to the U.S. Securities and Exchange Commission or its staff upon request. ^ Pursuant to Item 601(b)(10) of Regulation S-K, certain annexes to the agreement have not been filed herewith. The registrant agrees to furnish supplementally a copy of any omitted annex to the Securities and Exchange Commission upon request. Item 16. FORM 10-K SUMMARY None. 89 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. B. Riley Financial, Inc. Date: March 15, 2023 /s/ PHILLIP J. AHN (Phillip J. Ahn, Chief Financial Officer and Chief Operating Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated: Signature Title Date /s/ BRYANT R. RILEY Co-Chief Executive Officer Chairman of the Board March 15, 2023 (Bryant R. Riley) (Principal Executive Officer) /s/ THOMAS J. KELLEHER Co-Chief Executive Officer Director March 15, 2023 (Thomas J. Kelleher) /s/ PHILLIP J. AHN Chief Financial Officer Chief Operating Officer March 15, 2023 (Phillip J. Ahn) (Principal Financial Officer) /s/ HOWARD E. WEITZMAN Chief Accounting Officer (Principal Accounting Officer) March 15, 2023 (Howard E. Weitzman) /s/ ROBERT L. ANTIN Director March 15, 2023 (Robert L. Antin) /s/ ROBERT D’AGOSTINO Director March 15, 2023 (Robert D’Agostino) /s/ TAMMY BRANDT Director March 15, 2023 (Tammy Brandt) /s/ RENÉE E. LABRAN Director March 15, 2023 (Renée E. LaBran) /s/ RANDALL E. PAULSON Director March 15, 2023 (Randall E. Paulson) /s/ MICHAEL J. SHELDON Director March 15, 2023 (Michael J. Sheldon) /s/ MIMI K. WALTERS Director March 15, 2023 (Mimi K. Walters) 90 Table of Contents B. RILEY FINANCIAL, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688 ) 92 Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting 94 Consolidated Balance Sheets 96 Consolidated Statements of Operations 97 Consolidated Statements of Comprehensive (Loss) Income 98 Consolidated Statements of Equity 99 Consolidated Statements of Cash Flows 100 Notes to Consolidated Financial Statements 102 91 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of B. Riley Financial, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of B. Riley Financial, Inc. and Subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive (loss) income, equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2022, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated March 15, 2023, and expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of the existence of material weaknesses. Restatement of Previously Issued Financial Statements As discussed in Note 2 to the financial statements, the Company has restated its financial statements for the years ended December 31, 2021 and 2020 to correct misstatements. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Accounting for acquisition of Intangible Assets in Business Combinations Description of the Matter As discussed in Note 4 of the financial statements, the Company completed acquisitions of several entities. These transactions were accounted for as business combinations and the total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their respective fair values. The acquired intangible assets included approximately $137 million in customer relationships, $16 million in internally developed software and other intangibles and $52 million in trademarks and tradenames. The significant assumptions used to estimate the fair value of the intangible assets included future operating performance and projected cash flows, growth rates, attrition rates, royalty rates and discount rates. 92 Table of Contents How We Addressed the Matter in Our Audit The primary procedures we performed to address this critical audit matter included: • Obtained an understanding, evaluated the design and implementation, and tested the operating effectiveness of controls over the Company’s accounting for acquisitions, including the valuation of identifiable intangible assets. We considered the material weakness relating to management’s review controls in determining the nature, timing and extent of audit tests applied in our audit. • Evaluated the Company's selection of the valuation methodologies and significant assumptions used by the Company in the valuation of the intangible assets, and the reasonableness of significant assumptions and estimates. • Involved firm employed valuation specialists to assist with our evaluation of the methodologies used by the Company and significant assumptions included in the fair value estimates. • Evaluated the assumptions utilized in the prospective financial information included in the fair value estimates. • Tested the mathematical accuracy of the models used to determine the fair values of assets acquired. Valuation of Level 3 Investments Description of the Matter The Company estimates the fair value of Level 3 investments, which includes equity securities and loans receivable. At December 31, 2022, the Company reported equity securities and loans receivable of approximately $368 million and $702 million, respectively. Management uses judgment to determine the significant assumptions and valuation methodologies used in valuation models to record financial assets at their fair value using Level 3 inputs. These Level 3 inputs are unobservable, supported by little or no market activity, and are significant to the fair value of Level 3 investments. Evaluating management’s significant assumptions and valuation methodologies to determine the fair value of Level 3 investments was complex and required judgment, particularly when evaluating Level 3 inputs such as discount rates, projected EBITDA, multiples of EBITDA, multiples of sales, market price of related securities, market interest rates and expected annualized volatility rates. These significant assumptions are affected by expectations about future economic and industry factors as well as estimates of the investee’s future growth. How We Addressed the Matter in Our Audit Our audit procedures related to the valuation of Level 3 investments to address this critical audit matter included the following: • We obtained an understanding of the control environment, evaluating the design effectiveness, and testing the operating effectiveness of controls over the Company’s process to determine significant assumptions and valuation methodologies used in valuation models to record financial assets at their fair value. • With the assistance of firm employed valuation specialists, we evaluated the reasonableness of significant assumptions and valuation methodologies, and tested Level 3 inputs for reasonableness. • Tested the mathematical accuracy of the valuation models used to determine the fair values of Level 3 investments. /s/ Marcum LLP We have served as the Company’s auditor since 2009. Melville, NY March 15, 2023 93 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING To the Shareholders and Board of Directors of B. Riley Financial, Inc. Adverse Opinion on Internal Control over Financial Reporting We have audited B. Riley Financial, Inc. and Subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses described in the following paragraph on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in the “Report of Management on Internal Control over Financial Reporting”: • The Company has a material weakness relating to the operating effectiveness of management's review controls over key assumptions that are utilized to determine the fair value of intangible assets for new acquisitions and the fair value of reporting units in the Company’s assessment of goodwill impairment. • The Company has a material weakness relating to the operating effectiveness of management's review controls over the income tax provision. • The Company has a material weakness relating to the operating effectiveness of management’s review controls over the presentation and classification of dividend income and realized and unrealized gains (losses) on certain equity securities. This resulted in a restatement of previously issued financial statements as discussed in Note 2 of the consolidated financial statements. The material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit for the year ended December 31, 2022 of the consolidated financial statements, and this report does not affect our report dated March 15, 2023 on those consolidated financial statements. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets as of December 31, 2022 and 2021 and the related consolidated statements of operations, comprehensive (loss) income, equity, and cash flows and the related notes for each of the three years in the period ended December 31, 2022 of the Company, and our report dated March 15, 2023 expressed an unqualified opinion on those consolidated financial statements. As described in the Report of Management on Internal Control over Financial Reporting, management has excluded Targus Cayman Holdco Limited, Atlantic Coast Fibers, LLC, BullsEye Telecom, and Lingo Management, LLC and their subsidiaries (“acquired entities”), from its assessment of internal control over financial reporting as of December 31, 2022 because these entities were acquired by the Company in purchase business combinations during 2022. We have also excluded the acquired entities from our audit of internal control over financial reporting. These acquired entities’ combined total assets and total revenues represent approximately 6.6% and 18.3%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022 . Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Report of Management on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in 94 Table of Contents all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that degree of compliance with the policies or procedures may deteriorate. /s/ Marcum LLP Melville , NY March 15, 2023 95 Table of Contents PART IV. FINANCIAL INFORMATION Item 15. Financial Statements. B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Balance Sheets (Dollars in thousands, except par value) December 31, 2022 December 31, 2021 Assets: Assets: Cash and cash equivalents $ 268,618 $ 278,933 Restricted cash 2,308 927 Due from clearing brokers 48,737 29,657 Securities and other investments owned, at fair value 1,129,268 1,532,095 Securities borrowed 2,343,327 2,090,966 Accounts receivable, net 149,110 49,673 Due from related parties 1,081 2,074 Loans receivable, at fair value (includes $ 98,729 and $ 167,744 from related parties as of December 31, 2022 and 2021, respectively) 701,652 873,186 Prepaid expenses and other assets 460,696 463,502 Operating lease right-of-use assets 88,593 56,969 Property and equipment, net 27,141 12,870 Goodwill 512,595 250,568 Other intangible assets, net 374,098 207,651 Deferred income taxes 3,978 2,848 Total assets $ 6,111,202 $ 5,851,919 Liabilities and Equity Liabilities: Accounts payable $ 81,384 $ 6,326 Accrued expenses and other liabilities 322,974 343,750 Deferred revenue 85,441 69,507 Deferred income taxes 29,548 93,055 Due to related parties and partners 2,210 — Due to clearing brokers 19,307 69,398 Securities sold not yet purchased 5,897 28,623 Securities loaned 2,334,031 2,088,685 Operating lease liabilities 99,124 69,072 Notes payable 25,263 357 Revolving credit facility 127,678 80,000 Term loans, net 572,079 346,385 Senior notes payable, net 1,721,751 1,606,560 Total liabilities 5,426,687 4,801,718 Commitments and contingencies (Note 19) Redeemable noncontrolling interests in equity of subsidiaries 178,622 345,000 B. Riley Financial, Inc. stockholders’ equity: Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; 4,545 and 4,512 shares issued and outstanding as of December 31, 2022 and 2021, respectively; liquidation preference of $ 113,615 and $ 112,790 as of December 31, 2022 and 2021, respectively. — — Common stock, $ 0.0001 par value; 100,000,000 shares authorized; 28,523,764 and 27,591,028 shares issued and outstanding as of December 31, 2022 and 2021, respectively. 3 3 Additional paid-in capital 494,201 413,486 (Accumulated deficit) retained earnings ( 45,220 ) 248,862 Accumulated other comprehensive loss ( 2,470 ) ( 1,080 ) Total B. Riley Financial, Inc. stockholders’ equity 446,514 661,271 Noncontrolling interests 59,379 43,930 Total equity 505,893 705,201 Total liabilities and equity $ 6,111,202 $ 5,851,919 The accompanying notes are an integral part of these consolidated financial statements. 96 Table of Contents B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands, except share data) Year Ended December 31, 2022 2021 2020 (As Restated) (As Restated) Revenues: Services and fees $ 895,623 $ 1,153,225 $ 645,906 Trading (loss) income and fair value adjustments on loans ( 202,628 ) 220,545 56,677 Interest income - Loans and securities lending 245,400 122,723 102,499 Sale of goods 142,275 58,205 29,135 Total revenues 1,080,670 1,554,698 834,217 Operating expenses: Direct cost of services 142,455 54,390 60,451 Cost of goods sold 78,647 26,953 12,460 Selling, general and administrative expenses 714,614 906,196 428,537 Restructuring charge 9,011 — 1,557 Impairment of tradenames — — 12,500 Interest expense - Securities lending and loan participations sold 66,495 52,631 42,451 Total operating expenses 1,011,222 1,040,170 557,956 Operating income 69,448 514,528 276,261 Other income (expense): Interest income 2,735 229 564 Dividend income 35,874 19,732 21,163 Realized and unrealized gains (losses) on investments ( 201,079 ) 166,131 47,341 Change in fair value of financial instruments and other 10,188 3,796 — Income (loss) from equity method investments 3,570 2,801 ( 623 ) Interest expense ( 141,186 ) ( 92,455 ) ( 65,249 ) (Loss) income before income taxes ( 220,450 ) 614,762 279,457 Benefit from (provision for) income taxes 63,856 ( 163,960 ) ( 75,440 ) Net (loss) income ( 156,594 ) 450,802 204,017 Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests 3,235 5,748 ( 1,131 ) Net (loss) income attributable to B. Riley Financial, Inc. ( 159,829 ) 445,054 205,148 Preferred stock dividends 8,008 7,457 4,710 Net (loss) income available to common shareholders $ ( 167,837 ) $ 437,597 $ 200,438 Basic (loss) income per common share $ ( 5.95 ) $ 15.99 $ 7.83 Diluted (loss) income per common share $ ( 5.95 ) $ 15.09 $ 7.56 Weighted average basic common shares outstanding 28,188,530 27,366,292 25,607,278 Weighted average diluted common shares outstanding 28,188,530 29,005,602 26,508,397 The accompanying notes are an integral part of these consolidated financial statements. 97 Table of Contents B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive (Loss) Income (Dollars in thousands) Year Ended December 31, 2022 2021 2020 Net (loss) income $ ( 156,594 ) $ 450,802 $ 204,017 Other comprehensive (loss) income: Change in cumulative translation adjustment ( 1,390 ) ( 257 ) 1,165 Other comprehensive (loss) income, net of tax ( 1,390 ) ( 257 ) 1,165 Total comprehensive (loss) income ( 157,984 ) 450,545 205,182 Comprehensive income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests 6,565 5,748 ( 1,131 ) Comprehensive (loss) income attributable to B. Riley Financial, Inc. $ ( 164,549 ) $ 444,797 $ 206,313 The accompanying notes are an integral part of these consolidated financial statements. 98 Table of Contents B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Equity (Dollars in thousands, except share data) Preferred Stock Common Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Loss Noncontrolling Interests Total Equity Shares Amount Shares Amount Balance, January 1, 2019 2,349 $ — 26,972,332 $ 3 $ 323,109 $ 39,536 $ ( 1,988 ) $ 29,591 $ 390,251 Preferred stock issued 1,622 — — — 39,455 — — — 39,455 ESPP shares issued and vesting of restricted stock, net of shares withheld for employer taxes — — 1,358,212 — ( 22,578 ) — — — ( 22,578 ) Common stock repurchased and retired — — ( 2,552,748 ) — ( 48,248 ) — — — ( 48,248 ) Share based payments — — — — 18,588 — — — 18,588 Dividends on common stock ($ 1.325 per share) — — — — — ( 36,894 ) — — ( 36,894 ) Dividends on preferred stock — — — — — ( 4,710 ) — — ( 4,710 ) Net income (loss) — — — — — 205,148 — ( 1,131 ) 204,017 Distributions to noncontrolling interests — — — — — — — ( 2,690 ) ( 2,690 ) Contributions from noncontrolling interests — — — — — — — 604 604 Foreign currency translation adjustment — — — — — — 1,165 — 1,165 Balance, December 31, 2020 3,971 $ — 25,777,796 $ 3 $ 310,326 $ 203,080 $ ( 823 ) $ 26,374 $ 538,960 Common stock issued, net of offering costs — — 1,413,045 — 64,713 — — — 64,713 Preferred stock issued 541 — — — 14,712 — — — 14,712 ESPP shares issued and vesting of restricted stock, net of shares withheld for employer taxes — — 433,182 — ( 9,620 ) — — — ( 9,620 ) Common stock repurchased and retired — — ( 44,650 ) — ( 2,656 ) — — — ( 2,656 ) Warrants exercised — — 11,655 — — — — — — Share based payments — — — — 36,011 — — — 36,011 Dividends on common stock ($ 12.50 per share) — — — — — ( 373,633 ) — — ( 373,633 ) Dividends on preferred stock — — — — — ( 7,457 ) — — ( 7,457 ) Net income — — — — — 445,054 — 5,748 450,802 Remeasurement of B. Riley Principal 150 and 250 Merger Corporations subsidiary temporary equity — — — — — ( 18,182 ) — — ( 18,182 ) Distributions to noncontrolling interests — — — — — — — ( 15,497 ) ( 15,497 ) Contributions from noncontrolling interests — — — — — — — 13,680 13,680 Acquisition of noncontrolling interests — — — — — — — 13,625 13,625 Other comprehensive loss — — — — — — ( 257 ) — ( 257 ) Balance, December 31, 2021 4,512 $ — $ 27,591,028 $ 3 $ 413,486 $ 248,862 $ ( 1,080 ) $ 43,930 $ 705,201 Preferred stock issued 33 — — — 874 — — — 874 ESPP shares issued and vesting of restricted stock and other, net of shares withheld for employer taxes — — 583,624 — ( 10,271 ) — — — ( 10,271 ) Common stock repurchased and retired — — ( 183,257 ) — ( 6,516 ) — — — ( 6,516 ) Shares issued for acquisitions — — 532,369 — 35,648 — — — 35,648 Share based payments — — — — 60,890 — — — 60,890 Share based payments in equity of subsidiary — — — — 125 — — — 125 Vesting of shares in equity of subsidiary — — — — ( 35 ) — — 35 — Dividends on common stock ($ 4.00 per share) — — — — — ( 124,891 ) — — ( 124,891 ) Dividends on preferred stock — — — — — ( 8,008 ) — — ( 8,008 ) Net (loss) income — — — — — ( 159,829 ) — 5,803 ( 154,026 ) Remeasurement of B. Riley Principal 150 and 250 Merger Corporations subsidiary temporary equity — — — — — ( 1,354 ) — — ( 1,354 ) Distributions to noncontrolling interests — — — — — — — ( 11,731 ) ( 11,731 ) Contributions from noncontrolling interests — — — — — — — 21,160 21,160 Acquisition of noncontrolling interests — — — — — — — 182 182 Other comprehensive loss — — — — — — ( 1,390 ) — ( 1,390 ) Balance, December 31, 2022 4,545 $ — 28,523,764 $ 3 $ 494,201 $ ( 45,220 ) $ ( 2,470 ) $ 59,379 $ 505,893 99 Table of Contents The accompanying notes are an integral part of these consolidated financial statements. B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Dollars in thousands) Year Ended December 31, 2022 2021 2020 Cash flows from operating activities: Net (loss) income $ ( 156,594 ) $ 450,802 $ 204,017 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 39,969 25,871 19,369 Provision for doubtful accounts 4,214 1,453 3,385 Share-based compensation 61,140 36,011 18,588 Fair value adjustments 34,871 ( 7,562 ) 21,954 Non-cash interest and other ( 3,204 ) ( 22,322 ) ( 16,810 ) Effect of foreign currency on operations 754 127 ( 460 ) (Income) loss from equity method investments ( 3,570 ) ( 2,801 ) 623 Dividends from equity method investments 4,038 2,136 1,343 Deferred income taxes ( 80,431 ) 61,770 61,619 Impairment of leaseholds and intangibles, lease loss accrual, and gain (loss) on disposal of fixed assets 4,922 ( 137 ) 14,107 Change in fair value of financial instruments and other — ( 6,509 ) — (Gain) loss on extinguishment of debt ( 1,102 ) 6,131 ( 1,556 ) Gain on equity method investment ( 6,790 ) ( 3,544 ) — De-consolidation of BRPM 150 ( 8,294 ) — — Income allocated and fair value adjustment for mandatorily redeemable noncontrolling interests 1,119 857 1,230 Change in operating assets and liabilities: Amounts due to/from clearing brokers ( 69,172 ) 40,628 30,401 Securities and other investments owned 390,635 ( 581,785 ) ( 331,759 ) Securities borrowed ( 252,361 ) ( 1,325,509 ) 48,873 Accounts receivable and advances against customer contracts 6,599 ( 715 ) 18,776 Prepaid expenses and other assets ( 54,273 ) ( 3,737 ) 10,135 Accounts payable, accrued payroll and related expenses, accrued expenses and other liabilities ( 141,328 ) 37,798 31,301 Amounts due to/from related parties and partners 3,925 ( 1,415 ) 3,423 Securities sold, not yet purchased ( 22,726 ) 18,011 ( 31,715 ) Deferred revenue 8,966 ( 3,540 ) 1,530 Securities loaned 245,346 1,328,875 ( 50,685 ) Net cash provided by operating activities 6,653 50,894 57,689 Cash flows from investing activities: Purchases of loans receivable ( 503,146 ) ( 738,909 ) ( 207,466 ) Repayments of loans receivable 574,854 172,119 90,083 Sale of loan receivable to related party — — 1,800 Proceeds from loan participations sold — — 6,900 Repayment of loan participations sold — ( 15,216 ) ( 2,233 ) Acquisition of businesses, net of $ 50,733 and $ 34,942 cash acquired in 2022 and 2021, respectfully ( 261,693 ) ( 28,254 ) ( 1,500 ) 100 Table of Contents Year Ended December 31, 2022 2021 2020 Purchases of property, equipment and intangible assets ( 3,918 ) ( 676 ) ( 2,045 ) Proceeds from sale of property, equipment and intangible assets 2 14 1 Funds received from trust account of subsidiary 172,584 — 320,500 Investment of subsidiaries initial public offering proceeds into trust account — ( 345,000 ) ( 176,750 ) Purchases of equity method investments ( 10,974 ) ( 612 ) ( 7,500 ) Net cash (used in) provided by investing activities ( 32,291 ) ( 956,534 ) 21,790 Cash flows from financing activities: Proceeds from revolving line of credit, net 64,878 80,000 — Repayment of revolving line of credit ( 17,200 ) — — Repayment of asset based credit facility — — ( 37,096 ) Repayment of notes payable ( 530 ) ( 37,610 ) ( 357 ) Payment of participating note payable and contingent consideration — ( 3,714 ) ( 4,250 ) Proceeds from term loan 324,200 300,000 75,000 Repayment of term loan ( 96,228 ) ( 20,684 ) ( 67,266 ) Proceeds from issuance of senior notes 51,601 1,249,083 186,796 Redemption of senior notes — ( 507,348 ) ( 1,829 ) Payment of debt issuance and offering costs ( 8,222 ) ( 33,377 ) ( 9,845 ) Payment for contingent consideration ( 1,776 ) — — ESPP and payment of employment taxes on vesting of restricted stock ( 10,286 ) ( 9,620 ) ( 22,578 ) Common dividends paid ( 119,454 ) ( 347,135 ) ( 38,792 ) Preferred dividends paid ( 8,008 ) ( 7,457 ) ( 4,710 ) Repurchase of common stock ( 6,516 ) ( 2,656 ) ( 48,248 ) Distribution to noncontrolling interests ( 4,208 ) ( 16,542 ) ( 3,826 ) Contributions from noncontrolling interests 21,096 13,680 604 Redemption of subsidiary temporary equity and distributions ( 172,584 ) — ( 318,750 ) Proceeds from initial public offering of subsidiaries — 345,000 175,000 Proceeds from offering common stock — 64,713 — Proceeds from offering preferred stock 874 14,712 39,455 Net cash provided by (used in) financing activities 17,637 1,081,045 ( 80,692 ) (Decrease) increase in cash, cash equivalents and restricted cash ( 8,001 ) 175,405 ( 1,213 ) Effect of foreign currency on cash, cash equivalents and restricted cash ( 933 ) ( 382 ) 1,311 Net (decrease) increase in cash, cash equivalents and restricted cash ( 8,934 ) 175,023 98 Cash, cash equivalents and restricted cash, beginning of year 279,860 104,837 104,739 Cash, cash equivalents and restricted cash, end of year $ 270,926 $ 279,860 $ 104,837 Supplemental disclosures: Interest paid $ 193,387 $ 138,369 $ 98,595 Taxes paid $ 49,357 $ 88,153 $ 2,368 The accompanying notes are an integral part of these consolidated financial statements. 101 Table of Contents B. RILEY FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share data) NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS OPERATIONS B. Riley Financial, Inc. and its subsidiaries (collectively, the “Company”) provide investment banking, brokerage, wealth management, asset management, direct lending, business advisory, valuation, and asset disposition services to a broad client base spanning public and private companies, financial sponsors, investors, financial institutions, legal and professional services firms, and individuals. The Company also has a portfolio of communication related businesses that provide consumer Internet access and cloud communication services and consumer related businesses that consist of a brands portfolio, which provides licensing of trademarks and brand investments, and Targus Cayman Holdco Limited (“Targus”), which designs and sells laptop and computer accessories. The Company operates in six reportable operating segments: (i) Capital Markets, through which the Company provides investment banking, corporate finance, securities lending, restructuring, research, sales and trading services to corporate and institutional clients; (ii) Wealth Management, through which the Company provides wealth management and tax services to corporate and high-net-worth clients; (iii) Auction and Liquidation, through which the Company provides auction and liquidation services to help clients dispose of assets that include multi-location retail inventory, wholesale inventory, trade fixtures, machinery and equipment, intellectual property and real property; (iv) Financial Consulting, through which the Company provides bankruptcy, financial advisory, forensic accounting, real estate consulting and valuation and appraisal services; (v) Communications, through which the Company provides consumer Internet access and related subscription services, cloud communication services, and mobile phone voice, text, and data services and devices; (vi) Consumer, including brands, which generates revenue through the licensing of trademarks, and Targus, which generates revenue through sales of laptop and computer accessories. During the fourth quarter of 2022, the Company realigned its segment reporting structure to reflect organizational changes from recent acquisitions and the manner in which capital is allocated. The Consumer segment includes the previously reported Brands segment and Targus, which the Company acquired in the fourth quarter of 2022. The Company has also re-aligned its previously reported Principal Investments - Communications and Other segment into the Communications segment and the All Other category that is reported with Corporate and Other. On October 18, 2022, the Company acquired all of the issued and outstanding shares of Targus in a transaction pursuant to a Securities Purchase Agreement (the “Purchase Agreement”). The purchase price consideration totaled $ 247,546 , which consisted of $ 112,686 in cash, $ 54,000 in seller financing, $ 59,016 in 6.75 % senior notes due 2024, $ 15,328 in shares of the Company's common stock and stock options, and $ 6,515 in deferred payments. In accordance with Accounting Standards Codification (“ASC”) 805, the Company used the acquisition method of accounting for this acquisition. Goodwill of $ 75,753 and other intangible assets of $ 89,000 were recorded as a result of the acquisition. The acquisition complements the Company's existing investments and offers potential growth to the Company's portfolio of steady-cash generative businesses. To finance part of this acquisition, on October 18, 2022, the Company's subsidiary, Tiger US Holdings, Inc., a Delaware corporation, among others, entered into a credit agreement with PNC Bank, National Association (“PNC”), as agent and security trustee for a five-year $ 28,000 term loan and a five-year $ 85,000 revolver loan. On May 31, 2022, the Company converted $ 17,500 of a loan receivable with Lingo Management, LLC (“Lingo”) into equity and the Company's ownership interest in Lingo increased from 40 % to 80 %. This resulted in the consolidation of Lingo and the pre-existing equity method investment was remeasured at fair value resulting in the recognition of other income - realized and unrealized gains (losses) on investments in the amount of $ 6,790 , which is included in trading (losses) income and fair value adjustments on loans in the consolidated statements of operations. Upon the consolidation of Lingo on May 31, 2022, the total fair value of the assets of Lingo was $ 116,500 and the fair value of the 20 % noncontrolling interest was $ 8,021 and goodwill of $ 34,412 and other intangible assets of $ 63,000 were recorded in the accompanying consolidated balance sheet. On February 24, 2023, the Company acquired the remaining 20 % ownership in Lingo, increasing the Company's ownership interest from 80 % to 100 %. The Company also completed the acquisitions of BullsEye Telecom (“BullsEye”), FocalPoint Securities, LLC (“FocalPoint”), and Atlantic Coast Fibers, LLC (“ACR”) (and related businesses), and other immaterial business during the year ended December 31, 2022. In accordance with ASC 805, the Company used the acquisition method of accounting for these acquisitions, which were not material to our consolidated financial statements. The aggregate purchase price consideration consisted of $ 145,987 in cash, $ 20,320 in issuance of common stock of the Company, $ 52,969 in assumed debt and other consideration payable. The purchase price allocation consisted of $ 151,925 in goodwill, $ 52,860 in 102 Table of Contents intangible assets, and $ 2,522 in net assets acquired. The results of operations of the acquisitions which were not material, have been included in our consolidated financial statements from the date of purchase. NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of our consolidated financial statements for the year ended December 31, 2022, we identified a classification error of dividend income and realized and unrealized gains (losses) on certain investments within revenue. The following tables summarize the effects of the correction of the classification error on the Company’s restated consolidated statements of operations for the years ended December 31, 2021 and 2020. The classification error had no impact on the Company's consolidated balance sheet, consolidated statements of equity, cash flows, net income, or earnings per share. The following tables present the corrections by financial statement line item within statement of operations for all periods presented: 103 Table of Contents Year Ended December 31, 2021 As Previously Reported Restatement Adjustments Restatement Reference As Restated Statement of Operations Revenues: Services and fees $ 1,172,957 $ ( 19,732 ) (a) $ 1,153,225 Trading (loss) income and fair value adjustments on loans 386,676 ( 166,131 ) (b) 220,545 Interest income - Loans and securities lending 122,723 — 122,723 Sale of goods 58,205 — 58,205 Total revenues 1,740,561 ( 185,863 ) 1,554,698 Operating expenses: Direct cost of services 54,390 — 54,390 Cost of goods sold 26,953 — 26,953 Selling, general and administrative expenses 906,196 — 906,196 Interest expense - Securities lending and loan participations sold 52,631 — 52,631 Total operating expenses 1,040,170 — 1,040,170 Operating income (loss) 700,391 ( 185,863 ) 514,528 Other income (expense): Interest income 229 — 229 Dividend income — 19,732 (a) 19,732 Realized and unrealized gains (losses) on investments — 166,131 (b) 166,131 Change in fair value of financial instruments and other 3,796 — 3,796 Income from equity method investments 2,801 — 2,801 Interest expense ( 92,455 ) — ( 92,455 ) Income before income taxes 614,762 — 614,762 Provision for income taxes ( 163,960 ) — ( 163,960 ) Net income 450,802 — 450,802 Net income attributable to noncontrolling interests and redeemable noncontrolling interests 5,748 — 5,748 Net income attributable to B. Riley Financial, Inc. 445,054 — 445,054 Preferred stock dividends 7,457 — 7,457 Net income available to common shareholders $ 437,597 $ — $ 437,597 Basic income per common share $ 15.99 $ 15.99 Diluted income per common share $ 15.09 $ 15.09 Weighted average basic common shares outstanding 27,366,292 27,366,292 Weighted average diluted common shares outstanding 29,005,602 29,005,602 (a) To reclassify dividends received from investments from Services and fees to Dividend income. (b) To reclassify realized and unrealized gains (losses) on investments from Trading income (loss) and fair value on loans to Realized and unrealized gains (losses) on investments. 104 Table of Contents Year Ended December 31, 2020 As Previously Reported Restatement Adjustments Restatement Reference As Restated Statement of Operations Revenues: Services and fees $ 667,069 $ ( 21,163 ) (a) $ 645,906 Trading (loss) income and fair value adjustments on loans 104,018 ( 47,341 ) (b) 56,677 Interest income - Loans and securities lending 102,499 — 102,499 Sale of goods 29,135 — 29,135 Total revenues 902,721 ( 68,504 ) 834,217 Operating expenses: Direct cost of services 60,451 — 60,451 Cost of goods sold 12,460 — 12,460 Selling, general and administrative expenses 428,537 — 428,537 Restructuring charge 1,557 — 1,557 Impairment of tradenames 12,500 — 12,500 Interest expense - Securities lending and loan participations sold 42,451 — 42,451 Total operating expenses 557,956 — 557,956 Operating income (loss) 344,765 ( 68,504 ) 276,261 Other income (expense): Interest income 564 — 564 Dividend income — 21,163 (a) 21,163 Realized and unrealized gains (losses) on investments — 47,341 (b) 47,341 Loss from equity method investments ( 623 ) — ( 623 ) Interest expense ( 65,249 ) — ( 65,249 ) (Loss) income before income taxes 279,457 — 279,457 Provision for income taxes ( 75,440 ) — ( 75,440 ) Net income 204,017 — 204,017 Net loss attributable to noncontrolling interests and redeemable noncontrolling interests ( 1,131 ) — ( 1,131 ) Net income attributable to B. Riley Financial, Inc. 205,148 — 205,148 Preferred stock dividends 4,710 — 4,710 Net income available to common shareholders $ 200,438 $ — $ 200,438 Basic income per common share $ 7.83 $ 7.83 Diluted income per common share $ 7.56 $ 7.56 Weighted average basic common shares outstanding 25,607,278 25,607,278 Weighted average diluted common shares outstanding 26,508,397 26,508,397 (a) To reclassify dividends received from investments from Services and fees to Dividend income. 105 Table of Contents (b) To reclassify realized and unrealized gains (losses) on investments from Trading income (loss) and fair value on loans to Realized and unrealized gains (losses) on investments. NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ( a) Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of B. Riley Financial, Inc. and its wholly owned and majority-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated upon consolidation. The Company consolidates all entities that it controls through a majority voting interest. In addition, the Company performs an analysis to determine whether its variable interest or interests give it a controlling financial interest in a variable interest entity (“VIE”) including ongoing reassessments of whether it is the primary beneficiary of a VIE. See Note 3(ab) for further discussion. (b) Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expense during the reporting period. Estimates are used when accounting for certain items such as valuation of securities, allowance for doubtful accounts, the fair value of loans receivables, intangible assets and goodwill, share based arrangements, contingent consideration, accounting for income tax valuation allowances, recovery of contract assets, and sales returns and allowances. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ. (c) Revenue Recognition The Company recognizes revenues under ASC 606 – Revenue from Contracts with Customers. Revenues are recognized when control of the promised goods or performance obligations for services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services. Revenues from contracts with customers in the Capital Markets segment, Wealth Management segment, Auction and Liquidation segment, Financial Consulting segment, Communications segment, Consumer segment, and the All Other category are primarily comprised of the following: Capital Markets segment Fees earned from corporate finance and investment banking services are derived from debt, equity and convertible securities offerings in which the Company acted as an underwriter or placement agent. Fees from underwriting activities are recognized as revenues when the performance obligation for the services related to the underwriting transaction is satisfied under the terms of the engagement and is not subject to any other contingencies. Fees are also earned from financial advisory and consulting services rendered in connection with client mergers, acquisitions, restructurings, recapitalizations and other strategic transactions. The performance obligation for financial advisory services is satisfied over time as work progresses on the engagement and services are delivered to the client. The performance obligation for financial advisory services may also include success and performance-based fees which are recognized as revenue when the performance obligation is no longer constrained and it is not probable that the revenue recognized would be subject to significant reversal in a future period. Generally, it is probable that the revenue recognized is no longer subject to significant reversal upon the closing of the investment banking transaction. Fees from asset management services are recognized over the period the performance obligation for the services are provided. Asset management fees are primarily comprised of fees for asset management services and are generally based on the dollar amount of the assets being managed. 106 Table of Contents Revenues from sales and trading are recognized when the performance obligation is satisfied and include commissions resulting from equity securities transactions executed as agent or principal and are recorded on a trade date basis and fees paid for equity research. Revenues from other sources in the Capital Markets segment is primarily comprised of (i) interest income from loans receivable and securities lending activities, (ii) related net trading gains and losses from market making activities, the commitment of capital to facilitate customer orders and fair value adjustments on loans, (iii) trading activities from investments in securities for the Company’s account, and (iv) other income. Interest income from securities lending activities consists of interest income from equity and fixed income securities that are borrowed from one party and loaned to another. The Company maintains relationships with a broad group of banks and broker-dealers to facilitate the sourcing, borrowing and lending of equity and fixed income securities in a “matched book” to limit the Company’s exposure to fluctuations in the market value or securities borrowed and securities loaned. Other revenues include (i) net trading gains and losses from market making activities in the Company’s fixed income group, (ii) carried interest from the Company’s asset management recognized as earnings from financial assets within the scope of ASC 323 - Investments - Equity Method and Joint Ventures , and therefore will not be in the scope of ASC 606 - Revenue from Contracts with Customers . In accordance with ASC 323 - Investments - Equity Method and Joint Ventures , the Company records investment income based on the change in the Company’s proportionate claim on net assets of the investment fund, including performance-based capital allocations, assuming the investment fund was liquidated as of each reporting date pursuant to each fund’s governing agreements, and (iii) other miscellaneous income. Wealth Management segment Fees from wealth management asset advisory services consist primarily of investment advisory fees that are recognized over the period the performance obligation for the services is provided. Investment advisory and asset management fees are primarily comprised of fees for investment services and are generally based on the dollar amount of the assets being managed. Investment advisory fee revenues as a principal registered investment advisor (“RIA”) are recognized on a gross basis. Asset management fee revenues as an agent are recognized on a net basis. Revenues from sales and trading are recognized when the performance obligation is satisfied and include commissions resulting from equity securities transactions executed as agent and are recorded on a trade date basis. Auction and Liquidation segment Commission and fees earned on the sale of goods at Auction and Liquidation sales are recognized when evidence of a contract or arrangement exists, the transaction price has been determined, and the performance obligation has been satisfied when control of the product and risks of ownership has been transferred to the buyer. The commission and fees earned for these services are included in revenues in the accompanying consolidated statements of operations. Under these types of arrangements, revenues also include contractual reimbursable costs. Revenues earned from Auction and Liquidation services contracts where the Company guarantees a minimum recovery value for goods being sold at auction or liquidation are recognized over time when the performance obligation is satisfied. The Company generally uses the cost-to-cost measure of progress for the Company’s contracts because it best depicts the transfer of services to the customer which occurs as the Company incurs costs on its contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. Costs to fulfill the contract include labor and other direct costs incurred by the company related to the contract. Due to the nature of the guarantees and performance obligations under these contracts, the estimation of revenue that is ultimately earned is complex and subject to many variables and requires significant judgment. It is common for these contracts to contain provisions that can either increase or decrease the transaction price upon completion of the Company’s performance obligations under the contract. Estimated amounts are included in the transaction price at the most likely amount it is probable that a significant reversal of revenue will not occur. The Company estimates of variable consideration and determination of whether or not to include estimated amounts in the transaction price are based on an assessment of the Company’s anticipated performance under the contract taking into consideration all historical, current and forecasted information that is reasonably available to the Company. Costs that directly relate to the contract and expected to be recoverable are capitalized as an asset and included in advances against customer contracts in the accompanying consolidated balance sheets. These costs are amortized as the services are 107 Table of Contents transferred to the customer over the contract period, which generally does not exceed six months, and the expense is recognized as a component of direct cost of services. If, during the auction or liquidation sale, the Company determines that the total costs to be incurred on a performance obligation under a contract exceeds the total estimated revenues to be earned, a provision for the entire loss on the performance obligation is recognized in the period the loss is determined. If the Company determines that the variable consideration used in the initial determination of the transaction price for the contract is such that the total recoveries from the auction or liquidation will not exceed the guaranteed recovery values or advances made in accordance with the contract, the transaction price will be reduced and a loss or negative revenue could result from the performance obligation. A provision for the entire loss as negative revenue on the performance obligation is recognized in the period the loss is determined. Financial Consulting segment Revenues in the Financial Consulting segment are primarily comprised of fees earned from providing bankruptcy, financial advisory, forensic accounting, real estate consulting and valuation and appraisal services. Fees earned from bankruptcy, financial advisory, forensic accounting and real estate consulting services are rendered to clients over time as work progresses on the engagement and services are delivered to the client. Fees may also include success and performance-based fees which are recognized as revenue when the performance obligation is no longer constrained and it is not probable that the revenue recognized would be subject to significant reversal in a future period. Revenues for valuation and appraisal services are recognized when the performance obligation is completed and is generally at the point in time upon delivery of the report to the customer. Revenues in the Financial Consulting segment also include contractual reimbursable costs. Communications segment Revenues in the Communications segment are primarily comprised of subscription services revenues which consist of fees charged to United Online pay accounts; revenues from the sale of the magicJack VocalTec Ltd. (“magicJack”) access rights; revenues from access rights renewals and mobile apps; prepaid minutes revenues; revenues from access and wholesale charges; service revenue from unified communication as a service (“UCaaS”) hosting services; and revenues from mobile phone voice, text, and data services. Products revenues consist of revenues from the sale of magicJack, mobile phone, and mobile broadband service devices, including the related shipping and handling and installation fees, if applicable. This segment’s revenues also include advertising revenues which consist primarily of amounts from the Company’s Internet search partner that are generated as a result of users utilizing the partner’s Internet search services and amounts generated from display advertisements. The Company recognizes such advertising revenues in the period in which the advertisement is displayed or, for performance-based arrangements, when the related performance criteria are met. Subscription service revenues are recognized over time in the service period in which the transaction price has been determinable and the related performance obligations for services are provided to the customer. Fees charged to customers in advance are initially recorded in the consolidated balance sheets as deferred revenue and then recognized ratably over the service period as the performance obligations are provided. Product revenues for hardware and shipping are recognized at the time of delivery. Revenues from sales of devices and services represent revenues recognized from sales of the magicJack devices to retailers or direct to customers, net of returns, and rights to access the Company’s servers over the period associated with the access right period, and from sales of mobile phones and voice, text, and data services. The transaction price for devices is allocated between equipment and service based on stand-alone selling prices. Revenues allocated to devices are recognized upon delivery (when control transfers to the customer), and service revenue is recognized ratably over the service term. The Company estimates the return of magicJack device direct sales as part of the transaction price using a six-month rolling average of historical returns. Consumer segment Revenues in the Consumer segment primarily consists of the global sales of notebook computer carrying cases and computer accessories; licensing revenues from various licensing agreements that provide revenue based on guaranteed minimum royalty amounts and advertising/marketing fees with additional royalty revenue based on a percentage of defined sales. 108 Table of Contents Global sales of consumer goods to customers are subject to contracts that contain a single performance obligation and revenue is recognized at a point in time when control of the product transfers to the customer which is generally upon product shipment. Customers consist primarily of equipment manufacturers, distributors (servicing resellers and corporate end-customers), and retailers. Generally, the terms of the contracts for the sale of global goods do not allow for a right of return except for matters related to products with defects or damages. Licensing revenues include guaranteed minimum royalty amounts that are recognized as revenue on a straight-line basis over the contract term. Royalty payments exceeding the guaranteed minimum amounts in a specific contract year are recognized only subsequent to when the guaranteed minimum amount has been achieved. Other licensing fees are recognized at a point in time once the performance obligations have been satisfied. Payments received as consideration for the grant of a license are recorded as deferred revenue at the time payment is received and recognized ratably as revenue over the term of the license agreement. Advanced royalty payments are recorded as deferred revenue at the time payment is received and recognized as revenue when earned. Royalty revenue is not recognized unless collectability is probable. All Other Revenue from the All Other category, which is not a reportable segment, includes income from a regional environmental services business in the New York metropolitan area and a landscaping business in the southeast United States. The environmental services business is engaged in the recycling of scrap and waste materials and deals primarily in paper products. The business provides processing services that consists of the receipt of materials from municipalities and commercial entities that is then sorted and then disposed of or sold, using third-party processors as needed. The businesses's customer arrangements contain a single obligation to transfer processed recycled goods and revenues are recognized at a point in time as processing fees when the performance obligation is satisfied. The pricing for recyclable materials can fluctuate based upon market conditions and the business has certain arrangements with customers to reduce the risk exposure to commodity pricing volatility through revenue sharing (or processing fee) contracts with customers. The landscaping business provides landscaping maintenance, improvements, and irrigation services to its customers. Revenues are recognized as the services are performed, which is typically ratably over the term of the contract. The business recognizes revenues as it transfers control of services to its customers in an amount reflecting the total consideration it expects to receive from the customer. (d) Direct Cost of Services Direct cost of services relates to service and fee revenues. Direct costs of services include participation in profits under collaborative arrangements in which the Company is a majority participant. Direct costs of services also include the cost of consultants and other direct expenses related to Auction and Liquidation contracts pursuant to commission and fee-based arrangements in the Auction and Liquidation segment. Direct cost of services in the Communications segment include cost of telecommunications and data center costs, personnel and overhead-related costs associated with operating the Company’s networks, servers and data centers, sales commissions associated with multi-year service plans, depreciation of network computers and equipment, amortization expense, third party advertising sales commissions, license fees, costs related to providing customer support, costs related to customer billing and processing of customer credit cards and associated bank fees. Direct cost of services does not include an allocation of the Company’s overhead costs. (e) Interest Expense - Securities Lending Activities Interest expense from securities lending activities is included in operating expenses related to operations in the Capital Markets segment. Interest expense from securities lending activities is incurred from equity and fixed income securities that are loaned to the Company and totaled $ 66,495 , $ 51,753 , and $ 40,490 during the years ended December 31, 2022, 2021, and 2020, respectively. (f) Concentration of Risk Revenues in the Capital Markets, Financial Consulting, Wealth Management, and Communications segments are primarily generated in the United States. Revenues in the Auction and Liquidation segment and Consumer segment are primarily generated in the United States, Australia, Canada, and Europe. 109 Table of Contents The Company maintains cash in various federally insured banking institutions. The account balances at each institution periodically exceed the Federal Deposit Insurance Corporation’s (“FDIC”) insurance coverage, and as a result, there is a concentration of credit risk related to amounts in excess of FDIC insurance coverage. The Company has not experienced any losses in such accounts. The Company also has substantial cash balances from proceeds received from auctions and liquidation engagements that are distributed to parties in accordance with the collaborative arrangements. The Company’s activities in the Auction and Liquidation segment are executed frequently with, and on behalf of, distressed customers and secured creditors. Concentrations of credit risk can be affected by changes in economic, industry, or geographical factors. The Company seeks to control its credit risk and potential risk concentration through risk management activities that limit the Company’s exposure to losses on any one specific liquidation services contract or concentration within any one specific industry. To mitigate the exposure to losses on any one specific liquidations services contract, the Company sometimes conducts operations with third parties through collaborative arrangements. (g) Advertising Expenses The Company expenses advertising costs, which consist primarily of costs for printed materials, as incurred. Advertising costs totaled $ 11,434 , $ 3,681 , and $ 3,013 during the years ended December 31, 2022, 2021, and 2020, respectively. Advertising expense is included as a component of selling, general and administrative expenses in the accompanying consolidated statements of operations. (h) Share-Based Compensation The Company’s share-based payment awards principally consist of grants of restricted stock, restricted stock units and costs associated with the Company’s employee stock purchase plan. In accordance with the applicable accounting guidance, share-based payment awards are classified as either equity or liabilities. For equity-classified awards, the Company measures compensation cost for the grant of membership interests at fair value on the date of grant and recognizes compensation expense in the consolidated statements of operations over the requisite service or performance period the award is expected to vest. In June 2018, the Company adopted the 2018 Employee Stock Purchase Plan (“Purchase Plan”) which allows eligible employees to purchase common stock through payroll deductions at a price that is 85 % of the market value of the common stock on the last day of the offering period. In accordance with the provisions of ASC 718 - Compensation - Stock Compensation, the Company is required to recognize compensation expense relating to shares offered under the Purchase Plan. During the years ended December 31, 2022, 2021, and 2020, the Company recognized compensation expense of $ 369 , $ 758 , and $ 377 respectively, related to the Purchase Plan. As of December 31, 2022 and 2021, there were 362,986 and 450,717 shares reserved for issuance under the Purchase Plan, respectively. (i) Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect during the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. Tax benefits of operating loss carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Once this threshold has been met, the Company’s measurement of its expected tax benefits is recognized in its financial statements. The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense. 110 Table of Contents (j) Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. (k) Restricted Cash As of December 31, 2022 and 2021, restricted cash included $ 2,308 and $ 927 , respectively, primarily consisting of cash collateral for leases. Cash, cash equivalents and restricted cash consist of the following: December 31, 2022 December 31, 2021 Cash and cash equivalents $ 268,618 $ 278,933 Restricted cash 2,308 927 Total cash, cash equivalents and restricted cash $ 270,926 $ 279,860 (l) Securities Borrowed and Securities Loaned Securities borrowed and securities loaned are recorded based upon the amount of cash advanced or received. Securities borrowed transactions facilitate the settlement process and require the Company to deposit cash or other collateral with the lender. With respect to securities loaned, the Company receives collateral in the form of cash. The amount of collateral required to be deposited for securities borrowed, or received for securities loaned, is an amount generally in excess of the market value of the applicable securities borrowed or loaned. The Company monitors the market value of the securities borrowed and loaned on a daily basis, with additional collateral obtained, or excess collateral recalled, when deemed appropriate. The Company accounts for securities lending transactions in accordance with ASC 210 - Balance Sheet , which requires companies to report disclosures of offsetting assets and liabilities. The Company does not net securities borrowed and securities loaned and these items are presented on a gross basis in the consolidated balance sheets. (m) Due from/to Brokers, Dealers, and Clearing Organizations The Company clears all of its proprietary and customer transactions through other broker-dealers on a fully disclosed basis. The amount receivable from or payable to the clearing brokers represents the net of proceeds from unsettled securities sold, the Company’s clearing deposits and amounts receivable for commissions less amounts payable for unsettled securities purchased by the Company and amounts payable for clearing costs and other settlement charges. This amount also includes the cash collateral received for securities loaned less cash collateral for securities borrowed. Any amounts payable would be fully collateralized by all of the securities owned by the Company and held on deposit at the clearing broker. (n) Accounts Receivable Accounts receivable represents amounts due from the Company’s Auction and Liquidation, Financial Consulting, Capital Markets, Wealth Management, Communications, and Consumer customers. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management utilizes the expected loss model. Management also considers historical losses adjusted for current market conditions and the customers’ financial condition and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. The Company’s bad debt expense and changes in the allowance for doubtful accounts are included in Note 7. (o) Inventories Inventories are substantially all finished goods from the Consumer and Communications segments and are stated at the lower of cost, determined on the first-in, first-out (FIFO) basis, or net realizable value. The Company maintains an 111 Table of Contents allowance for excess and obsolete inventories to reflect its estimate of realizable value of the inventory based on historical sales and recoveries. Inventories are included in prepaid and other assets in the consolidated balance sheet. (p) Leases The Company determines if an arrangement is, or contains, a lease at the inception date. Operating leases with terms greater than twelve months are included in right-of-use assets, with the related liabilities included in operating lease liabilities in the consolidated balance sheets. Operating lease assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate in determining the present value of lease payments. Variable components of the lease payments such as fair market value adjustments, utilities, and maintenance costs are expensed as incurred and not included in determining the present value. The Company's lease terms include rent escalations and options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components which are accounted for as a single lease component. See Note 11 for additional information on leases. (q) Property and Equipment Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Property and equipment held under finance leases are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Depreciation expense on property and equipment was $ 5,677 , $ 3,865 , and $ 3,632 during the years ended December 31, 2022, 2021, and 2020, respectively. (r) Loans Receivable Under ASC 326 - Financial Instruments – Credit Losses , the Company elected the fair value option for all outstanding loans receivable. Under the fair value option, loans receivables are measured at each reporting period based upon their exit value in an orderly transaction and unrealized gains or losses from changes in fair value are recorded in the consolidated statements of operations. Loans receivable, at fair value totaled $ 701,652 and $ 873,186 as of December 31, 2022 and 2021, respectively. The loans have various maturities through March 2027. As of December 31, 2022 and 2021, the aggregate cost of loans receivable accounted for under the fair value option was $ 769,022 and $ 877,527 , respectively, which included principal balances of $ 772,873 and $ 886,831 , respectively, and unamortized costs, origination fees, premiums and discounts, totaling $ 3,851 and $ 9,304 , respectively. During the years ended December 31, 2022, 2021 and 2020, the Company recorded net unrealized losses of $ 54,439 , net unrealized gains of $ 10,035 , and net unrealized losses of 22,033 , respectively, on loans receivable, at fair value, which is included in trading income and fair value adjustments on loans on the consolidated statements of operations. Loans receivable, at fair value on non-accrual was $ 7,153 as of December 31, 2022, which represents approximately 1.0 % of total loans receivable, at fair value as of December 31, 2022. The Company may periodically provide limited guarantees to third parties for loans that are made to investment banking and lending customers. As of December 31, 2022, the Company has provided limited guarantees with respect to Babcock & Wilcox Enterprises, Inc. (“B&W”) as further described in Note 19(b). In accordance with the credit loss standard, the Company evaluates the need to record an allowance for credit losses for these loan guarantees since they have off-balance sheet credit exposures. As of December 31, 2022, the Company has not recorded any provision for credit losses on the B&W guarantees since the Company believes that there is sufficient collateral to protect the Company from any credit loss exposure. Interest income on loans receivable is recognized based on the stated interest rate of the loan on the unpaid principal balance plus the amortization of any costs, origination fees, premiums and discounts and is included in interest income - loans and securities lending on the consolidated statements of operations. Loan origination fees and certain direct origination costs are deferred and recognized as adjustments to interest income over the lives of the related loans. Unearned income, discounts, and premiums are amortized to interest income using a level yield methodology. 112 Table of Contents Badcock Loan Receivable On December 20, 2021, the Company entered into a Master Receivables Purchase Agreement with W.S. Badcock Corporation, a Florida corporation (“WSBC”), an indirect wholly owned subsidiary of Franchise Group, Inc., a Delaware corporation (“FRG”). The Company paid $ 400,000 in cash to WSBC for the purchase of certain consumer credit receivables of WSBC. The accounting for this transaction resulted in the Company recording a $ 400,000 loan receivable from WSBC with the recognition of interest income at an imputed rate based on the cash flows expected to be received from the collection of the consumer receivables that serve as collateral for the loan. The loan receivable was measured at fair value on the consolidated balance sheets. On September 23, 2022, the Company's subsidiary, B Riley Receivables II, LLC, a Delaware limited liability company, entered into a Master Receivables Purchase Agreement (“2022 Badcock Receivable”) with WSBC. This purchase of $ 168,363 consumer credit receivables of WSBC was partially financed by a $ 148,200 term loan discussed in Note 13. The accounting for this transaction resulted in the Company recording a $ 168,363 loan receivable from WSBC with the recognition of interest income at an imputed rate based on the cash flows expected to be received from the collection of the consumer receivables that serve as collateral for the loan. The loan receivable was measured at fair value on the consolidated balance sheets. In connection with these loans, the Company entered into a Servicing Agreement with WSBC pursuant to which WSBC will provide to the Company certain customary servicing and account management services in respect of the receivables purchased by the Company under the Receivables Purchase Agreement. In addition, subject to certain terms and conditions, FRG has agreed to guarantee the performance by WSBC of its obligations under the Master Receivables Purchase Agreements and the Servicing Agreement. As of December 31, 2022 and 2021, loans receivable to WSBC in the Company's consolidated balance sheets included loans measured at fair value in the amount of $ 318,109 and $ 400,000 , respectively. (s) Securities and Other Investments Owned and Securities Sold Not Yet Purchased Securities owned consist of equity securities including, common and preferred stocks, warrants, and options; corporate bonds; other fixed income securities including, government and agency bonds; loans receivable valued at fair value; and investments in partnerships. Securities sold, but not yet purchased represent obligations of the Company to deliver the specified security at the contracted price and thereby create a liability to purchase the security in the market at prevailing prices. Changes in the value of these securities are reflected currently in the results of operations. As of December 31, 2022 and 2021, the Company’s securities and other investments owned and securities sold not yet purchased at fair value consisted of the following securities: December 31, 2022 December 31, 2021 Securities and other investments owned: Equity securities $ 1,046,710 $ 1,444,474 Corporate bonds 8,539 7,632 Other fixed income securities 3,956 2,606 Partnership interests and other 70,063 77,383 $ 1,129,268 $ 1,532,095 Securities sold not yet purchased: Equity securities $ 4,466 $ 20,302 Corporate bonds 1,162 6,327 Other fixed income securities 269 1,994 $ 5,897 $ 28,623 The Company owns certain equity securities that are accounted for under the fair value option where the Company would otherwise use the equity method of accounting. Investments become subject to the equity method of accounting 113 Table of Contents when the Company possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when the Company possesses more than 20% of the voting interests of the investee. However, the Company may have the ability to exercise significant influence over the investee when the Company owns less than 20% of the voting interests of the investee depending on the facts and circumstances that demonstrate that the ability to exercise influence is present, such as when the Company has representation on the board of directors of such investee. The following tables contain summarized financial information with respect to two of the Company's individually greater than 20% investments, where the Company has a voting interest in each investee of 41 % and 43 %, respectively, which has been aggregated and included below for purposes of the disclosure a quarter in arrears as of and for the twelve months ended September 30, 2022 and 2021, which is the period in which the most recent financial information is available: As of September 30, 2022 2021 Total assets $ 202,520 $ 198,454 Total liabilities $ 5,737 $ 8,232 Equity attributable to investee $ 196,783 $ 190,222 For the twelve months ended September 30, 2022 2021 2020 Revenues $ 127,240 $ 99,386 $ 44,766 Net income (loss) attributable to investees $ 67,354 $ 62,925 $ ( 13,721 ) The following tables contain summarized financial information with respect to B&W, where the Company owns a 31 % voting interest, included below for purposes of the disclosure a quarter in arrears as of and for the twelve months ended September 30, 2022 and 2021, which is the period in which the most recent financial information is available: As of September 30, 2022 2021 Total assets $ 881,567 $ 729,358 Total liabilities $ 898,695 $ 708,958 Equity attributable to investee $ ( 17,128 ) $ 20,400 For the twelve months ended September 30, 2022 2021 2020 Revenues $ 832,233 $ 680,921 $ 596,880 Net (loss) income attributable to investees $ ( 13,868 ) $ 481 $ ( 2,520 ) As of December 31, 2022 and 2021, the fair value of these equity securities totaled $ 371,948 and $ 407,834 , respectively, and are included in securities and other investments owned, at fair value in the consolidated balance sheets. (t) Goodwill and Other Intangible Assets The Company accounts for goodwill and intangible assets in accordance with the accounting guidance which requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. Goodwill includes the excess of the purchase price over the fair value of net assets acquired in business combinations and the acquisition of noncontrolling interests. ASC 350 – Intangibles - Goodwill and Other requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. The Company operates 114 Table of Contents six reporting units, which are the same as its reporting segments described in Note 24. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. When testing goodwill for impairment, in accordance with ASC 350, the Company made an assessment of qualitative factors on goodwill and other intangible assets and concluded that a positive assertion could be made that it is more likely than not that the fair value of the reporting units exceeded their carrying values. In performing the analysis, qualitative factors indicated that it could be more likely than not that the carrying value of goodwill in the Wealth Management segment could be impaired as a result of the segment loss incurred during the year ended December 31, 2022. The Company performed a quantitative goodwill impairment test for its Wealth Management segment and determined the fair value of this reporting segment using the market approach and income approach exceeded the carrying value of goodwill. The Company concluded there was no impairment of goodwill in the Wealth Management segment. No impairments of goodwill were identified during the years ended December 31, 2022, 2021, and 2020. During the years ended December 31, 2022 and 2021, the Company recognized no impairment of indefinite-lived intangibles. During the year ended December 31, 2020, the Company determined that the COVID-19 outbreak was a triggering event for testing the indefinite-lived tradenames in the Consumer segment during the first quarter and again in the second quarter and determined that the indefinite-lived tradenames in the Consumer segment were impaired. As a result, the Company recognized impairment charges of $ 12,500 during the year ended December 31, 2020, which were included as an impairment of tradenames in the Company’s consolidated statements of operations. The Company reviews the carrying value of its finite-lived amortizable intangibles and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the asset or asset group to the undiscounted cash flows that the asset or asset group is expected to generate. If the undiscounted cash flows of such assets are less than the carrying amount, the impairment to be recognized is measured by the amount by which the carrying amount of the asset or asset group, if any, exceeds its fair market value. During the year ended December 31, 2022, the Company recognized $ 4,174 impairment of finite-lived intangibles representing the carrying amount of tradenames and software development costs as a result of the reorganization and consolidation activities in the Wealth Management segment and the Communications segment, which was included as a restructuring charge in the Company's consolidated statements of operations. During the years ended December 31, 2021, and 2020, the Company recognized no impairment of finite-lived intangibles. (u) Fair Value Measurements The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) for identical instruments that are highly liquid, observable, and actively traded in over-the-counter markets. Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations whose inputs are observable and can be corroborated by market data. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company’s securities and other investments owned and securities sold and not yet purchased are comprised of common and preferred stocks and warrants, corporate bonds, and investments in partnerships. Investments in common stocks that are based on quoted prices in active markets are included in Level 1 of the fair value hierarchy. The Company also holds loans receivable valued at fair value, nonpublic common and preferred stocks and warrants for which there is little or no public market and fair value is determined by management on a consistent basis. For investments where little or 115 Table of Contents no public market exists, management’s determination of fair value is based on the best available information which may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration various factors including earnings history, financial condition, recent sales prices of the issuer’s securities and liquidity risks. These investments are included in Level 3 of the fair value hierarchy. Investments in partnership interests include investments in private equity partnerships that primarily invest in equity securities, bonds, and direct lending funds. The Company also invests in priority investment funds and the underlying securities held by these funds are primarily corporate and asset-backed fixed income securities and restrictions exist on the redemption of amounts invested by the Company. The Company’s partnership and investment fund interests are valued based on the Company’s proportionate share of the net assets of the partnerships and funds; the value for these investments is derived from the most recent statements received from the general partner or fund administrator. These partnership and investment fund interests are valued at net asset value (“NAV”) and are excluded from the fair value hierarchy in the table below in accordance with ASC 820 - Fair Value Measurements . As of December 31, 2022 and 2021, partnership and investment fund interests valued at NAV of $ 70,063 and $ 77,383 , respectively, and are included in securities and other investments owned in the accompanying consolidated balance sheets. Securities and other investments owned also include investments in nonpublic entities that do not have a readily determinable fair value and do not report NAV per share. These investments are accounted for using a measurement alternative under which they are measured at cost and adjusted for observable price changes and impairments. Observable price changes result from, among other things, equity transactions for the same issuer executed during the reporting period, including subsequent equity offerings or other reported equity transactions related to the same issuer. For these transactions to be considered observable price changes of the same issuer, we evaluate whether these transactions have similar rights and obligations, including voting rights, distribution preferences, conversion rights, and other factors, to the investments we hold. As of December 31, 2022 and 2021, investments in nonpublic entities valued using a measurement alternative of $ 94,109 and $ 59,745 , respectively, are included in securities and other investments owned in the accompanying consolidated balance sheets. The Company measures certain assets at fair value on a nonrecurring basis. These assets include equity method investments when they are deemed to be other-than-temporarily impaired, investments adjusted to their fair value by applying the measurement alternative, assets acquired and liabilities assumed in an acquisition or in a nonmonetary exchange, and property, plant and equipment and intangible assets that are written down to fair value when they are held for sale or determined to be impaired. During the years ended December 31, 2022, 2021, and 2020, the Company did not have any material assets or liabilities that were measured at fair value on a nonrecurring basis in periods subsequent to initial recognition. As of December 31, 2022, funds held in trust represents amounts invested in a mutual fund that invests in U.S. Treasury securities that were purchased with funds raised through the initial public offering of B. Riley Principal 250 Merger Corporation (“BRPM 250”). As of December 31, 2021, funds held in trust represents amounts invested in a mutual fund that invests in U.S. Treasury securities that were purchased with funds raised through the initial public offering of BRPM 250 and B. Riley Principal 150 Merger Corporation (“BRPM 150”), which are consolidated special purpose acquisition corporations (“SPACs”). As of December 31, 2022 and 2021, the Company had $ 174,437 and $ 345,024 , respectively, of funds held in trust related to the SPACs. The funds raised are held in a trust account that is restricted for use and may only be used for purposes of completing an initial business combination or redemption of the class A public common shares of the SPACs as set forth in the trust agreement. The funds held in trust are included within Level 1 of the fair value hierarchy and included in prepaid expenses and other assets in the accompanying consolidated balance sheets. The Company has warrant liabilities related to warrants of the SPAC that are held by investors in BRPM 250. The warrants are accounted for as liabilities in accordance with ASC 815 - Derivatives and Hedging and are measured at fair value at inception and on a recurring basis using quoted prices in over-the-counter markets. Warrant liabilities are included in Level 1 of the fair value hierarchy and included in accrued expenses and other liabilities in the accompanying consolidated balance sheets in the amount of $ 173 for BRPM 250 and $ 12,938 for B. Riley Principal 150 Merger Corporation (“BRPM 150”) and BRPM 250 as of December 31, 2022 and 2021, respectively. Changes in fair value of warrants are included within change in fair value of financial instruments and other as part of other income (expense) in the consolidated statements of operations. The fair value of mandatorily redeemable noncontrolling interests is determined based on the issuance of similar interests for cash, references to industry comparables, and relied, in part, on information obtained from appraisal reports and internal valuation models. 116 Table of Contents The following tables present information on the financial assets and liabilities measured and recorded at fair value on a recurring basis as of December 31, 2022 and 2021. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2022 Using Fair value at December 31, 2022 Quoted prices in active markets for identical assets (Level 1) Other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Funds held in trust account $ 174,437 $ 174,437 $ — $ — Securities and other investments owned: Equity securities 952,601 584,136 — 368,465 Corporate bonds 8,539 — 8,539 — Other fixed income securities 3,956 — 3,956 — Total securities and other investments owned 965,096 584,136 12,495 368,465 Loans receivable, at fair value 701,652 — — 701,652 Total assets measured at fair value $ 1,841,185 $ 758,573 $ 12,495 $ 1,070,117 Liabilities: Securities sold not yet purchased: Equity securities $ 4,466 $ 4,466 $ — $ — Corporate bonds 1,162 — 1,162 — Other fixed income securities 269 — 269 — Total securities sold not yet purchased 5,897 4,466 1,431 — Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,648 — — 4,648 Warrant liabilities 173 173 — — Contingent consideration 31,046 — — 31,046 Total liabilities measured at fair value $ 41,764 $ 4,639 $ 1,431 $ 35,694 117 Table of Contents Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2021 Using Fair value at December 31, 2021 Quoted prices in active markets for identical assets (Level 1) Other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Funds held in trust account $ 345,024 $ 345,024 $ — $ — Securities and other investments owned: Equity securities 1,384,729 1,007,180 — 377,549 Corporate bonds 7,632 — 7,632 — Other fixed income securities 2,606 — 2,606 — Total securities and other investments owned 1,394,967 1,007,180 10,238 377,549 Loans receivable, at fair value 873,186 — — 873,186 Total assets measured at fair value $ 2,613,177 $ 1,352,204 $ 10,238 $ 1,250,735 Liabilities: Securities sold not yet purchased: Equity securities $ 20,302 $ 20,302 $ — $ — Corporate bonds 6,327 — 6,327 — Other fixed income securities 1,994 — 1,994 — Total securities sold not yet purchased 28,623 20,302 8,321 — Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,506 — — 4,506 Warrant liabilities 12,938 12,938 — — Total liabilities measured at fair value $ 46,067 $ 33,240 $ 8,321 $ 4,506 As of December 31, 2022 and 2021, financial assets measured and reported at fair value on a recurring basis and classified within Level 3 were $ 1,070,117 and $ 1,250,735 , respectively, or 17.5 % and 21.4 %, respectively, of the Company’s total assets. In determining the fair value for these Level 3 financial assets, the Company analyzes various financial, performance and market factors to estimate the value, including where applicable, over-the-counter market trading activity. 118 Table of Contents The following table summarizes the significant unobservable inputs in the fair value measurement of level 3 financial assets and liabilities by category of investment and valuation technique as of December 31, 2022: Fair value at December 31, 2022 Valuation Technique Unobservable Input Range Weighted Average Assets: Equity securities $ 304,172 Market approach Multiple of EBITDA 1.50 x - 10.50 x 6.00 x Multiple of Sales 3.0 x 3.0 x Market price of related security $ 10.01 - $ 18.88 $ 16.91 57,267 Discounted cash flow Market interest rate 23.8 % 23.8 % 7,026 Option pricing model Annualized volatility 0.3 % - 26.1 % 70.0 % Loans receivable at fair value 694,499 Discounted cash flow Market interest rate 6.0 % - 83.5 % 23.9 % 7,153 Market approach Multiple of EBITDA 4.5 x 4.5 x Total level 3 assets measured at fair value $ 1,070,117 Liabilities: Mandatorily redeemable noncontrolling interests issued after November 5, 2003 $ 4,648 Market approach Operating income multiple 6.0 x 6.0 x Contingent consideration 31,046 Discounted cash flow EBITDA volatility 80.0 % 80.0 % Asset volatility 69.0 % 69.0 % Market interest rate 8.5 % 8.5 % Total level 3 liabilities measured at fair value $ 35,694 119 Table of Contents The following table summarizes the significant unobservable inputs in the fair value measurement of level 3 financial assets and liabilities by category of investment and valuation technique as of December 31, 2021: Fair value at December 31, 2021 Valuation Technique Unobservable Input Range Weighted Average Assets: Equity securities $ 291,178 Market approach Multiple of EBITDA 3.25 x - 17.50 x 6.67 x Multiple of PV-10 0.60 x - 0.65 x 0.61 x Multiple of Sales 1.45 x - 1.60 x 1.48 x Market price of related security $ 0.84 - $ 51.43 $ 42.13 74,157 Discounted cash flow Market interest rate 14.8 % 14.8 % 12,214 Option pricing model Annualized volatility 30.0 % - 280.0 % 74.0 % Loans receivable at fair value 873,186 Discounted cash flow Market interest rate 6.0 % - 38.0 % 26.3 % Total level 3 assets measured at fair value $ 1,250,735 Liabilities: Mandatorily redeemable noncontrolling interests issued after November 5, 2003 $ 4,506 Market approach Operating income multiple 6.0 x 6.0 x The changes in Level 3 fair value hierarchy during the year ended December 31, 2022 and 2021 are as follows: Level 3 Balance at Beginning of Year Level 3 Changes During the Period Level 3 Balance at End of Year Fair Value Adjustments Relating to Undistributed Earnings Purchases, Sales and Settlements Transfer in and/or out of Level 3 Year Ended December 31, 2022 Equity securities $ 377,549 $ 11,110 $ — $ 18,458 $ ( 38,652 ) $ 368,465 Loans receivable at fair value 873,186 ( 54,357 ) 11,474 ( 87,814 ) ( 40,837 ) 701,652 Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,506 — 1,150 ( 1,008 ) — 4,648 Contingent consideration — ( 10,371 ) — 41,417 — 31,046 Year Ended December 31, 2021 Equity securities $ 149,292 $ 88,804 $ — $ 138,766 $ 687 $ 377,549 Loans receivable at fair value 390,689 10,035 10,952 461,510 — 873,186 Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,700 — ( 194 ) — — 4,506 Warrant liabilities — — — 10,466 ( 10,466 ) — 120 Table of Contents The amounts reported in the table above as of December 31, 2022 and 2021 include the amount of undistributed earnings attributable to the noncontrolling interests that is distributed on a quarterly basis. The carrying amounts reported in the consolidated financial statements for cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value based on the short-term maturity of these instruments. As of December 31, 2022 and 2021, the senior notes payable had a carrying amount of $ 1,721,751 and $ 1,606,560 , respectively, and a fair value of $ 1,431,787 and $ 1,661,189 , respectively. The carrying amount of the term loan approximates fair value because the effective yield of such instrument is consistent with current market rates of interest for instruments of comparable credit risk. The investments in nonpublic entities that do not report NAV are measured at cost, adjusted for observable price changes and impairments, with changes recognized in trading income (losses) and fair value adjustments on loans on the consolidated statements of operations. These investments are evaluated on a nonrecurring basis based on the observable price changes in orderly transactions for the identical or similar investment of the same issuer. Further adjustments are not made until another observable transaction occurs. Therefore, the determination of fair values of these investments in nonpublic entities that do not report NAV does not involve significant estimates and assumptions or subjective and complex judgments. Investments in nonpublic entities that do not report NAV are subject to a qualitative assessment for indicators of impairment. If indicators of impairment are present, the Company is required to estimate the investment’s fair value and immediately recognize an impairment charge in an amount equal to the investment’s carrying value in excess of its estimated fair value. The following table presents information on the assets measured at fair value on a nonrecurring basis by level within the fair value hierarchy as of December 31, 2022. These investments were measured due to an observable price change or impairment during the year ended December 31, 2022. Fair Value Measurement Using Total Quoted prices in active markets for identical assets (Level 1) Other observable inputs (Level 2) Significant unobservable inputs (Level 3) As of December 31, 2022 Investments in nonpublic entities that do not report NAV $ 20,251 $ — $ 18,659 $ 1,592 (v) Derivative and Foreign Currency Translation The Company periodically uses derivative instruments, which primarily consist of the purchase of forward exchange contracts, for certain loans receivable and Auction and Liquidation engagements with operations outside the United States. As of December 31, 2022, there were no forward exchange contracts outstanding. As of December 31, 2021, forward exchange contracts in the amount of € 6,000 were outstanding. The forward exchange contracts were entered into to improve the predictability of cash flows related to a retail store liquidation engagement and a loan receivable. Forward exchange contracts had a net gain of $ 68 , net gain of $ 1,052 , and net loss of $ 285 during the years ended December 31, 2022, 2021 and 2020, respectively. This amount is reported as a component of selling, general and administrative expenses in the consolidated statements of operations and is included in cash flows from operating activities in the consolidated cash flows. The Company transacts business in various foreign currencies. In countries where the functional currency of the underlying operations has been determined to be the local country’s currency, revenues and expenses of operations outside the United States are translated into United States dollars using average exchange rates while assets and liabilities of operations outside the United States are translated into United States dollars using period-end exchange rates. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income in the accompanying consolidated balance sheets. Transaction gains were $ 2,224 , $ 1,256 , and transaction losses were $ 639 , during the years ended December 31, 2022, 2021, and 2020, respectively. These amounts are included in selling, general and administrative expenses in the Company’s consolidated statements of operations. 121 Table of Contents As disclosed in Note 3(ab) below, the Company consolidated a VIE, BRPM 250, which has outstanding warrants that were issued in its initial public offering. The warrants were recorded as a liability since the warrants contain a provision to be settled in cash in the event of a qualifying cash tender offer for BRPM 250, which is outside the control of the Company. The outstanding warrants are considered derivative instruments with the warrant liability measured at fair value at each reporting date until exercised or upon expiration, with changes in fair value reported in other income in the consolidated statements of operations. As of December 31, 2022 and 2021, the warrant liability for BRPM 250 totaled $ 173 and BRPM 150 and 250 totaled $ 12,938 , respectively, which is included in accrued expenses and other liabilities in the consolidated balance sheets. (w) Redeemable Noncontrolling Interests in Equity of Subsidiaries The Company records redeemable noncontrolling interests in equity of subsidiaries to reflect the economic interests of the class A ordinary shareholders in the BRPM 250 sponsored SPAC and the 20 % noncontrolling interest of Lingo. These interests are presented as redeemable noncontrolling interests in equity of subsidiaries within the consolidated balance sheet, outside of the permanent equity section. The class A ordinary shareholders of BRPM 250 have redemption rights that are considered to be outside of the Company’s control. Remeasurements to the redemption value of the redeemable noncontrolling interest in equity of subsidiaries are recorded within retained earnings (accumulated deficit). The operating agreement with Lingo has provisions which result in the noncontrolling interest being accounted for as temporary equity. Net income (losses) are reflected in net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests in the consolidated statement of operations. Changes to redeemable noncontrolling interest consist of the following: Year Ended December 31, 2022 Balance, January 1, 2021 $ — Proceeds from issuance of BRPM 150 common stock of $ 172,500 and BRPM 250 common stock of $ 172,500 subject to possible redemption 345,000 Balance, December 31, 2021 345,000 Net loss ( 1,215 ) De-consolidation of BRPM 150 ( 172,584 ) Contributions - Fair value of Lingo non-controlling interest as of May 31, 2022 (see Note 4) 8,021 Distributions ( 600 ) Balance, December 31, 2022 $ 178,622 (x) Common Stock Warrants On October 28, 2019, the Company issued 200,000 warrants to purchase common stock of the Company (the “BR Brands Warrants”) in connection with the acquisition of a majority ownership interest in BR Brand Holdings LLC. The BR Brands Warrants entitle the holders of the warrants to acquire shares of the Company’s common stock from the Company at an exercise price of $ 26.24 per share. One-third of the BR Brands Warrants immediately vested and became exercisable upon issuance, and the remaining two-thirds of warrants vested and became exercisable on the second anniversary of the closing, upon the BR Brands’ satisfaction of specified financial performance targets. The BR Brands warrants expire in February 2025. As of December 31, 2022, 200,000 BR Brands warrants were outstanding. (y) Equity Method Investments As of December 31, 2022 and 2021, equity method investments of $ 41,298 and $ 39,190 , respectively, were included in prepaid expenses and other assets in the accompanying consolidated balance sheets. The Company’s share of earnings or losses from the equity method investees is included in income (loss) from equity method investments in the accompanying consolidated statements of operations. bebe stores, inc. As of December 31, 2022 and 2021, the Company had 40.1 % ownership interest in bebe stores, inc. (“bebe”). In December 2021, the Company purchased an additional 71,970 shares of newly issued common stock of bebe for $ 612 and 122 Table of Contents increased its ownership interest from 39.5 % to 40.1 %. The equity ownership in bebe is accounted for under the equity method of accounting and is included in prepaid expenses and other assets in the consolidated balance sheets. The common stock of bebe is publicly traded. The fair value of bebe as of December 31, 2022 and 2021 was $ 25,423 and $ 43,472 , respectively. The carrying value of the investment in bebe as of December 31, 2022 and 2021 was $ 40,383 and $ 36,662 , respectively. As of December 31, 2022, the carrying value of the Company’s equity method investment in bebe exceeded the fair value based on the quoted market prices. In consideration of these facts, the Company evaluated its investment for other than temporary impairment under ASC 323. The Company did not utilize bright-line tests in the evaluation. Based on the available facts and information regarding the operating results of bebe, the Company’s ability and intent to hold the investments until recovery, the relative amount of the declines, and the length of time that the fair values were less than the carrying values, the Company concluded that recognition of impairment losses in earnings was not required. However, the Company will continue to monitor the investment and it is possible that impairment losses will be recorded in earnings in future periods based on changes in facts and circumstances or intentions. The total assets and liabilities of bebe as of December 31, 2022 was $ 94,401 and $ 45,858 , respectively. The total assets and liabilities of bebe as of December 31, 2021 was $ 78,761 and $ 40,173 , respectively. Total revenues of bebe during the years ended December 31, 2022, 2021, and 2020 was $ 55,452 , $ 50,745 , and $ 6,258 , respectively. Net income of bebe during the years ended December 31, 2022, 2021, and 2020 was $ 17,423 , $ 8,366 , and $ 6,383 , respectively. National Holdings Corporation As of December 31, 2020, the Company owned approximately 45 % of the outstanding common stock of National that was included in prepaid expenses and other assets in the consolidated balance sheets. The equity ownership in National is accounted for under the equity method of accounting for periods prior to February 25, 2021. On February 25, 2021, the Company completed the acquisition of National by acquiring the 55 % of common stock not previously owned by the Company. Other Equity Method Investments The Company had other equity method investments over which the Company exercises significant influence but that did not meet the requirements for consolidation, the largest ownership interest being a 40 % ownership interest in Lingo, which was acquired in November 2020. On May 31, 2022, the Company's ownership increased to 80 % and Lingo's operating results are consolidated with the Company from May 31, 2022 through December 31, 2022 as more fully described above in Note 4. The equity ownership in these other investments was accounted for at the applicable times under the equity method of accounting and was included in prepaid expenses and other assets in the consolidated balance sheets. (z) Supplemental Non-cash Disclosures During the year ended December 31, 2022, non-cash investing activities included $ 35,648 in issuance of the Company's common stock and stock options as part of purchase price consideration from acquisitions the Company completed and the repayment of loans receivable in the amount of $ 850 with equity securities. During the year ended December 31, 2022, non-cash financing activities included $ 22,661 in seller financing for deferred cash consideration, the conversion of $ 17,500 of a loan receivable to equity related to an acquisition, and the distribution of investment securities of $ 4,408 to non-controlling interests. During the year ended December 31, 2022, other non-cash activities included the recognition of new operating lease right-of-use assets of $ 48,552 and the recognition of new operating lease liabilities of $ 49,050 . During the year ended December 31, 2021, non-cash investing activities included: the repayment of a loan receivable in full in the amount of $ 133,453 with equity securities, a $ 51,000 note receivable issued for the sale of equity securities to a third party, $ 35,000 of loans receivable exchanged for newly issued debt securities, the repayment of a $ 2,800 loan with equity securities, and $ 200 of loans receivable were converted to equity. During the year ended December 31, 2021, other non-cash activities included the recognition of new operating lease right-of-use assets of $ 18,862 and the recognition of new operating lease liabilities of $ 20,137 . During the year ended December 31, 2020, non-cash investing activities included $ 11,133 non-cash conversions of equity method investments and $ 26,238 conversion of loans receivable to shares of stock. In connection with the purchase 123 Table of Contents of a loan receivable in the amount of $ 61,687 , the Company funded $ 24,434 in cash and the remaining $ 37,253 remains payable as a note payable as of December 31, 2020. During the year ended December 31, 2020, other non-cash activities included the recognition of new operating lease right-of-use assets of $ 8,915 and the recognition of new operating lease liabilities of $ 8,915 . (aa) Reclassifications Certain prior period amounts have been reclassified to conform with the current period presentation. Certain amounts reported in the Capital Markets segment during the years ended December 31, 2021 and 2020 have been reclassified and reported in the Consumer segment during the years ended December 31, 2021 and 2020 as a result of changes in the Company's reportable operating segments in the fourth quarter of 2022. See Note 24 for more details. Prior period amounts presented in Note 20 during the years ended December 31, 2021 and 2020 have been aggregated to reflect the Company's amended stock incentive plan. See Note 20 for more details. (ab) Variable Interest Entity The Company holds interests in various entities that meet the characteristics of a VIE but are not consolidated as the Company is not the primary beneficiary. Interests in these entities are generally in the form of equity interests, loans receivable, or fee arrangements. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion at each reporting date. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly by the Company or indirectly through related parties. The consolidation analysis can generally be performed qualitatively; however, if it is not readily apparent that the Company is not the primary beneficiary, a quantitative analysis may also be performed. The Company, has entered into agreements to provide investment banking and advisory services to numerous investment funds (the “Funds”) that are considered variable interest entities under the accounting guidance. The Company earns fees from the Funds in the form of placement agent fees and carried interest. For placement agent fees, the Company receives a cash fee of generally 7 % to 10 % of the amount of raised capital for the Funds and the fee is recognized at the time the placement services occurred. The Company receives carried interest as a percentage allocation ( 8 % to 15 %) of the profits of the Funds as compensation for asset management services provided to the Funds and it is recognized under the ownership model of ASC 323 - Investments – Equity Method and Joint Ventures as an equity method investment with changes in allocation recorded currently in the results of operations. As the fee arrangements under such agreements are arm’s length and contain customary terms and conditions and represent compensation that is considered fair value for the services provided, the fee arrangements are not considered variable interests and accordingly, the Company does not consolidate such VIEs. Placement agent fees attributable to such arrangements during the years ended December 31, 2022 and 2021 were $ 12,576 and $ 66,263 , respectively, and are included in services and fees in the consolidated statements of operations. The carrying amounts included in the Company’s consolidated financial statements related to variable interests in VIEs that were not consolidated is shown below. December 31, 2022 December 31, 2021 Securities and other investments owned, at fair value $ 33,743 $ 27,445 Loans receivable, at fair value 46,700 205,265 Other assets 3,755 4,956 Maximum exposure to loss $ 84,198 $ 237,666 B. Riley Principal 150 and 250 Merger Corporations In 2021, the Company along with BRPM 150 and BRPM 250, both special purpose acquisition companies incorporated as Delaware corporations, consummated the initial public offerings of 17,250,000 units of BRPM 150 and 17,250,000 units of BRPM 250. Each Unit of BRPM 150 and BRPM 250 consisted of one share of class A common stock 124 Table of Contents and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of BRPM 150 or BRPM 250 class A common stock at an exercise price of $ 11.50 per share. The BRPM 150 and BRPM 250 Units were each sold at a price of $ 10.00 per unit, generating gross proceeds to BRPM 150 of $ 172,500 and BRPM 250 of $ 172,500 . These proceeds which totaled $ 345,000 were deposited in a trust account established for the benefit of the BRPM 150 and BRPM 250 class A public shareholders and was included in prepaid expenses and other assets in the balance sheet. These proceeds are invested only in U.S. treasury securities in accordance with the governing documents of BRPM 150 and BRPM 250. Under the terms of the BRPM 150 and BRPM 250 initial public offerings, BRPM 150 and BRPM 250 are required to consummate a business combination transaction within 24 months (or 27 months under certain circumstances) of the completion of their respective initial public offerings. In connection with the completion of the initial public offerings of BRPM 150 and BRPM 250, the Company invested in the private placement units of BRPM 150 and BRPM 250. Both BRPM 150 and BRPM 250 are determined to be VIE’s because each of the entities do not have enough equity at risk to finance their activities without additional subordinated financial support. The Company has determined that the class A shareholders of BRPM 150 and BRPM 250 do not have substantive rights as shareholders of BRPM 150 and BRPM 250 since these equity interests are determined to be temporary equity. As such, the Company has determined that it is the primary beneficiary of BRPM 150 and BRPM 250 as it has the right to receive benefits or the obligation to absorb losses of each of the entities, as well as the power to direct a majority of the activities that significantly impact BRPM 150 and BRPM 250’s economic performance. Since the Company is determined to be the primary beneficiary, BRPM 150 and BRPM 250 were consolidated into the Company’s financial statements. On July 19, 2022, BRPM 150 completed a business combination with FaZeClan Holdings, Inc. (“Faze Holdings”) in a reverse merger transaction resulting in BRPM 150 no longer being a VIE of the Company and no longer being included in the consolidated group of the Company. In connection with the de-consolidation of BRPM 150, among other items, prepaid expenses and other assets decreased by $ 172,584 related to funds held in a trust account and redeemable noncontrolling interests in equity of subsidiaries decreased by $ 172,500 . During the year ended December 31, 2022, the Company recognized incentive fees of $ 41,885 , which is included in services and fees in the consolidated statement of operations. See Note 23 for further discussion. (ac) Recent Accounting Standards Not yet adopted In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations to enhance transparency about an entity’s use of supplier finance programs. Under the ASU, the buyer in a supplier finance program is required to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented. An entity should also consider whether the existence of a supplier finance program changes the appropriate presentation of the payables in the program from trade payables to borrowings. The amendments in this update are effective for the Company for fiscal periods beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the effect of this new standard, which is not expected to have a material impact on its financial position and results of operations. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820). This update clarifies that a contractual restriction on the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security’s unit of account. Therefore, a contractual sale restriction should not be considered when measuring an equity security’s fair value. The update also prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. Specific disclosures related to equity securities subject to contractual sale restrictions are required and include the fair value of such equity securities on the balance sheet, the nature and remaining duration of the corresponding restrictions, and any circumstances that could cause a lapse in the restrictions. The amendments in this update are effective for the Company for fiscal periods beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. Investment companies as defined by Topic 946 should apply the amendments in this update to an equity security with a contract containing a sale restriction that was executed or modified on or after the date of adoption. For an equity security with a contract containing a sale restriction that was executed before the date of adoption, investment companies should continue to account for the equity security under their historical accounting policy for measuring such securities 125 Table of Contents until the contractual restrictions expire or are modified. The Company has not yet adopted this update and is currently evaluating the effect, if any, this new standard will have on its financial position and results of operations. Recently adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers to require acquiring entities to apply Topic 606 when recognizing and measuring contract assets and contract liabilities instead of only recognizing such items at fair value on the acquisition date. The update addressed diversity in practice related to the acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The Company early adopted the ASU on January 1, 2022. The impact of adopting the ASU was immaterial to the consolidated results of operations, cash flows, financial position, and disclosures. In March 2020, FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which provided optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate (“LIBOR”). The amendments applied only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) , which refined the scope of Topic 848 through optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships. The Company adopted the ASU effective January 1, 2022. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 to defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Company adopted the ASU effective immediately. The impact of adopting the ASU was immaterial to the consolidated results of operations, cash flows, financial position, and disclosures. NOTE 4 — ACQUISITIONS 2022 Acquisitions Acquisition of Targus On October 18, 2022, the Company acquired all of the issued and outstanding shares of Targus in a transaction pursuant to Purchase Agreement with Targus, the sellers identified therein, and the other parties thereto. The purchase price consideration totaled $ 247,546 , which consisted of cash in the amount of $ 112,686 , seller financing of $ 54,000 , the issuance of $ 59,016 in 6.75 % senior notes due 2024, the issuance of $ 15,328 of the Company’s common stock and stock options, and deferred payments of $ 6,515 . In accordance with ASC 805, the Company used the acquisition method of accounting for this acquisition. Goodwill of $ 75,753 and other intangible assets of $ 89,000 were recorded as a result of the acquisition. The acquisition complements the Company’s existing investments and offers potential growth to the Company’s operations in the Consumer segment. The assets and liabilities of Targus, both tangible and intangible, were recorded at their estimated fair values as of the October 18, 2022 acquisition date. Acquisition related costs, such as legal, accounting, valuation and other professional fees related to the acquisition of Targus, were charged against earnings in the amount of $ 1,921 and included in selling, general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2022. Targus goodwill recognized subsequent to the acquisition will be non-deductible for tax purposes. The fair value of acquisition consideration and preliminary purchase price allocation was as follows: 126 Table of Contents Consideration paid: Cash $ 112,686 Fair value of seller financing 54,000 Fair value of 2,400,000 RILYO shares issued in senior notes at $ 24.59 per share 59,016 Fair value of 227,491 B. Riley common shares issued at $ 42.11 per share 9,580 Fair value of 215,876 stock options attributable to service period prior to acquisition 5,749 Fair value of deferred payments 6,515 Total consideration $ 247,546 Assets acquired and liabilities assumed: Cash and cash equivalents $ 18,810 Accounts receivable 91,039 Prepaid and other assets 90,289 Right-of-use assets 7,665 Property and equipment 8,320 Other intangible assets 89,000 Accounts payable ( 54,553 ) Accrued expenses and other liabilities ( 58,911 ) Deferred income taxes ( 9,989 ) Contingent consideration ( 2,212 ) Lease liability ( 7,665 ) Net tangible assets acquired and liabilities assumed 171,793 Goodwill 75,753 Total $ 247,546 The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets: Category Useful life Fair Value Customer relationships 9 years $ 50,000 Internally developed software and other intangibles 1 to 3 years 4,000 Tradenames N/A 35,000 Total $ 89,000 Unaudited Pro Forma Information Acquisition of Targus The following unaudited pro forma financial information is presented to illustrate the estimated effects of the acquisition of Targus as if it had occurred on January 1, 2021. The pro forma amounts include the historical operating results of the Targus prior to the acquisition, with adjustments directly attributable to the acquisition. The pro forma results include adjustments and consequential tax effects to reflect incremental depreciation and amortization expense to be incurred based on preliminary fair values of the identifiable intangible assets acquired, the incremental interest expense associated with the issuance of debt to finance the acquisition, and the adjustments to exclude acquisition related costs incurred during the year ended December 31, 2022 and to recognize these costs during the year ended December 31, 2021 as if incurred on January 1, 2021. The unaudited pro forma financial information is not necessarily indicative of what the consolidated results of operations of the combined company were, nor does it reflect the expected realization of any synergies or cost savings associated with the acquisition. 127 Table of Contents Pro Forma (unaudited) Year Ended December 31, 2022 2021 Revenues $ 1,418,291 $ 1,887,385 Net (loss) income $ ( 138,448 ) $ 461,892 Net (loss) income attributable to B. Riley Financial, Inc. $ ( 141,683 ) $ 456,144 Net (loss) income attributable to common shareholders $ ( 149,691 ) $ 448,687 These pro forma results do not necessarily represent the results of operations that would have been achieved if the acquisition had taken place on January 1, 2021, nor are they indicative of the results of operations for future periods. For the period from October 18, 2022 to December 31, 2022, revenues and pre-tax income from Targus included in the Company’s consolidated results of operations were $ 77,821 and $ 6,899 , respectively. Other Acquisitions During the year ended December 31, 2022, the Company converted $ 17,500 of a loan receivable with Lingo into equity and the Company's ownership interest in Lingo increased from 40 % to 80 %. This resulted in the consolidation of Lingo and the pre-existing equity method investment was remeasured at fair value resulting in the recognition of a gain of $ 6,790 , which is included in trading (losses) income and fair value adjustments on loans in the consolidated statements of operations. Upon the consolidation of Lingo on May 31, 2022, the total fair value of the assets of Lingo was $ 116,500 and the fair value of the 20 % noncontrolling interest was $ 8,021 . As part of the acquisition, the Company assumed liabilities in the amount of $ 32,172 and recorded goodwill of $ 34,412 and other intangible assets of $ 63,000 were recorded in the accompanying consolidated balance sheet. The Company also completed the acquisitions of BullsEye, FocalPoint, and ACR (and related businesses), and other immaterial business. In accordance with ASC 805, the Company used the acquisition method of accounting for these acquisitions, which were not material to our consolidated financial statements. The aggregate purchase price consideration consisted of $ 145,987 in cash, $ 20,320 in issuance of common stock of the Company, $ 52,969 in assumed debt and other consideration payable. The purchase price allocation consisted of $ 151,925 in goodwill, $ 52,860 in intangible assets, and $ 2,522 in net assets acquired. The results of operations of the acquisitions which were not material, have been included in our consolidated financial statements from the date of purchase. 2021 Acquisitions Acquisition of National On February 25, 2021, the Company completed the acquisition of all of the outstanding shares of National not already owned by the Company. The total cash consideration for the approximately 55 % of National outstanding shares that the Company did not previously own and settlement of outstanding share-based awards amounted to $ 35,314 . The Company used the acquisition method of accounting for this acquisition. The acquisition expands the Company’s investment banking, wealth management and financial planning offerings by adding National’s brokerage, insurance, tax preparation and advisory services. Valuation Assumptions for Purchase Price Allocation Our valuation assumptions used to value the acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets, inventories, property and equipment, and deferred income taxes. In determining the fair value of intangible assets acquired, the Company must make assumptions about the future performance of the acquired businesses, including among other things, the forecasted revenue growth attributable to the asset groups and projected operating expenses inclusive of expected synergies, future cost savings, and other benefits expected to be achieved by combining the businesses acquired with the Company. The intangible assets acquired are primarily comprised of customer relationships, trade names and trademarks, developed technology, and backlog. The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the preliminary purchase price allocations. The estimated fair value of the customer relationships and backlog are determined using the multi-period excess earnings method and the estimated fair value of the trade names and trademarks and developed technology are 128 Table of Contents determined using the relief from royalty method. Both methods require forward looking estimates that are discounted to determine the fair value of the intangible asset using a risk-adjusted discount rate that is reflective of the level of risk associated with future estimates associated with the asset group that could be affected by future economic and market conditions. NOTE 5 — RESTRUCTURING CHARGE The Company recorded restructuring charges in the amount of $ 9,011 , $ 0 , and $ 1,557 during the years ended December 31, 2022, 2021, and 2020, respectively. The restructuring charges during the year ended December 31, 2022 were primarily related to the reorganization and consolidation activities in the Wealth Management segment and the Communications segment. Reorganization and consolidation activities consisted of reductions in workforce, facility closures, and related intangible impairments and asset disposals. The restructuring charges during the year ended December 31, 2020 were primarily related to impairment of certain acquired tradename intangibles associated with the Company’s brand realignment across its subsidiary companies to provide greater external consistency and affiliation. The following tables summarize the changes in accrued restructuring charge during the years ended December 31, 2022, 2021, and 2020: Year Ended December 31, 2022 2021 2020 Balance, beginning of year $ 624 $ 727 $ 1,600 Restructuring charge 9,011 — 1,557 Cash paid ( 2,712 ) ( 114 ) ( 901 ) Non-cash items ( 4,588 ) 11 ( 1,529 ) Balance, end of year $ 2,335 $ 624 $ 727 The following table summarizes the restructuring activities by reportable segment during the years ended December 31, 2022 and 2020: Capital Markets Wealth Management Auction and Liquidation Financial Consulting Communications Total Restructuring charges for the year ended December 31, 2022: Employee termination $ — $ 1,150 $ — $ — $ 1,054 $ 2,204 Impairment of intangibles — 2,012 — — 2,162 4,174 Facility closure and consolidation — 1,792 — — 841 2,633 Total restructuring charge $ — $ 4,954 $ — $ — $ 4,057 $ 9,011 Restructuring charges for the year ended December 31, 2020: Impairment of intangibles $ 917 $ — $ 140 $ 500 $ — $ 1,557 Total restructuring charge $ 917 $ — $ 140 $ 500 $ — $ 1,557 There were no restructuring charges during the year ended December 31, 2021. 129 Table of Contents NOTE 6 — SECURITIES LENDING The following table presents the contractual gross and net securities borrowing and lending balances and the related offsetting amount as of December 31, 2022 and 2021: Gross amounts recognized Gross amounts offset in the consolidated balance sheets (1) Net amounts included in the consolidated balance sheets Amounts not offset in the consolidated balance sheets but eligible for offsetting upon counterparty default (2) Net amounts As of December 31, 2022 Securities borrowed $ 2,343,327 $ — $ 2,343,327 $ 2,343,327 $ — Securities loaned $ 2,334,031 $ — $ 2,334,031 $ 2,334,031 $ — As of December 31, 2021 Securities borrowed $ 2,090,966 $ — $ 2,090,966 $ 2,090,966 $ — Securities loaned $ 2,088,685 $ — $ 2,088,685 $ 2,088,685 $ — _______________________ (1) Includes financial instruments subject to enforceable master netting provisions that are permitted to be offset to the extent an event of default has occurred. (2) Includes the amount of cash collateral held/posted. NOTE 7 — ACCOUNTS RECEIVABLE The components of accounts receivable, net, include the following: December 31, 2022 December 31, 2021 Accounts receivable $ 144,120 $ 39,045 Investment banking fees, commissions and other receivables 8,654 14,286 Total accounts receivable 152,774 53,331 Allowance for doubtful accounts ( 3,664 ) ( 3,658 ) Accounts receivable, net $ 149,110 $ 49,673 Additions and changes to the allowance for doubtful accounts consist of the following: Year Ended December 31, 2022 2021 2020 Balance, beginning of period $ 3,658 $ 3,114 $ 1,514 Add: Additions to reserve 4,164 1,453 3,385 Less: Write-offs ( 4,145 ) ( 1,074 ) ( 1,785 ) Less: Recovery ( 13 ) 165 — Balance, end of period $ 3,664 $ 3,658 $ 3,114 130 Table of Contents NOTE 8 — PREPAID EXPENSES AND OTHER ASSETS Prepaid expenses and other assets consist of the following: December 31, 2022 December 31, 2021 Funds held in trust account for BRPM 150 in 2022 and both BRPM 150 and 250 in 2021 to redeem noncontrolling interests in equity of subsidiaries $ 174,437 $ 345,024 Inventory 101,675 3,981 Equity method investments 41,298 39,190 Prepaid expenses 17,623 14,965 Unbilled receivables 14,144 12,315 Other receivables 66,403 40,483 Other assets 45,116 7,544 Prepaid expenses and other assets $ 460,696 $ 463,502 Unbilled receivables represent the amount of contractual reimbursable costs and fees for services performed in connection with fee and service-based contracts in the Auction and Liquidation segment, mobile handsets in the Communications segment, and consulting related engagements in the Financial Consulting segment. NOTE 9 — PROPERTY AND EQUIPMENT Property and equipment, net, consists of the following: Estimated Useful Lives December 31, 2022 December 31, 2021 Leasehold improvements Shorter of the remaining lease term or estimated useful life $ 13,484 $ 13,766 Machinery, equipment and computer software 1 to 15 years 30,930 16,624 Furniture and fixtures 3 to 5 years 5,972 4,724 Total 50,386 35,114 Less: Accumulated depreciation and amortization ( 23,245 ) ( 22,244 ) $ 27,141 $ 12,870 Depreciation expense was $ 5,677 , $ 3,865 , and $ 3,632 during the years ended December 31, 2022, 2021, and 2020, respectively. NOTE 10 — GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill was $ 512,595 and $ 250,568 as of December 31, 2022 and 2021, respectively. The increase in goodwill for the year ended December 31, 2022 was primarily from the acquisitions of Targus in the Consumer segment, FocalPoint in the Capital Markets segment, and Lingo and BullsEye in the Communications segment (See Note 1). 131 Table of Contents The changes in the carrying amount of goodwill during the years ended December 31, 2022 and 2021 were as follows: Capital Markets Segment Wealth Management Segment Auction and Liquidation Segment Financial Consulting Segment Communications Segment Consumer Segment All Other Total Balance as of December 31, 2020 $ 50,806 $ 28,396 $ 1,975 $ 23,680 $ 122,189 $ — $ — $ 227,046 Goodwill acquired during the year: Acquisition of other businesses 532 22,799 — — 191 — — 23,522 Balance as of December 31, 2021 51,338 51,195 1,975 23,680 122,380 — — 250,568 Goodwill acquired during the year: Acquisition of other businesses 110,680 — — — 70,815 75,753 4,779 262,027 Balance as of December 31, 2022 $ 162,018 $ 51,195 $ 1,975 $ 23,680 $ 193,195 $ 75,753 $ 4,779 $ 512,595 Intangible assets consisted of the following: As of December 31, 2022 As of December 31, 2021 Useful Life Gross Carrying Value Accumulated Amortization Intangibles Net Gross Carrying Value Accumulated Amortization Intangibles Net Amortizable assets: Customer relationships 1.9 to 16 Years $ 268,253 $ ( 87,049 ) $ 181,204 $ 130,801 $ ( 59,671 ) $ 71,130 Domain names 7 years 185 ( 169 ) 16 185 ( 143 ) 42 Advertising relationships 8 years 100 ( 81 ) 19 100 ( 69 ) 31 Internally developed software and other intangibles 0.5 to 5 Years 28,295 ( 12,714 ) 15,581 15,275 ( 8,820 ) 6,455 Trademarks 3 to 10 Years 23,309 ( 6,307 ) 17,002 6,369 ( 1,652 ) 4,717 Total 320,142 ( 106,320 ) 213,822 152,730 ( 70,355 ) 82,375 Non-amortizable assets: Tradenames 160,276 — 160,276 125,276 — 125,276 Total intangible assets $ 480,418 $ ( 106,320 ) $ 374,098 $ 278,006 $ ( 70,355 ) $ 207,651 132 Table of Contents Amortization expense was $ 34,292 , $ 22,006 , and $ 15,737 during the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022, estimated future amortization expense was $ 38,705 , $ 34,281 , $ 30,027 , $ 27,126 , $ 24,769 during the years ended December 31, 2023, 2024, 2025, 2026 and 2027, respectively. The estimated future amortization expense after December 31, 2027 was $ 58,914 . NOTE 11 — LEASING ARRANGEMENTS The Company’s operating lease assets primarily represent the lease of office space and facilities where the Company conducts its operations with the weighted average lease term of 10.4 years and 7.4 years as of December 31, 2022 and 2021, respectively. The operating leases have lease terms up to 19.6 years and 10.0 years as of December 31, 2022 and 2021, respectively. The weighted average discount rate used to calculate the present value of lease payments was 6.21 % and 5.25 % as of December 31, 2022 and 2021, respectively. During the years ended December 31, 2022, 2021, and 2020, the total operating lease expense was $ 17,518 , $ 15,230 , and $ 13,434 , respectively. During the years ended December 31, 2022, 2021, and 2020, $ 1,305 , $ 1,377 , and $ 1,225 , respectively, of operating lease expense were attributable to variable lease expenses. Operating lease expense is included in selling, general and administrative expenses in the consolidated statements of operations. During the years ended December 31, 2022, 2021, and 2020, cash payments against operating lease liabilities totaled $ 18,548 , $ 15,509 , and $ 12,901 respectively, and non-cash lease expense transactions totaled $ 4,465 , $ 3,750 , and $ 3,314 , respectively. Cash flows from operating leases are classified as net cash flows from operating activities in the accompanying consolidated statements of cash flows. As of December 31, 2022, maturities of operating lease liabilities were as follows: Operating Leases Year ending December 31: 2023 $ 19,846 2024 19,687 2025 18,622 2026 13,430 2027 9,877 Thereafter 53,327 Total lease payments 134,789 Less: imputed interest ( 35,665 ) Total operating lease liability $ 99,124 As of December 31, 2022 and 2021, the Company did not have any significant leases executed but not yet commenced. NOTE 12 — NOTES PAYABLE Asset Based Credit Facility The Company is party to a credit agreement (as amended, the “Credit Agreement”) governing its asset-based credit facility with Wells Fargo Bank, National Association (“Wells Fargo Bank”) with a maximum borrowing limit of $ 200,000 and a maturity date of April 20, 2027. Cash advances and the issuance of letters of credit under the credit facility are made at the lender’s discretion. The letters of credit issued under this facility are furnished by the lender to third parties for the principal purpose of securing minimum guarantees under liquidation services contracts. All outstanding loans, letters of credit, and interest are due on the expiration date which is generally within 180 days of funding. The credit facility is secured by the proceeds received for services rendered in connection with liquidation service contracts pursuant to which any outstanding loan or letters of credit are issued and the assets that are sold at liquidation related to such contract. The interest rate for each revolving credit advance under the Credit Agreement is subject to certain terms and conditions, equal to the Secured Overnight Financing Rate (“SOFR”) plus a margin of 2.25 % to 3.25 % depending on the type of advance and the percentage such advance represents of the related transaction for which such advance is provided. The credit facility provides for success fees in the amount of 1.0 % to 10.0 % of the net profits, if any, earned on the liquidation 133 Table of Contents engagements funded under the Credit Agreement as set forth therein. The credit facility also provides for funding fees in the amount of 0.05 % to 0.20 % of the aggregate principal amount of all credit advances and letters of credit issued in connection with a liquidation sale. Interest expense totaled $ 183 , $ 435 , and $ 639 during the years ended December 31, 2022, 2021, and 2020, respectively. There is no outstanding balance on this credit facility as of December 31, 2022 and 2021. As of December 31, 2022 and 2021, there were no open letters of credit outstanding. The Company is in compliance with all financial covenants in the asset-based credit facility as of December 31, 2022. Other Notes Payable As of December 31, 2022 and 2021, the outstanding balance for the other notes payable was $ 25,263 and $ 357 , respectively. Interest expense was $ 1,125 , $ 21 , and $ 51 during the years ended December 31, 2022, 2021, and 2020, respectively. Notes payable consisted of additional deferred cash consideration owed to the sellers of FocalPoint as of December 31, 2022. Notes payable to a clearing organization for one of the Company’s broker dealers, which accrued interest at the prime rate plus 2.00 %, matured on January 31, 2022 and was repaid during the year ended December 31, 2022. NOTE 13 — TERM LOANS AND REVOLVING CREDIT FACILITY Targus Credit Agreement On October 18, 2022, the Company's subsidiary, Tiger US Holdings, Inc., a Delaware corporation, among others, entered into a credit agreement (“Targus Credit Agreement”) with PNC Bank, National Association (“PNC”), as agent and security trustee for a five-year $ 28,000 term loan and a five-year $ 85,000 revolver loan, which was used to finance part of the acquisition of Targus. The Targus Credit Agreement contains certain covenants, including those limiting the Borrower’s ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. The Targus Credit Agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an event of default occurs, the agent would be entitled to take various actions, including the acceleration of amounts outstanding under the Targus Credit Agreement. The Company is in compliance with all financial covenants in the Targus Credit Agreement as of December 31, 2022. The term loan bears interest on the outstanding principal amount equal to the Term SOFR rate plus an applicable margin of 3.75 %. The revolver loan consists of base rate loans that bear interest on the outstanding principal amount equal to the base rate plus an applicable margin of 1.00 % to 1.75 % and term rate loans that bear interest on the outstanding principal amount equal to the revolver SOFR rate plus an applicable margin of 2.00 % to 2.75 %. Principal outstanding is due in quarterly installments starting on December 31, 2022. Quarterly installments from December 31, 2022 to September 30, 2027 are in the amount of $ 1,400 per quarter and the remaining principal balance is due at final maturity on October 18, 2027. As of December 31, 2022, the outstanding balance on the term loan was $ 26,021 (net of unamortized debt issuance costs of $ 580 ) and the outstanding balance on the revolver loan was $ 52,978 . Interest expense on these loans during the year ended December 31, 2022 was $ 1,322 (including amortization of deferred debt issuance costs and unused commitment fees of $ 157 ). The interest rate on the term loan was 8.43 % and the interest rate on the revolver loan ranged between 6.03 % to 9.25 % as of December 31, 2022. Pathlight Credit Agreement On September 23, 2022, the Company's subsidiary, B. Riley Receivables II, LLC, a Delaware limited liability company (the “Borrower”), entered into a credit agreement (the “Pathlight Credit Agreement”) by and among PLC Agent, LLC in the capacity as administrative agent and Pathlight Capital Fund I LP, Pathlight Capital Fund II LP, and Pathlight Capital Fund III LP as the lenders (collectively, “Pathlight”) for a five-year $ 148,200 term loan. The Pathlight Credit Agreement was entered in connection with the purchase of the 2022 Badcock Receivable discussed in Note 3. On January 12, 2023, Amendment No. 2 to the Pathlight Credit Agreement increased the term loan by an additional $ 78,296 . The term 134 Table of Contents loan bears interest on the outstanding principal amount equal to the Term SOFR rate plus an applicable margin of 6.50 %. As of December 31, 2022, the interest rate on the Pathlight Credit Agreement was 11.01 %. The Pathlight Credit Agreement contains certain covenants, including those limiting the Borrower’s ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. The Pathlight Credit Agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults, and cross defaults. If an event of default occurs, the agent would be entitled to take various actions, including the acceleration of amounts due under the outstanding Pathlight Credit Agreement. The Company is in compliance with all financial covenants in the Pathlight Credit Agreement as of December 31, 2022. Principal outstanding under the Pathlight Credit Agreement is repaid based on collections of the 2022 Badcock Receivable less other application of payments as defined in the Pathlight Credit Agreement and the remaining principal balance is due at final maturity on September 23, 2027. As of December 31, 2022, the outstanding balance on the term loan was $ 118,437 (net of unamortized debt issuance costs of $ 2,377 ). Interest expense on the term loan during the year ended December 31, 2022 was $ 5,331 (including amortization of deferred debt issuance costs of $ 1,328 ). Lingo Credit Agreement On August 16, 2022, the Company's subsidiary, Lingo, a Delaware limited liability company (the “Borrower”), entered into a credit agreement (the “Lingo Credit Agreement”) by and among the Borrower, the Company as the secured guarantor, and Banc of California, N.A. in its capacity as administrative agent and lender, for a five-year $ 45,000 term loan. This loan was used to finance part of the purchase of Bullseye by Lingo. On September 9, 2022, Lingo entered into the First Amendment to the Lingo Credit Agreement with Grasshopper Bank (the “New Lender”) for an incremental term loan of $ 7,500 , increasing the principal balance of the term loan to $ 52,500 . On November 10, 2022, Lingo entered into the Second Amendment to the Lingo Credit Agreement with KeyBank National Association for an incremental term loan of $ 20,500 , increasing the principal balance of the term loan to $ 73,000 . The term loan bears interest on the outstanding principal amount equal to the Term SOFR rate plus a margin of 3.00 % to 3.75 % per annum, depending on the consolidated total funded debt ratio as defined in the Lingo Credit Agreement, plus applicable spread adjustment. As of December 31, 2022, the interest rate on the Lingo Credit Agreement was 7.89 %. The agreement contains certain covenants, including those limiting the Borrower’s ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. In addition, the agreement requires the Borrower to maintain certain financial ratios. The agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an event of default occurs, the agent would be entitled to take various actions, including the acceleration of amounts due under the outstanding agreement. The Company is in compliance with all financial covenants in the Lingo Credit Agreement as of December 31, 2022. Principal outstanding is due in quarterly installments starting on March 31, 2023. Quarterly installments from March 31, 2023 to December 31, 2023 are in the amount of $ 2,281 per quarter, from March 31, 2024 to December 31, 2024 are in the amount of $ 2,738 per quarter, from March 31, 2025 to June 30, 2027 are in the amount of $ 3,650 , and the remaining principal balance is due at final maturity on August 16, 2027. As of December 31, 2022, the outstanding balance on the term loan was $ 71,985 (net of unamortized debt issuance costs of $ 1,016 ). Interest expense on the term loan during the year ended December 31, 2022 was $ 1,619 (including amortization of deferred debt issuance costs of $ 97 ). Nomura Credit Agreement On June 23, 2021, the Company, and its wholly owned subsidiaries, BR Financial Holdings, LLC (the “Primary Guarantor”), and BR Advisory & Investments, LLC (the “Borrower”) entered into a credit agreement (as amended prior to the Second Amendment (as defined below) the “Credit Agreement”) with Nomura Corporate Funding Americas, LLC, as administrative agent (the “Administrative Agent”), and Wells Fargo Bank, N.A., as collateral agent (the “Collateral 135 Table of Contents Agent”), for a four-year $ 200,000 secured term loan credit facility (the “Term Loan Facility”) and a four-year $ 80,000 secured revolving loan credit facility (the “Revolving Credit Facility”). On December 17, 2021 (the “Amendment Date”), the Company, the Primary Guarantor, and the Borrower entered into a Second Incremental Amendment to Credit Agreement (the “Second Amendment”), by and among the Company, the Primary Guarantor, the Borrower, each of the subsidiary guarantors signatory thereto, each of the lenders party thereto, the Administrative Agent and the Collateral Agent, pursuant to which the Borrower established an incremental facility in an aggregate principal amount of $ 100,000 (the “Incremental Facility” and the incremental term loans made thereunder, the “Incremental Term Loans”) of secured term loans under the Credit Agreement on terms identical to those applicable to the Term Loan Facility. The Borrower borrowed the full amount of the Incremental Term Loans on the Amendment Date. The Term Loan Facility, Revolving Credit Facility, and Incremental Facility, together, (“Credit Facilities”), mature on June 23, 2025, subject to acceleration or prepayment. Eurodollar loans under the Credit Facilities accrue interest at the Eurodollar Rate plus an applicable margin of 4.50 %. Base rate loans accrue interest at the specified base rate plus an applicable margin of 3.50 %. In addition to paying interest on outstanding borrowings under the Revolving Credit Facility, the Company is required to pay a quarterly commitment fee based on the unused portion of the Revolving Credit Facility, which is determined by the average utilization of the facility for the immediately preceding fiscal quarter. Subject to certain eligibility requirements, the assets of certain subsidiaries of the Company that hold credit assets, private equity assets, and public equity assets are placed into a borrowing base, which serves to limit the borrowings under the Credit Facilities. If borrowings under the facilities exceed the borrowing base, the Company is obligated to prepay the loans in an aggregate amount equal to such excess. The Credit Agreement and the Second Amendment contain certain representations and warranties (subject to certain agreed qualifications) that are customary for financings of this kind. The Credit Agreement and the Second Amendment contain certain affirmative and negative covenants customary for financings of this type that, among other things, limit the Company’s, the Primary Guarantor’s, the Borrower’s, and the Borrower’s subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, to enter into restrictive agreements, to make certain investments, loans, advances, guarantees and acquisitions, to prepay certain indebtedness and to pay dividends or to make other distributions or redemptions/repurchases in respect of their respective equity interests. In addition, the Credit Agreement and the Second Amendment contain a financial covenant that requires the Company to maintain Operating EBITDA of at least $ 135,000 and the Primary Guarantor to maintain net asset value of at least $ 1,100,000 . The Credit Agreement and the Second Amendment contain customary events of default, including with respect to a failure to make payments under the credit facilities, cross-default, certain bankruptcy and insolvency events and customary change of control events. The Company is in compliance with all financial covenants in the Nomura Credit Agreement as of December 31, 2022. Commencing on September 30, 2022, the Term Loan Facility and Incremental Facility is amortizing in equal quarterly installments of 1.25 % of the aggregate principal amount of the term loan as of the closing date with the remaining balance due at final maturity on June 23, 2025. Quarterly installments from March 31, 2023 to March 31, 2025 are in the amount of $ 3,750 per quarter. As of December 31, 2022 and 2021, the outstanding balance on the Term Loan Facility and Incremental Facility was $ 286,962 (net of unamortized debt issuance costs of $ 5,538 ) and $ 292,650 (net of unamortized debt issuance costs of $ 7,350 ), respectively. Interest on the term loan during the years ended December 31, 2022 and 2021, was $ 21,310 (including amortization of deferred debt issuance costs of $ 2,085 ) and $ 5,907 (including amortization of deferred debt issuance costs of $ 766 ), respectively. The interest rate on the term loan as of December 31, 2022 and 2021 was 9.23 % and 4.72 %, respectively. The Company had an outstanding balance of $ 74,700 and $ 80,000 under the Revolving Credit Facility as of December 31, 2022 and 2021, respectively. Interest on the revolving facility during the years ended December 31, 2022 and 2021 was $ 5,441 (including unused commitment fees of $ 13 and amortization of deferred financing costs of $ 586 ) and $ 1,915 (including unused commitment fees of $ 76 and amortization of deferred financing costs of $ 305 ), respectively. The interest rate on the revolving facility as of December 31, 2022 and 2021 was 9.23 % and 4.67 %, respectively. 136 Table of Contents BRPAC Credit Agreement On December 19, 2018, BRPI Acquisition Co LLC (“BRPAC”), a Delaware limited liability company, UOL, and YMAX Corporation, Delaware corporations (collectively, the “Borrowers”), indirect wholly owned subsidiaries of the Company, in the capacity as borrowers, entered into a credit agreement (the “BRPAC Credit Agreement”) with the Banc of California, N.A. in the capacity as agent (the “Agent”) and lender and with the other lenders party thereto (the “Closing Date Lenders”). Certain of the Borrowers’ U.S. subsidiaries are guarantors of all obligations under the BRPAC Credit Agreement and are parties to the BRPAC Credit Agreement in such capacity (collectively, the “Secured Guarantors”; and together with the Borrowers, the “Credit Parties”). In addition, the Company and B. Riley Principal Investments, LLC, the parent corporation of BRPAC and a subsidiary of the Company, are guarantors of the obligations under the BRPAC Credit Agreement pursuant to standalone guaranty agreements pursuant to which the shares outstanding membership interests of BRPAC are pledged as collateral. The obligations under the BRPAC Credit Agreement are secured by first-priority liens on, and first priority security interest in, substantially all of the assets of the Credit Parties, including a pledge of (a) 100.00 % of the equity interests of the Credit Parties, (b) 65 % of the equity interests in United Online Software Development (India) Private Limited, a private limited company organized under the laws of India; and (c) 65 % of the equity interests in magicJack VocalTec LTD., a limited company organized under the laws of Israel. Such security interests are evidenced by pledge, security, and other related agreements. The BRPAC Credit Agreement contains certain covenants, including those limiting the Credit Parties’, and their subsidiaries’ ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. In addition, the BRPAC Credit Agreement requires the Credit Parties to maintain certain financial ratios. The BRPAC Credit Agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an event of default occurs, the agent would be entitled to take various actions, including the acceleration of amounts due under the outstanding BRPAC Credit Agreement. The Company is in compliance with all financial covenants in the BRPAC Credit Agreement as of December 31, 2022. Through a series of amendments, including the most recent Fourth Amendment to the BRPAC Credit Agreement (the “Fourth Amendment”) on June 21, 2022, the Borrowers, the Secured Guarantors, the Agent and the Closing Date Lenders agreed to the following, among other things: (i) the Lenders agreed to make a new $ 75,000 term loan to the Borrowers, the proceeds of which the Borrowers’ used to repay the outstanding principal amount of the existing terms loans and optional loans and will use for other general corporate purposes, (ii) a new applicable margin level of 3.50 % was established as set forth from the date of the Fourth Amendment, (iii) Marconi Wireless Holdings, LLC (“Marconi Wireless”) was added to the Borrowers, (iv) the maturity date of the term loan was set to June 30, 2027, and (v) the Borrowers were permitted to make certain distributions to the parent company of the Borrowers. The borrowings under the amended BRPAC Credit Agreement bear interest equal to the Term SOFR rate plus a margin of 2.75 % to 3.50 % per annum, depending on the Borrowers’ consolidated total funded debt ratio as defined in the BRPAC Credit Agreement. As of December 31, 2022 and 2021, the interest rate on the BRPAC Credit Agreement was 7.65 % and 3.17 %, respectively. Principal outstanding under the Amended BRPAC Credit Agreement is due in quarterly installments. Quarterly installments from March 31, 2023 to December 31, 2023 are in the amount of $ 4,688 per quarter, from March 31, 2024 to December 31, 2026 are in the amount of $ 3,750 per quarter, on March 31, 2027 is in the amount of $ 2,813 , and the remaining principal balance is due at final maturity on June 30, 2027. As of December 31, 2022, and 2021, the outstanding balance on the term loan was $ 68,674 (net of unamortized debt issuance costs of $ 701 ) and $ 53,735 (net of unamortized debt issuance costs of $ 582 ), respectively. Interest expense on the term loan during the years ended December 31, 2022, 2021, and 2020, was $ 3,478 (including amortization of deferred debt issuance costs of $ 331 ), $ 2,468 (including amortization of deferred debt issuance costs of $ 300 ), and $ 2,369 (including amortization of deferred debt issuance costs of $ 278 ), respectively. 137 Table of Contents NOTE 14 — SENIOR NOTES PAYABLE Senior notes payable, net, is comprised of the following as of December 31, 2022 and 2021: December 31, 2022 December 31, 2021 6.750 % Senior notes due May 31, 2024 $ 199,232 $ 111,170 6.500 % Senior notes due September 30, 2026 180,532 178,787 6.375 % Senior notes due February 28, 2025 146,432 144,521 6.000 % Senior notes due January 31, 2028 266,058 259,347 5.500 % Senior notes due March 31, 2026 217,440 214,243 5.250 % Senior notes due August 31, 2028 405,483 397,302 5.000 % Senior notes due December 31, 2026 324,714 322,679 1,739,891 1,628,049 Less: Unamortized debt issuance costs ( 18,140 ) ( 21,489 ) $ 1,721,751 $ 1,606,560 During the years ended December 31, 2022 and 2021, the Company issued $ 111,841 and $ 233,416 , respectively, of senior notes with maturity dates ranging from May 2024 to August 2028 pursuant to At the Market Issuance Sales Agreements with B. Riley Securities, Inc. which governs the program of at-the-market sales of the Company’s senior notes. A series of prospectus supplements were filed by the Company with the SEC in respect of the Company’s offerings of these senior notes. On November 15, 2022, the Company issued $ 60,000 of senior notes due in May 2024 (“ 6.75 % 2024 Notes”) pursuant to a prospectus supplement. Interest on the 6.75 % 2024 Notes is payable quarterly at 6.75 %. The 6.75 % 2024 Notes are unsecured and due and payable in full on May 30, 2024. In connection with the issuance of the 6.75 % 2024 Notes, the Company received net proceeds of $ 59,016 (after underwriting commissions, fees and other issuance costs of $ 984 ). The Notes bear interest at the rate of 6.75 % per annum. As of December 31, 2022 and 2021, the total senior notes outstanding was $ 1,721,751 (net of unamortized debt issue costs of $ 18,140 ) and $ 1,606,560 (net of unamortized debt issue costs of $ 21,489 ) with a weighted average interest rate of 5.75 % and 5.69 %, respectively. Interest on senior notes is payable on a quarterly basis. Interest expense on senior notes totaled $ 99,854 , $ 81,475 , and $ 61,233 during the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022, the aggregate maturities of borrowings from notes payable, term loans, credit facilities, and senior notes for the next five years are as follows: Amount 2023 $ 165,592 2024 262,912 2025 531,663 2026 758,101 2027 86,528 Sales Agreement Prospectus to Issue Up to $ 250,000 of Senior Notes The most recent sales agreement prospectus was filed by us with the SEC on January 5, 2022 (the “January 2022 Sales Agreement Prospectus”) superseding the prospectus filed with the SEC on August 11, 2021, the prospectus filed with the SEC on April 6, 2021, and the prospectus filed with the SEC on January 28, 2021. This program provides for the sale by the Company of up to $ 250,000 of certain of the Company’s senior notes. As of December 31, 2022 and 2021, the Company had $ 69,500 and $ 111,911 , respectively, remaining availability under the Sales Agreement Prospectus. NOTE 15 — REVENUE FROM CONTRACTS WITH CUSTOMERS 138 Table of Contents Revenue from contracts with customers from the Company's six reportable operating segments and the All Other category during the years ended December 31, 2022, 2021, and 2020 is reported below. There were no revenues in the All Other category during the years ended December 31, 2021 and 2020. Capital Markets Wealth Management Auction and Liquidation Financial Consulting Communications Consumer All Other Total Revenues for the year ended December 31, 2022: Corporate finance, consulting and investment banking fees $ 169,955 $ — $ — $ 58,143 $ — $ — $ — $ 228,098 Wealth and asset management fees 12,547 204,805 — — — — — 217,352 Commissions, fees and reimbursed expenses 41,316 19,299 12,581 40,365 — — — 113,561 Subscription services — — — — 219,379 — — 219,379 Sale of goods — — 56,928 — 7,526 77,821 — 142,275 Advertising, licensing and other — — — — 8,750 18,940 13,797 41,487 Total revenues from contracts with customers 223,818 224,104 69,509 98,508 235,655 96,761 13,797 962,152 Interest income - Loans and securities lending 240,813 — 4,587 — — — — 245,400 Trading (losses) gains on investments ( 151,816 ) 3,522 — — — — — ( 148,294 ) Fair value adjustment on loans ( 54,334 ) — — — — — — ( 54,334 ) Other 69,115 6,631 — — — — — 75,746 Total revenues $ 327,596 $ 234,257 $ 74,096 $ 98,508 $ 235,655 $ 96,761 $ 13,797 $ 1,080,670 139 Table of Contents Capital Markets Wealth Management Auction and Liquidation Financial Consulting Communications Consumer Total (As Restated) (As Restated) Revenues for the year ended December 31, 2021: Corporate finance, consulting and investment banking fees $ 484,247 $ — $ — $ 56,439 $ — $ — $ 540,686 Wealth and asset management fees 6,769 282,711 — — — — 289,480 Commissions, fees and reimbursed expenses 48,382 75,776 19,079 37,873 — — 181,110 Subscription services — — — — 79,149 — 79,149 Service contract revenues — — 1,090 — — — 1,090 Sale of goods — — 53,348 — 4,857 — 58,205 Advertising, licensing and other — — — — 9,341 20,308 29,649 Total revenues from contracts with customers 539,398 358,487 73,517 94,312 93,347 20,308 1,179,369 Interest income - Loans and securities lending 122,723 — — — — — 122,723 Trading gains on investments 203,287 7,623 — — — — 210,910 Fair value adjustment on loans 9,635 — — — — — 9,635 Other 16,187 15,874 — — — — 32,061 Total revenues $ 891,230 $ 381,984 $ 73,517 $ 94,312 $ 93,347 $ 20,308 $ 1,554,698 140 Table of Contents Capital Markets Wealth Management Auction and Liquidation Financial Consulting Communications Consumer Total (As Restated) (As Restated) Revenues for the year ended December 31, 2020: Corporate finance, consulting and investment banking fees $ 255,023 $ — $ — $ 54,051 $ — $ — $ 309,074 Wealth and asset management fees 7,391 71,204 — — — — 78,595 Commissions, fees and reimbursed expenses 48,416 — 50,035 36,855 — — 135,306 Subscription services — — — — 72,666 — 72,666 Service contract revenues — — 13,066 — — — 13,066 Sale of goods — — 25,663 — 3,472 — 29,135 Advertising, licensing and other — — — — 11,000 16,458 27,458 Total revenues from contracts with customers 310,830 71,204 88,764 90,906 87,138 16,458 665,300 Interest income - Loans and securities lending 102,499 — — — — — 102,499 Trading gains on investments 77,906 804 — — — — 78,710 Fair value adjustment on loans ( 22,033 ) — — — — — ( 22,033 ) Other 7,884 1,141 — 716 — — 9,741 Total revenues $ 477,086 $ 73,149 $ 88,764 $ 91,622 $ 87,138 $ 16,458 $ 834,217 Revenues are recognized when control of the promised goods or performance obligations for services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring the Company’s progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a 141 Table of Contents performance obligation satisfied at a point in time is recognized at the point in time that we determine the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those promised goods or services (i.e., the “transaction price”). In determining the transaction price, the Company considers multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, the Company considers the range of possible outcomes, the predictive value of the Company’s past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as market volatility or the judgment and actions of third parties. Payment terms vary by customer with due dates varying in advance of service or upon invoice of the service or for the sale of goods with credit terms. Revenues by geographic region by segment is included in Note 24 – Business Segments. The following provides detailed information on the recognition of the Company’s revenues from contracts with customers: Corporate finance, consulting and investment banking fees . Fees earned from corporate finance and investment banking services are derived from debt, equity and convertible securities offerings in which the Company acted as an underwriter or placement agent. Fees from underwriting activities are recognized as revenues when the performance obligation for the services related to the underwriting transaction is satisfied under the terms of the engagement and is not subject to any other contingencies. Fees are also earned from financial advisory and consulting services rendered in connection with client mergers, acquisitions, restructurings, recapitalizations and other strategic transactions. The performance obligation for financial advisory services is satisfied over time as work progresses on the engagement and services are delivered to the client. Fees earned from bankruptcy, financial advisory, forensic accounting and real estate consulting services are rendered to clients over time as work progresses on the engagement and services are delivered to the client. Fees may also include success and performance based fees which are recognized as revenue when the performance obligation is no longer constrained and it is not probable that the revenue recognized would be subject to significant reversal in a future period. The performance obligation for financial advisory services may also include success and performance based fees which are recognized as revenue when the performance obligation is no longer constrained and it is not probable that the revenue recognized would be subject to significant reversal in a future period. Generally, it is probable that the revenue recognized is no longer subject to significant reversal upon the closing of the investment banking transaction. Wealth and asset management fees . Fees from wealth and asset management services consist primarily of investment management fees that are recognized over the period the performance obligation for the services are provided. Investment management fees are primarily comprised of fees for investment management services and are generally based on the dollar amount of the assets being managed. Commissions, fees and reimbursed expenses . Commissions and other fees from clients for trading activities are earned from equity securities transactions executed as agent or principal are recorded at a point in time on a trade date basis. Commission, fees and reimbursed expenses earned on the sale of goods at Auction and Liquidation sales are recognized when evidence of a contract or arrangement exists, the transaction price has been determined, and the performance obligation has been satisfied when control of the product and risks of ownership has been transferred to the buyer. Revenues from fees and reimbursed expenses for valuation services to clients are recognized when the performance obligation is completed and is generally at the point in time upon delivery of the report to the customer. Subscription services . Subscription service revenues are primarily earned from the Communications segment's service contracts and are recognized in the period in which the transaction price has been determinable and the related performance obligations for services are provided to the customer. UOL pay accounts generally pay in advance for their internet access services and revenues are then recognized ratably over the service period. Subscription service revenues from magicJack include (a) revenues for initial access rights, which are recognized ratably over the service term, (b) revenues from access rights renewal, which are recognized ratably over the extended access right period; (c) revenues from access and wholesale charges, which are recognized as calls are terminated to the network; (d) revenues from UCaaS services, which are recognized in the period the services are provided over the term of the customer agreements; and (e) prepaid international long distance minutes, which are recognized as the minutes are used or expired. Subscription service revenues from our mobile phone business include revenues from mobile voice, text, and data services and are recognized ratably over the service period. Voice, text, and data overage charges are recognized over time as the consumer simultaneously receives and consumes the benefits each period as the Company performs. 142 Table of Contents Service contract revenues . Service contract revenues are primarily earned from Auction and Liquidation services contracts where the Company guarantees a minimum recovery value for goods being sold at auction or liquidation are recognized over time when the performance obligation is satisfied. The Company generally uses the cost-to-cost measure of progress for its contracts because it best depicts the transfer of services to the customer which occurs as the Company incurs costs on its contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. Costs to fulfill the contract include labor and other direct costs incurred by the Company related to the contract. Due to the nature of the guarantees and performance obligations under these contracts, the estimation of revenue that is ultimately earned is complex and subject to many variables and requires significant judgment. It is common for these contracts to contain provisions that can either increase or decrease the transaction price upon completion of our performance obligations under the contract. Estimated amounts are included in the transaction price at the most likely amount it is probable that a significant reversal of revenue will not occur. The Company’s estimates of variable consideration and determination of whether or not to include estimated amounts in the transaction price are based on an assessment of its anticipated performance under the contract taking into consideration all historical, current and forecasted information that is reasonably available to the Company. If the Company determines that the variable consideration used in the initial determination of the transaction price for the contract is such that the total recoveries from the auction or liquidation will not exceed the guaranteed recovery values or advances made in accordance with the contract, the transaction price will be reduced and a loss or negative revenue could result from the performance obligation. A provision for the entire loss as negative revenue on the performance obligation is recognized in the period the loss is determined. Sale of goods. Sale of goods primarily consists of the sale of magicJack and Marconi Wireless devices, amounts from the sale of goods acquired in Auction and Liquidation asset purchase agreements, and amounts from the sale of goods from Targus in the Consumer segment. Revenues from the sale of magicJack and Marconi Wireless devices are recognized upon delivery (when control transfers to the customer). Sale of product revenues also include the related shipping and handling and installment fees, if applicable. Revenues from the sale of goods acquired in Auction and Liquidation asset purchase agreements are recognized when control of the product and risks of ownership has been transferred to the buyer. Revenue from the sale of Targus goods is recognized when control of the product transfers to the customer, generally upon product shipment. Revenue is measured as the amount of consideration expected to be received in exchange for the transfer of product. There are no significant judgments or estimates made to determine the amount or timing of reported revenues. Sales terms do not allow for a right of return except for matters related to products with defects or damages. Advertising, licensing and other . Advertising revenues consist of amounts from UOL’s Internet search partner that are generated as a result of users utilizing the partner’s Internet search services and amounts generated from display advertisements. Advertising revenues are recognized in the period in which the advertisement is displayed or, for performance-based arrangements, when the related performance criteria are met. In determining whether an arrangement exists, the Company ensures that a written contract is in place, such as a standard insertion order or a customer-specific agreement. The Company assesses whether performance criteria have been met and whether the transaction price is determinable based on a reconciliation of the performance criteria and the payment terms associated with the transaction. The reconciliation of the performance criteria generally includes a comparison of customer-provided performance data to the contractual performance obligation and to internal or third-party performance data in circumstances where that data is available. Licensing revenue results from various license agreements that provide revenue based on guaranteed minimum royalty amounts and advertising/marketing fees with additional royalty revenue based on a percentage of defined sales. Guaranteed minimum royalty amounts are recognized as revenue on a straight-line basis over the full contract term. Royalty payments exceeding the guaranteed minimum amounts in a specific contract year are recognized only subsequent to when the guaranteed minimum amount has been achieved. Other licensing fees are recognized at a point in time once the performance obligations have been satisfied. Payments received as consideration for the grant of a license are recorded as deferred revenue at the time payment is received and recognized ratably as revenue over the term of the license agreement. Advanced royalty payments are recorded as deferred revenue at the time payment is received and recognized as revenue when earned. Revenue is not recognized unless collectability is probable. Other income primarily consists of services revenues from the operations of a regional environmental services business and a landscaping business. The environmental services business is engaged in the recycling of scrap and waste materials and deals primarily in paper products. Customer arrangements contain a single obligation to transfer processed recycled 143 Table of Contents goods and revenues are recognized at a point in time as processing fees when the performance obligation is satisfied. The landscaping business provides landscaping maintenance, improvements, and irrigation services to its customers. Revenues are recognized as the services are performed, which is typically ratably over the term of the contract. Information on Remaining Performance Obligations and Revenue Recognized from Past Performance The Company does not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligation(s) with an original expected duration exceeding one year was not material as of December 31, 2022. Corporate finance and investment banking fees and retail liquidation engagement fees that are contingent upon completion of a specific milestone and fees associated with certain distribution services are also excluded as the fees are considered variable and not included in the transaction price as of December 31, 2022. Contract Balances The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. The Company records a receivable when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligation(s) are satisfied. Receivables related to revenues from contracts with customers totaled $ 149,110 and $ 49,673 as of December 31, 2022 and 2021, respectively. The Company had no significant impairments related to these receivables during the years ended December 31, 2022 and 2021. The Company also has $ 14,144 and $ 12,315 of unbilled receivables included in prepaid expenses and other assets as of December 31, 2022 and 2021, respectively. The Company’s deferred revenue primarily relates to retainer and milestone fees received from corporate finance and investment banking advisory engagements, asset management agreements, financial consulting engagements, subscription services where the performance obligation has not yet been satisfied and license agreements with guaranteed minimum royalty payments and advertising/marketing fees with additional royalty revenue based on a percentage of defined sales. Deferred revenue as of December 31, 2022 and 2021 was $ 85,441 and $ 69,507 , respectively. The Company expects to recognize the deferred revenue of $ 85,441 as of December 31, 2022 as service and fee revenues when the performance obligation is met during the years December 31, 2023, 2024, 2025, 2026 and 2027 in the amount of $ 54,696 , $ 13,713 , $ 7,994 , $ 3,897 , and $ 1,780 , respectively. The Company expects to recognize the deferred revenue of $ 3,361 after December 31, 2027. During the years ended December 31, 2022, 2021, and 2020, the Company recognized revenue of $ 37,254 , $ 39,906 , and $ 38,330 that was recorded as deferred revenue at the beginning of each period, respectively. Contract Costs Contract costs include: (1) costs to fulfill contracts associated with corporate finance and investment banking engagements are capitalized where the revenue is recognized at a point in time and the costs are determined to be recoverable; (2) costs to fulfill Auction and Liquidation services contracts where the Company guarantees a minimum recovery value for goods being sold at auction or liquidation where the revenue is recognized over time when the performance obligation is satisfied; and (3) commissions paid to obtain magicJack contracts which are recognized ratably over the contract term and third party support costs for magicJack and related equipment purchased by customers which are recognized ratably over the service period. The capitalized costs to fulfill a contract were $ 5,990 and $ 1,605 as of December 31, 2022 and 2021, respectively, and are recorded in prepaid expenses and other assets in the consolidated balance sheets. During the years ended December 31, 2022, 2021, and 2020, the Company recognized expenses of $ 3,117 , $ 580 , and $ 405 related to capitalized costs to fulfill a contract, respectively. There were no significant impairment charges recognized in relation to these capitalized costs during years ended December 31, 2022, 2021, and 2020. 144 Table of Contents NOTE 16 — INCOME TAXES The Company’s provision for income taxes consists of the following during the years ended December 31, 2022, 2021, and 2020: Year Ended December 31, 2022 2021 2020 Current: Federal $ 15,793 $ 67,322 $ 4,730 State ( 1,053 ) 30,036 3,297 Foreign 1,638 4,796 5,344 Total current provision 16,378 102,154 13,371 Deferred: Federal ( 60,736 ) 42,734 41,979 State ( 19,544 ) 17,824 18,518 Foreign 46 1,248 1,572 Total deferred ( 80,234 ) 61,806 62,069 Total (benefit from) provision for income taxes $ ( 63,856 ) $ 163,960 $ 75,440 A reconciliation of the federal statutory rate of 21.0 % to the effective tax rate for income before income taxes is as follows during the years ended December 31, 2022, 2021, and 2020: Year Ended December 31, 2022 2021 2020 Provision for income taxes at federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 7.2 % 6.5 % 6.3 % Noncontrolling interest tax differential 0.6 % 0.1 % ( 0.1 %) Employee stock based compensation 1.7 % ( 1.1 %) ( 2.2 %) Other ( 1.5 %) 0.2 % 2.0 % Effective income tax rate 29.0 % 26.7 % 27.0 % 145 Table of Contents Deferred income tax assets (liabilities) consisted of the following as of December 31, 2022 and 2021: December 31, 2022 2021 Deferred tax assets: Accrued liabilities and other $ 19,942 $ 8,286 Mandatorily redeemable noncontrolling interests 1,190 1,190 Other 42 649 State taxes — 5,321 Share based payments 14,346 6,871 Foreign tax and other tax credit carryforwards — 490 Capital loss carryforward 66,308 62,539 Net operating loss carryforward 39,801 32,445 Total deferred tax assets 141,629 117,791 Deferred tax liabilities: Deductible goodwill and other intangibles ( 44,155 ) ( 5,129 ) State taxes ( 3,839 ) — Depreciation ( 4,087 ) ( 1,592 ) Deferred revenue ( 15,967 ) ( 116,631 ) Other ( 15,574 ) ( 6,483 ) Total deferred tax liabilities ( 83,622 ) ( 129,835 ) Net deferred tax assets 58,007 ( 12,044 ) Valuation allowance ( 83,577 ) ( 78,163 ) Net deferred tax liabilities $ ( 25,570 ) $ ( 90,207 ) Deferred tax assets, net $ 3,978 $ 2,848 Deferred tax liabilities, net ( 29,548 ) ( 93,055 ) Net deferred tax liabilities $ ( 25,570 ) $ ( 90,207 ) During the years ended December 31, 2022, 2021, and 2020, the Company's loss before income taxes of $ 220,450 , income before income taxes of $ 614,762 , and $ 279,457 includes a United States component of loss before income taxes of $ 229,174 , income before income taxes of $ 598,882 , and $ 264,654 and a foreign component comprised of income before income taxes of $ 8,724 , $ 15,880 , and $ 14,803 , respectively. As of December 31, 2022, the Company had federal net operating loss carryforwards of $ 55,349 and state net operating loss carryforwards of $ 46,981 . During the years ended December 31, 2022, 2021, and 2020, the Company recorded a benefit in the provision for income taxes related to federal and state net operating loss carryforwards in the amount of $ 1,820 , $ 1,527 , and $ 1,313 , respectively. The Company’s federal net operating loss carryforwards will expire in the tax years commencing in December 31, 2033 through December 31, 2038, the state net operating loss carryforwards will expire in tax years commencing in December 31, 2030. The Company establishes a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits of operating loss, capital loss, and tax credit carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. The Company’s net operating losses are subject to annual limitations in accordance with Internal Revenue Code Section 382. Accordingly, the Company is limited to the amount of net operating loss that may be utilized in future taxable years depending on the Company’s actual taxable income. As of December 31, 2022, the Company believes that the existing net operating loss carryforwards will be utilized in future tax periods before the loss carryforwards expire and it is more-likely-than-not that future taxable earnings will be sufficient to realize its deferred tax assets and has not provided a valuation allowance. The valuation allowance increased by $ 5,414 during the year ended December 31, 2022. The Company does not believe that it is more likely than not that it 146 Table of Contents will be able to utilize the benefits related to capital loss carryforwards and has provided a valuation allowance in the amount of $ 66,308 against these deferred tax assets. As of December 31, 2022, the Company had gross unrecognized tax benefits totaling $ 16,146 all of which would have an impact on the Company’s effective income tax rate, if recognized. A reconciliation of the amounts of gross unrecognized tax benefits (before federal impact of state items), excluding interest and penalties, was as follows: Year Ended December 31, 2022 Beginning balance $ 10,826 Additions for current year tax positions 7,129 Reductions for prior year tax positions ( 1,766 ) Reductions due to lapse in statutes of limitations ( 43 ) Ending balance $ 16,146 The Company files income tax returns in the U.S., various state and local jurisdictions, and certain other foreign jurisdictions. The Company is currently under audit by certain federal, state and local, and foreign tax authorities. The audits are in varying stages of completion. The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by tax authorities. Uncertain tax positions are reviewed on an ongoing basis and are adjusted in light of changing facts and circumstances, including progress of tax audits, case law developments, and closing of statutes of limitations. Such adjustments are reflected in the provision for income taxes, as appropriate. The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the calendar years ended December 31, 2019 to 2022. As of December 31, 2022, the Company believes it is reasonably possible that its gross liabilities for unrecognized tax benefits may decrease by approximately $ 34 within the next 12 months due to expiration of statute of limitations. During the year ended December 31, 2022, the Company had accrued interest and penalties relating to uncertain tax positions of $ 531 and $ 4,785 for UOL and magicJack, respectively, all of which was included in income taxes payable. During the year ended December 31, 2022, the Company recorded a net benefit of $ 39 and $ 702 for UOL and magicJack, respectively, related to interest and penalties for uncertain tax positions primarily due to the lapse in statute of limitations. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases if stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of public traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of excise tax is generally 1% of the fair market value of the shares repurchased at the time of repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The Company does not expect the IR Act to have a material impact on its financial position and result of operations. NOTE 17 — EARNINGS PER SHARE Basic earnings per share is calculated by dividing net income by the weighted-average number of shares outstanding during the period. Diluted earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding, after giving effect to all dilutive potential common shares outstanding during the period. Remeasurements to the carrying value of the redeemable noncontrolling interests in equity of subsidiaries are not deemed to be a dividend (see Note 3(w)). According to ASC 480 - Distinguishing Liabilities from Equity , there is no impact on earnings per share in the computation of basic and diluted earnings per share to common shareholders for changes in the carrying value of the redeemable noncontrolling interests in equity, when such changes in carrying value which in substance approximates fair value. 147 Table of Contents Securities that could potentially dilute basic net income per share in the future that were not included in the computation of diluted net income per share were 1,651,011 , 1,639,310 , and 1,445,301 during the years ended December 31, 2022, 2021, and 2020, respectively, because to do so would have been anti-dilutive. Basic and diluted earnings per share were calculated as follows: Year Ended December 31, 2022 2021 2020 Net (loss) income attributable to B. Riley Financial, Inc. $ ( 159,829 ) $ 445,054 $ 205,148 Preferred stock dividends ( 8,008 ) ( 7,457 ) ( 4,710 ) Net (loss) income applicable to common shareholders $ ( 167,837 ) $ 437,597 $ 200,438 Weighted average common shares outstanding: Basic 28,188,530 27,366,292 25,607,278 Effect of dilutive potential common shares: Restricted stock units and warrants — 1,514,728 901,119 Contingently issuable shares — 124,582 — Diluted 28,188,530 29,005,602 26,508,397 Basic (loss) income per common share $ ( 5.95 ) $ 15.99 $ 7.83 Diluted (loss) income per common share $ ( 5.95 ) $ 15.09 $ 7.56 NOTE 18 — ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consist of the following: December 31, 2022 December 31, 2021 Accrued payroll and related expenses $ 86,798 $ 107,904 Dividends payable 33,923 28,486 Income taxes payable 14,760 39,776 Other tax liabilities 23,426 20,106 Contingent consideration 31,046 — Accrued expenses 68,180 96,250 Other liabilities 64,841 51,228 Accrued expenses and other liabilities $ 322,974 $ 343,750 Other tax liabilities primarily consist of uncertain tax positions, sales and VAT taxes payable, and other non-income tax liabilities. Accrued expenses primarily consist of accrued trade payables, investment banking payables and legal settlements. Other liabilities primarily consist of interest payables, customer deposits, and accrued legal fees. NOTE 19 — COMMITMENTS AND CONTINGENCIES (a) Legal Matters The Company is subject to certain legal and other claims that arise in the ordinary course of its business. In particular, the Company and its subsidiaries are named in and subject to various proceedings and claims arising primarily from the Company’s securities business activities, including lawsuits, arbitration claims, class actions, and regulatory matters. Some of these claims seek substantial compensatory, punitive, or indeterminate damages. The Company and its subsidiaries are also involved in other reviews, investigations, and proceedings by governmental and self-regulatory organizations regarding the Company’s business, which may result in adverse judgments, settlements, fines, penalties, injunctions, and 148 Table of Contents other relief. In view of the number and diversity of claims against the Company, the number of jurisdictions in which litigation is pending, and the inherent difficulty of predicting the outcome of litigation and other claims, the Company cannot state with certainty what the eventual outcome of pending litigation or other claims will be. Notwithstanding this uncertainty, the Company does not believe that the results of these claims are likely to have a material effect on its financial position or results of operations. (b) Babcock & Wilcox Commitments and Guarantee On June 30, 2021, the Company agreed to guaranty (the “B. Riley Guaranty”) up to $ 110,000 of obligations that Babcock & Wilcox Enterprises, Inc. (“B&W”) may owe to providers of cash collateral pledged in connection with B&W’s debt financing. The B. Riley Guaranty is enforceable in certain circumstances, including, among others, certain events of default and the acceleration of B&W’s obligations under a reimbursement agreement with respect to such cash collateral. B&W will pay the Company $ 935 per annum in connection with the B. Riley Guaranty. B&W has agreed to reimburse the Company to the extent the B. Riley Guaranty is called upon. As of December 31, 2022, the B. Riley Guaranty was in respect of up to $ 100,000 of B&W obligations after B&W made paydowns of $ 10,000 during the year ended December 31, 2022. On August 10, 2020, the Company entered into a project specific indemnity rider to a general agreement of indemnity made by B&W in favor of one of its sureties. Pursuant to the indemnity rider, the Company agreed to indemnify the surety in connection with a default by B&W under the underlying indemnity agreement relating to a $ 29,970 payment and performance bond issued by the surety in connection with a construction project undertaken by B&W. In consideration for providing the indemnity rider, B&W paid the Company fees in the amount of $ 600 on August 26, 2020. On December 22, 2021, the Company entered into a general agreement of indemnity in favor of one of B&W’s sureties. Pursuant to this indemnity agreement, the Company agreed to indemnify the surety in connection with a default by B&W under a € 30,000 payment and performance bond issued by the surety in connection with a construction project undertaken by B&W. In consideration for providing the indemnity, B&W paid the Company fees in the amount of $ 1,694 on January 20, 2022. (c) Other Commitments On June 19, 2020, the Company participated in a loan facility agreement to provide a total loan commitment up to € 33,000 to a retailer in Europe. The Company made an initial funding of € 6,600 in July 2020 and no additional borrowings were made after the initial funding. The On December 29, 2021, the availability period under the loan expired, leaving no outstanding commitments under the facility as of December 31, 2021. The loan was repaid in full on March 28, 2022. In the normal course of business, the Company enters into commitments to its clients in connection with capital raising transactions, such as firm commitment underwritings, equity lines of credit, or other commitments to provide financing on specified terms and conditions. These commitments require the Company to purchase securities at a specified price or otherwise provide debt or equity financing on specified terms. Securities underwriting exposes the Company to market and credit risk, primarily in the event that, for any reason, securities purchased by the Company cannot be distributed at the anticipated price and to balance sheet risk in the event that debt or equity financing commitments cannot be syndicated. NOTE 20 — SHARE-BASED PAYMENTS 2021 Stock Incentive Plan On May 27, 2021, the 2021 Stock Incentive Plan (the “2021 Plan”) replaced the Amended and Restated 2009 Stock Incentive Plan (the “2009 Plan”) and replaced the FBR & Co. 2006 Long-Term Stock Incentive Plan (the “FBR Stock Plan”). Equity awards previously granted or available for issuance under the 2009 Plan and FBR Stock Plan are now included in the 2021 Plan activity reported below. Share-based compensation expense for restricted stock units under the 2021 Plan was $ 60,520 , $ 35,253 , and $ 18,211 during the years ended December 31, 2022, 2021, and 2020, respectively. During the year ended December 31, 2022, in connection with employee stock incentive plans the Company granted 728,056 restricted stock units with a total grant date fair value of $ 38,946 and 144,891 performance stock units with a total grant date fair value of $ 5,643 . During the year ended December 31, 2021, in connection with employee stock incentive plans the Company granted 531,486 restricted 149 Table of Contents stock units with a total grant date fair value of $ 36,296 and 2,098,540 performance stock units with a total grant date fair value of $ 72,429 . The restricted stock units generally vest over a period of one to five years based on continued service. Performance based restricted stock units generally vest based on both the employee’s continued service and the Company’s common stock price, as defined in the grant, achieving a set threshold during the two to three-year period following the grant. In determining the fair value of restricted stock units on the grant date, the fair value is adjusted for (a) estimated forfeitures, (b) expected dividends based on historical patterns and the Company’s anticipated dividend payments over the expected holding period, and (c) the risk-free interest rate based on U.S. Treasuries for a maturity matching the expected holding period. As of December 31, 2022, the expected remaining unrecognized share-based compensation expense of $ 66,425 was to be expensed over a weighted average period of 1.3 years. As of December 31, 2021, the expected remaining unrecognized share-based compensation expense of $ 87,822 was to be expensed over a weighted average period of 1.9 years. A summary of equity incentive award activity during the years ended December 31, 2022 and 2021 was as follows: Shares Weighted Average Fair Value Nonvested at December 31, 2020 1,117,342 $ 19.59 Granted 2,630,026 50.78 Vested ( 562,609 ) 20.00 Forfeited ( 16,402 ) 37.60 Nonvested at December 31, 2021 3,168,357 $ 52.84 Granted 872,947 51.08 Vested ( 571,448 ) 36.98 Forfeited ( 94,229 ) 57.46 Nonvested at December 31, 2022 3,375,627 $ 54.66 During the years ended December 31, 2022 and 2021, the per-share weighted average grant-date fair value of restricted stock units granted was $ 53.49 and $ 68.29 , respectively. During the years ended December 31, 2022 and 2021, the per-share weighted average grant-date fair value of performance stock units granted was $ 38.95 and $ 34.51 , respectively. During the years ended December 31, 2022 and 2021, the total fair value of shares vested was $ 21,132 and $ 11,251 , respectively. As discussed in Note 4, there were 215,876 stock options with a fair value of $ 5,749 issued as part of the consideration for the purchase price of Targus. All of these options were exercised during the fourth quarter of 2022 and there are no stock options outstanding as of December 31, 2022. NOTE 21 — BENEFIT PLANS AND CAPITAL TRANSACTIONS (a) Employee Benefit Plans The Company maintains qualified defined contribution 401(k) plans, which cover substantially all of its U.S. employees. Under the plans, participants are entitled to make pre-tax contributions up to the annual maximums established by the Internal Revenue Service. The plan documents permit annual discretionary contributions from the Company. Employer contributions in the amount of $ 2,550 , $ 2,125 and $ 1,565 were made during the years ended December 31, 2022, 2021, and 2020, respectively. (b) Employee Stock Purchase Plan In connection with the Company’s Employee Stock Purchase Plan, share based compensation was $ 369 , $ 758 and $ 377 during the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022 and 2021, there were 362,986 and 450,717 shares, respectively, reserved for issuance under the Purchase Plan. 150 Table of Contents (c) Common Stock Since October 30, 2018, the Company’s Board of Directors has authorized annual share repurchase programs of up to $ 50,000 of its outstanding common shares. All share repurchases were effected on the open market at prevailing market prices or in privately negotiated transactions. During the year ended December 31, 2022, the Company repurchased 183,257 shares of its common stock for $ 6,517 , which represents an average price of $ 35.56 per common share. The shares repurchased under the program were retired. On March 3, 2023, the share repurchase program was reauthorized by the Board of Directors for share repurchases of up to $ 50,000 of the Company's outstanding common shares and expires in October 2023. On October 31, 2022, the share repurchase program was reauthorized by the Board of Directors for share repurchases up to $ 50,000 of the Company's outstanding common shares and expires in October 2023. On October 25, 2021, the share repurchase program was reauthorized by the Board of Directors for share repurchases up to $ 50,000 of the Company's outstanding common shares and expired in October 2022. On 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 per share for net proceeds of approximately $ 64,713 after underwriting fees and costs. (d) Preferred Stock On October 7, 2019, the Company closed its public offering of depositary shares (the “Depositary Shares”), each representing 1/1000 th of a share of 6.875 % Series A Cumulative Perpetual Preferred Stock, par value $ 0.0001 per share (the “Series A Preferred Stock”). The liquidation preference of each share of Series A Preferred Stock is $ 25,000 ($ 25.00 per Depositary Share). At the closing, the Company issued 2,000 shares of Series A Preferred Stock represented by 2,000,000 Depositary Shares issued. On October 11, 2019, the Company completed the sale of an additional 300,000 Depositary Shares, pursuant to the underwriters’ full exercise of their over-allotment option to purchase additional Depositary Shares. The offering of the 2,300,000 Depositary Shares generated $ 57,500 of gross proceeds. The Company may elect from time to time to offer the Series A Preferred Stock via ATM sales. During the years ended December 31, 2022 and 2021, the Company issued depositary shares equivalent to 20 and 233 shares, respectively, of the Series A Preferred Stock through ATM sales. There were 2,834 and 2,814 shares issued and outstanding as of December 31, 2022 and 2021, respectively. Total liquidation preference for the Series A Preferred Stock as of December 31, 2022 and 2021, was $ 70,854 and $ 70,362 , respectively. Dividends on the Series A preferred paid during the years ended December 31, 2022 and 2021, were $ 1.71875 per depositary share. On September 4, 2020, the Company issued depositary shares each representing 1/1000th of a share of 7.375 % Series B Cumulative Perpetual Preferred Stock, par value $ 0.0001 per share (the “Series B Preferred Stock”). The Series B Preferred Stock has a liquidation preference of $ 25 per 1/1000 depositary share or $ 25,000 per preferred share. As a result of the offering the Company issued 1,300 shares of Series B Preferred Stock represented by 1,300,000 depositary shares. The offering resulted in gross proceeds of approximately $ 32,500 . The Company may elect from time to time to offer the Series B Preferred Stock via ATM sales. During the years ended December 31, 2022 and 2021, the Company issued depositary shares equivalent to 13 and 307 shares, respectively, of the Series B Preferred Stock through ATM sales. There were 1,710 shares and 1,697 shares issued and outstanding as of December 31, 2022, and 2021, respectively. Total liquidation preference for the Series B Preferred Stock as of December 31, 2022 and 2021, was $ 42,761 and $ 42,428 , respectively. Dividends on the Series B preferred paid during the years ended December 31, 2022 and 2021, were $ 1.84375 per depositary share. The Series A Preferred Stock and the Series B Preferred Stock ranks, as to dividend rights and rights upon the Company’s liquidation, dissolution or winding up: (i) senior to all classes or series of the Company’s common stock and to all other equity securities issued by the Company other than equity securities issued with terms specifically providing that those equity securities rank on a parity with the Series A Preferred Stock or Series B Preferred Stock, (ii) junior to all equity securities issued by the Company with terms specifically providing that those equity securities rank senior to the Series A Preferred Stock and the Series B Preferred Stock with respect to payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up and (iii) effectively junior to all of the Company’s existing and future indebtedness (including indebtedness convertible into our common stock or preferred stock) and to the indebtedness and other liabilities of (as well as any preferred equity interests held by others in) the Company’s existing or future subsidiaries. Generally, the Series A Preferred Stock and the Series B Preferred Stock is not redeemable by the 151 Table of Contents Company prior to October 7, 2024. However, upon a change of control or delisting event, the Company will have the special option to redeem the Series A Preferred Stock and the Series B Preferred Stock. (e) Dividends From time to time, we may decide to pay dividends which will be dependent upon our financial condition and results of operations. During the years ended December 31, 2022, 2021, and 2020, the Company paid cash dividends on its common stock of $ 119,454 , $ 347,135 , and $ 38,792 , respectively. On February 22, 2023, the Company declared a regular quarterly dividend of $ 1.00 per share, which will be paid on or about March 23, 2023 to stockholders of record as of March 10, 2023. On October 28, 2021, the Board of Directors announced an increase to the regular quarterly dividend from $ 0.50 per share to $ 1.00 per share. While it is the Board’s current intention to make regular dividend payments of $ 1.00 per share each quarter and special dividend payments dependent upon certain circumstances from time to time, our Board of Directors may reduce or discontinue the payment of dividends at any time for any reason it deems relevant. The declaration and payment of any future dividends or repurchases of our common stock will be made at the discretion of our Board of Directors and will be dependent upon our financial condition, results of operations, cash flows, capital expenditures, and other factors that may be deemed relevant by our Board of Directors. A summary of our common stock dividend activity during the years ended December 31, 2022, 2021, and 2020 was as follows: Date Declared Date Paid Stockholder Record Date Regular Dividend Amount Special Dividend Amount Total Dividend Amount November 3, 2022 November 29, 2022 November 15, 2022 $ 1.000 $ — $ 1.000 July 28, 2022 August 23, 2022 August 11, 2022 1.000 — 1.000 April 28, 2022 May 20, 2022 May 11, 2022 1.000 — 1.000 February 23, 2022 March 23, 2022 March 9, 2022 1.000 — 1.000 October 28, 2021 November 23, 2021 November 9, 2021 1.000 3.000 4.000 July 29, 2021 August 26, 2021 August 13, 2021 0.500 1.500 2.000 May 3, 2021 May 28, 2021 May 17, 2021 0.500 2.500 3.000 February 25, 2021 March 24, 2021 March 10, 2021 0.500 3.000 3.500 October 28, 2020 November 24, 2020 November 10, 2020 0.375 — 0.375 July 30, 2020 August 28, 2020 August 14, 2020 0.300 0.050 0.350 May 8, 2020 June 10, 2020 June 1, 2020 0.250 — 0.250 March 3, 2020 March 31, 2020 March 17, 2020 0.250 0.100 0.350 Holders of Series A Preferred Stock, when and as authorized by the board of directors of the Company, are entitled to cumulative cash dividends at the rate of 6.875 % per annum of the $ 25,000 liquidation preference ($ 25.00 per Depositary Share) per year (equivalent to $ 1,718.75 or $ 1.71875 per Depositary Share). Dividends will be payable quarterly in arrears, on or about the last day of January, April, July and October. As of December 31, 2022 and 2021, dividends in arrears in respect of the Depositary Shares were $ 812 and $ 806 , respectively. On January 9, 2023, the Company declared a cash dividend of $ 0.4296875 per Depositary Share, which was paid on January 31, 2023 to holders of record as of the close of business on January 20, 2023. Holders of Series B Preferred Stock, when and as authorized by the board of directors of the Company, are entitled to cumulative cash dividends at the rate of 7.375 % per annum of the $ 25,000 liquidation preference ($ 25.00 per Depositary Share) per year (equivalent to $ 1,843.75 or $ 1.84375 per Depositary Share). Dividends will be payable quarterly in arrears, on or about the last day of January, April, July and October. As of December 31, 2022 and 2021, dividends in arrears in respect of the Depositary Shares were $ 526 and $ 522 , respectively. On January 9, 2023, the Company declared a cash dividend of $ 0.4609375 per Depositary Share, which was paid on January 31, 2023 to holders of record as of the close of business on January 20, 2023. 152 Table of Contents A summary of our preferred stock dividend activity during the years ended December 31, 2022, 2021, and 2020 was as follows: Preferred Dividend per Depositary Share Date Declared Date Paid Stockholder Record Date Series A Series B October 10, 2022 October 31, 2022 October 21, 2022 $ 0.4296875 $ 0.4609375 July 7, 2022 July 29, 2022 July 19, 2022 0.4296875 0.4609375 April 7, 2022 April 29, 2022 April 19, 2022 0.4296875 0.4609375 January 10, 2022 January 31, 2022 January 21, 2022 0.4296875 0.4609375 October 6, 2021 November 1, 2021 October 21, 2021 0.4296875 0.4609375 July 8, 2021 August 2, 2021 July 21, 2021 0.4296875 0.4609375 April 5, 2021 April 30, 2021 April 20, 2021 0.4296875 0.4609375 January 11, 2021 January 29, 2021 January 21, 2021 0.4296875 0.4609375 October 8, 2020 October 31, 2020 October 21, 2020 0.4296875 0.4609375 July 7, 2020 July 31, 2020 July 21, 2020 0.4296875 — April 13, 2020 April 30, 2020 April 23, 2020 0.4296875 — January 9, 2020 January 31, 2020 January 21, 2020 0.4296875 — NOTE 22 — NET CAPITAL REQUIREMENTS B. Riley Securities (“BRS”) and B. Riley Wealth Management (“BRWM”), the Company’s broker-dealer subsidiaries, are registered with the SEC as broker-dealers and members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Company’s broker-dealer subsidiaries are subject to SEC Uniform Net Capital Rule (Rule 15c3-1) which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, to not exceed 15 to 1. As such, they are subject to the minimum net capital requirements promulgated by the SEC. As of December 31, 2022, BRS had net capital of $ 175,503 , which was $ 169,458 in excess of its required minimum net capital of $ 6,045 and BRWM had net capital of $ 11,144 , which was $ 8,615 in excess of its required minimum net capital of $ 2,529 . As of December 31, 2021, BRS had net capital of $ 277,611 , which was $ 265,093 in excess of its required minimum net capital of $ 12,518 and BRWM had net capital of $ 13,833 , which was $ 12,819 in excess of its required minimum net capital of $ 1,014 . NOTE 23 — RELATED PARTY TRANSACTIONS The Company provides asset management and placement agent services to unconsolidated funds affiliated with the Company (the “Funds”). In connection with these services, the Funds may bear certain operating costs and expenses which are initially paid by the Company and subsequently reimbursed by the Funds. As of December 31, 2022, amounts due from related parties of $ 1,081 included were from the Funds for management fees and other operating expenses. As of December 31, 2021, amounts due from related parties of $ 2,306 included $ 621 from the Funds for management fees and other operating expenses and $ 1,635 due from CA Global for operating expenses related to wholesale and industrial liquidation engagements managed by CA Global on behalf of GA Global Partners. During the years ended December 31, 2021 and 2020, the Company recorded interest expense of $ 525 and $ 1,710 , respectively, related to loan participations sold to BRC Partners Opportunity Fund, LP (“BRCPOF”), a private equity fund managed by one of its subsidiaries. There were no loan participations sold or related interest expense to BRCPOF during the year ended December 31, 2022. The Company also recorded commission income of $ 555 and $ 568 from introducing trades on behalf of BRCPOF during the years ended December 31, 2021 and 2020, respectively. There was no commission income from introducing traders on behalf of BRCPOF during the year ended December 31, 2022. Our executive officers and members of our board of directors had 47.2 % and 55.8 % financial interest, which includes a financial interest of Bryant Riley, our Co-Chief Executive Officer, of 27.8 % and 31.8 % in the BRCPOF as of December 31, 2022 and 2021, respectively. 153 Table of Contents In June 2020, the Company entered into an investment advisory services agreement with Whitehawk Capital Partners, L.P. (“Whitehawk”), a limited partnership controlled by Mr. J. Ahn, who is the brother of Phil Ahn, the Company’s Chief Financial Officer and Chief Operating Officer. Whitehawk has agreed to provide investment advisory services for GACP I, L.P. and GACP II, L.P. During the years ended December 31, 2022, 2021, and 2020, management fees paid for investment advisory services by Whitehawk was $ 1,173 , $ 1,729 , and $ 1,214 , respectively. The Company periodically participates in loans and financing arrangements for which the Company has an equity ownership and representation on the board of directors (or similar governing body). The Company may also provide consulting services or investment banking services to raise capital for these companies. These transactions can be summarized as follows: Babcock and Wilcox The Company had a last-out term loan receivable due from B&W that is included in loans receivable, at fair value with a fair value of $ 176,191 as of December 31, 2020. On June 1, 2021, the Company agreed to settle the outstanding balance and accrued interest on the last-out term loan receivable in exchange for $ 848 and 2,916,880 shares of B&W’s 7.75 % Series A Cumulative Perpetual Preferred Stock . During the years ended December 31, 2022, 2021, and 2020, the Company earned $ 154 , $ 15,766 , and $ 2,486 , respectively, of underwriting and financial advisory and other fees from B&W in connection with B&W’s capital raising activities. One of the Company’s wholly owned subsidiaries entered into a services agreement with B&W that provided for the President of the Company to serve as the Chief Executive Officer of B&W until November 30, 2020 (the “Executive Consulting Agreement”), unless terminated by either party with thirty days written notice. The agreement was extended through December 31, 2023. Under this agreement, fees for services provided are $ 750 per annum, paid monthly. In addition, subject to the achievement of certain performance objectives as determined by B&W’s compensation committee of the board, a bonus or bonuses may also be earned and payable to the Company. In March 2022, a $ 1,000 performance fee was approved in accordance with the Executive Consulting Agreement. The Company is also a party to indemnification agreements for the benefit of B&W, and the B. Riley Guaranty, each as disclosed above in Note 19 – Commitments and Contingencies. The Arena Group Holdings, Inc. (fka the Maven, Inc.) The Company has loans receivable due from The Arena Group Holdings, Inc. (fka the Maven, Inc.) (“Arena”) included in loans receivable, at fair value of $ 98,729 and $ 69,835 as of December 31, 2022 and 2021, respectively. Interest on these loans is payable at 10.0 % per annum with maturity dates through December 2023. During the year ended December 31, 2022, the Company earned $ 2,023 in underwriting and financial advisory and other fees from Arena in connection with Arena's capital raising activities. California Natural Resources Group, LLC. On November 1, 2021 the Company extended a $ 34,393 bridge promissory note bearing interest at up to 10.0 % per annum to California Natural Resources Group, LLC (“CalNRG”). On January 3, 2022, CalNRG repaid the promissory note using proceeds from a new credit facility with a third party bank (the “CalNRG Credit Facility”). The Company has guaranteed CalNRG’s obligations, up to $ 10,375 , under the CalNRG Credit Facility. Faze Clan On March 9, 2022, the Company loaned $ 10,000 to Faze Clan, Inc. (“Faze”) pursuant to a bridge credit agreement (the “Bridge Agreement”). On April 25, 2022, the Company loaned an additional $ 10,000 pursuant to the Bridge Agreement. All principal and accrued interest pursuant to the Bridge Agreement was repaid upon closing of Faze’s business combination (the “Business Combination”) with BRPM 150, which following the Business Combination changed its name to Faze Holdings. As a result of the Business Combination, BRPM 150 is no longer a VIE of the Company. On July 19, 2022, in connection with the Business Combination, the Company purchased 5,342,500 shares of Faze Holdings Class A common stock for $ 10.00 per share. During the year ended December 31, 2022, the Company earned $ 41,885 of incentive fees for the de-consolidation of BRPM 150 and $ 9,632 of underwriting and financial advisory fees from Faze and BRPM 150 in connection with the Business Combination and capital raising activities. 154 Table of Contents Lingo On May 31, 2022, the Company converted $ 17,500 of a loan receivable with Lingo Management, LLC (“Lingo”) into equity and the Company's ownership interest in Lingo increased from 40 % to 80 %. This resulted in the consolidation of Lingo as more fully discussed in Note 1. Targus On October 18, 2022, the Company acquired all of the issued and outstanding shares of Targus for total purchase consideration of $ 247,546 as more fully discussed in Note 4. At the time of the acquisition, the chief executive officer of Targus was also a member of the Company’s board of directors. Upon closing the acquisition, the individual resigned from the Company’s board of directors and continues to serve as the chief executive officer of Targus. Other The Company often provides consulting or investment banking services to raise capital for companies in which the Company has significant influence through equity ownership, representation on the board of directors (or similar governing body), or both. During the years ended December 31, 2022 and 2021, the Company earned $ 4,168 and $ 26,236 , respectively, of fees related to these services. NOTE 24 — BUSINESS SEGMENTS The Company’s business is classified into six reportable operating segments: the Capital Markets segment, Wealth Management segment, Auction and Liquidation segment, Financial Consulting segment, Communications segment, and Consumer segment. These reportable segments are all distinct businesses, each with a different marketing strategy and management structure. During the fourth quarter of 2022, the Company realigned its segment reporting structure to reflect organizational changes from recent acquisitions and the manner in which capital is allocated. The Consumer segment includes the previously reported Brands segment and Targus, which the Company acquired in the fourth quarter of 2022. The Company has also re-aligned its previously reported Principal Investments - Communications and Other segment into the Communications segment and the All Other category that is reported with Corporate and Other below. The following is a summary of certain financial data for each of the Company’s reportable segments: Year Ended December 31, 2022 2021 2020 (As Restated) (As Restated) Capital Markets segment: Revenues - Services and fees $ 292,933 $ 555,585 $ 318,714 Trading (loss) income and fair value adjustments on loans ( 206,150 ) 212,922 55,873 Interest income - Loans and securities lending 240,813 122,723 102,499 Total revenues 327,596 891,230 477,086 Selling, general and administrative expenses ( 171,006 ) ( 345,455 ) ( 198,962 ) Restructuring charge — — ( 917 ) Interest expense - Securities lending and loan participations sold ( 66,495 ) ( 52,631 ) ( 42,451 ) Depreciation and amortization ( 8,493 ) ( 2,136 ) ( 2,386 ) Segment (loss) income 81,602 491,008 232,370 Wealth Management segment: Revenues - Services and fees 230,735 374,361 72,345 Trading income and fair value adjustments 3,522 7,623 804 Total revenues 234,257 381,984 73,149 Selling, general and administrative expenses ( 258,134 ) ( 357,130 ) ( 68,368 ) Restructuring charge ( 4,955 ) — — Depreciation and amortization ( 5,488 ) ( 8,920 ) ( 1,880 ) 155 Table of Contents Year Ended December 31, 2022 2021 2020 Segment (loss) income ( 34,320 ) 15,934 2,901 Auction and Liquidation segment: Revenues - Services and fees 12,581 20,169 63,101 Revenues - Sale of goods 56,928 53,348 25,663 Interest Income - Loan 4,587 — — Total revenues 74,096 73,517 88,764 Direct cost of services ( 23,920 ) ( 30,719 ) ( 40,730 ) Cost of goods sold ( 17,893 ) ( 20,675 ) ( 9,766 ) Selling, general and administrative expenses ( 19,683 ) ( 14,069 ) ( 12,357 ) Restructuring charge — — ( 140 ) Depreciation and amortization — — ( 2 ) Segment income 12,600 8,054 25,769 Financial Consulting segment: Revenues - Services and fees 98,508 94,312 91,622 Selling, general and administrative expenses ( 81,891 ) ( 77,062 ) ( 68,232 ) Restructuring charge — — ( 500 ) Depreciation and amortization ( 305 ) ( 356 ) ( 347 ) Segment income 16,312 16,894 22,543 Communications segment: Revenues - Services and fees 228,129 88,490 83,666 Revenues - Sale of goods 7,526 4,857 3,472 Total revenues 235,655 93,347 87,138 Direct cost of services ( 108,686 ) ( 23,671 ) ( 19,721 ) Cost of goods sold ( 8,592 ) ( 6,278 ) ( 2,694 ) Selling, general and administrative expenses ( 64,836 ) ( 25,493 ) ( 20,352 ) Depreciation and amortization ( 19,165 ) ( 10,747 ) ( 11,011 ) Restructuring charge ( 4,056 ) — — Segment income 30,320 27,158 33,360 Consumer segment: Revenues - Services and fees 18,940 20,308 16,458 Revenues - Sale of goods 77,821 — — Total revenues 96,761 20,308 16,458 Cost of goods sold ( 52,162 ) — — Selling, general and administrative expenses ( 18,458 ) ( 3,178 ) ( 2,889 ) Depreciation and amortization ( 4,279 ) ( 2,745 ) ( 2,858 ) Impairment of tradenames — — ( 12,500 ) Segment income 21,862 14,385 ( 1,789 ) Consolidated operating income from reportable segments 128,376 573,433 315,154 All Other: Revenues - Services and fees 13,797 — — Corporate and other expenses ( 72,725 ) ( 58,905 ) ( 38,893 ) Interest income 2,735 229 564 Dividend income 35,874 19,732 21,163 Realized and unrealized gains (losses) on investments ( 201,079 ) 166,131 47,341 156 Table of Contents Year Ended December 31, 2022 2021 2020 Change in fair value of financial instruments and other 10,188 3,796 — Income (loss) on equity method investments 3,570 2,801 ( 623 ) Interest expense ( 141,186 ) ( 92,455 ) ( 65,249 ) (Loss) income before income taxes ( 220,450 ) 614,762 279,457 Benefit from (provision for) income taxes 63,856 ( 163,960 ) ( 75,440 ) Net (loss) income ( 156,594 ) 450,802 204,017 Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests 3,235 5,748 ( 1,131 ) Net (loss) income attributable to B. Riley Financial, Inc. ( 159,829 ) 445,054 205,148 Preferred stock dividends 8,008 7,457 4,710 Net (loss) income available to common shareholders $ ( 167,837 ) $ 437,597 $ 200,438 157 Table of Contents The following table presents revenues by geographical area: Year Ended December 31, 2022 2021 2020 (As Restated) (As Restated) Revenues: Revenues - Services and fees: North America $ 888,679 $ 1,148,751 $ 619,964 Australia — — 664 Europe 6,944 4,474 25,278 Total Revenues - Services and fees 895,623 1,153,225 645,906 Trading (loss) income and fair value adjustments on loans North America ( 202,628 ) 220,545 56,677 Revenues - Sale of goods North America 51,899 12,130 6,788 Australia 4,903 — — Europe and Middle East 75,413 46,075 22,347 Asia 7,970 — — Latin America 2,090 — — Total Revenues - Sale of Goods 142,275 58,205 29,135 Revenues - Interest income - Loans and securities lending: North America 240,813 122,723 102,499 Europe 4,587 — — 245,400 122,723 102,499 Total Revenues: North America 978,763 1,504,149 785,928 Australia 4,903 — 664 Europe and Middle East 86,944 50,549 47,625 Asia 7,970 — — Latin America 2,090 — — Total Revenues $ 1,080,670 $ 1,554,698 $ 834,217 The following table presents long-lived assets, which consists of property and equipment, net, by geographical area: December 31, 2022 December 31, 2021 Long-lived Assets - Property and Equipment, net: North America $ 26,276 $ 12,870 Europe 577 — Asia Pacific 162 — Australia 126 — Total $ 27,141 $ 12,870 Segment assets are not reported to, or used by, the Company’s Chief Operating Decision Maker to allocate resources to, or assess performance of, the segments and therefore, total segment assets have not been disclosed. 158 Table of Contents Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements As previously disclosed in Note 2, in connection with the preparation of the Company's consolidated financial statements for the year ended December 31, 2022, the Company identified a classification error of dividend income and realized and unrealized gains (losses) on certain investments within revenue. As a result of this classification error, the Company has restated its unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2022 and 2021, three and six months ended June 30, 2022 and 2021, and three and nine months ended September 30, 2022 and 2021. The classification error had no impact on the Company's consolidated balance sheet, consolidated statements of equity, cash flows, net income, or earnings per share for the foregoing periods. The following tables represent our restated unaudited condensed consolidated financial statements for each quarter-to-date and year-to-date interim period within the nine months ended September 30, 2022 and the year ended December 31, 2021 and at each interim period therein. The 2022 quarterly restatements will be effective with the filing of our future 2023 unaudited interim condensed consolidated financial statement filings in Quarterly Reports on Form 10-Q. The financial information as previously reported for the quarters ended September 30, 2022, June 30, 2022, and March 31, 2022 were derived from our Quarterly Reports on Form 10-Q filed on November 4, 2022, July 29, 2022, and May 6, 2022, respectively. The financial information as previously reported for the quarter ended December 31, 2021 were derived from our Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 28, 2022. For the quarterly periods during the year ended December 31, 2022 B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands, except share data) As Restated December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 Three Months Ended Three Months Ended Nine Months Ended Three Months Ended Six Months Ended Three Months Ended Revenues: Services and fees $ 243,837 $ 257,310 $ 651,786 $ 191,662 $ 394,476 $ 202,814 Trading (loss) income and fair value adjustments on loans ( 58,670 ) ( 6,917 ) ( 143,958 ) ( 117,763 ) ( 137,041 ) ( 19,278 ) Interest income - Loans and securities lending 62,545 57,594 182,855 63,835 125,261 61,426 Sale of goods 134,380 4,130 7,895 1,887 3,765 1,878 Total revenues 382,092 312,117 698,578 139,621 386,461 246,840 Operating expenses: Direct cost of services 68,496 44,523 73,959 17,785 29,436 11,651 Cost of goods sold 71,313 3,089 7,334 1,994 4,245 2,251 Selling, general and administrative expenses 208,552 163,727 506,062 167,136 342,335 175,199 Restructuring charge 995 8,016 8,016 — — — 159 Table of Contents Interest expense - Securities lending and loan participations sold 22,738 17,447 43,757 14,544 26,310 11,766 Total operating expenses 372,094 236,802 639,128 201,459 402,326 200,867 Operating (loss) income 9,998 75,315 59,450 ( 61,838 ) ( 15,865 ) 45,973 Other income (expense): Interest income 1,482 686 1,253 500 567 67 Dividend income 9,595 9,175 26,279 9,243 17,104 7,861 Realized and unrealized gains (losses) on investments ( 64,874 ) 19,071 ( 136,205 ) ( 106,164 ) ( 155,276 ) ( 49,112 ) Change in fair value of financial instruments and other 460 ( 574 ) 9,728 4,321 10,302 5,981 Income (loss) from equity method investments 285 ( 91 ) 3,285 ( 3,399 ) 3,376 6,775 Interest expense ( 44,399 ) ( 34,587 ) ( 96,787 ) ( 31,764 ) ( 62,200 ) ( 30,436 ) (Loss) income before income taxes ( 87,453 ) 68,995 ( 132,997 ) ( 189,101 ) ( 201,992 ) ( 12,891 ) Benefit from (provision for) income taxes 23,998 ( 16,350 ) 39,858 52,513 56,208 3,695 Net (loss) income ( 63,455 ) 52,645 ( 93,139 ) ( 136,588 ) ( 145,784 ) ( 9,196 ) Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests ( 6,010 ) 4,808 9,245 3,571 4,437 866 Net (loss) income attributable to B. Riley Financial, Inc. ( 57,445 ) 47,837 ( 102,384 ) ( 140,159 ) ( 150,221 ) ( 10,062 ) Preferred stock dividends 2,002 2,002 6,006 2,002 4,004 2,002 Net (loss) income available to common shareholders $ ( 59,447 ) $ 45,835 $ ( 108,390 ) $ ( 142,161 ) $ ( 154,225 ) $ ( 12,064 ) Basic (loss) income per common share $ ( 2.08 ) $ 1.62 $ ( 3.86 ) $ ( 5.07 ) $ ( 5.52 ) $ ( 0.43 ) Diluted (loss) income per common share $ ( 2.08 ) $ 1.53 $ ( 3.86 ) $ ( 5.07 ) $ ( 5.52 ) $ ( 0.43 ) 160 Table of Contents Weighted average basic common shares outstanding 28,545,714 28,293,064 28,068,160 28,051,570 27,953,845 27,855,033 Weighted average diluted common shares outstanding 28,545,714 29,968,417 28,068,160 28,051,570 27,953,845 27,855,033 For the quarterly periods during the year ended December 31, 2021 B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands, except share data) As Restated December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 Three Months Ended Three Months Ended Nine Months Ended Three Months Ended Six Months Ended Three Months Ended Revenues: Services and fees $ 308,062 $ 295,561 $ 845,163 $ 262,607 $ 549,602 $ 286,995 Trading income and fair value adjustments on loans 54,848 34,892 165,697 18,411 130,805 112,394 Interest income - Loans and securities lending 33,443 26,869 89,280 25,491 62,411 36,920 Sale of goods 3,961 34,959 54,244 12,457 19,285 6,828 Total revenues 400,314 392,281 1,154,384 318,966 762,103 443,137 Operating expenses: Direct cost of services 12,955 18,019 41,435 12,094 23,416 11,322 Cost of goods sold 5,559 12,442 21,394 3,626 8,952 5,326 Selling, general and administrative expenses 270,712 244,218 635,484 199,922 391,266 191,344 Interest expense - Securities lending and loan participations sold 12,362 10,097 40,269 10,983 30,172 19,189 Total operating expenses 301,588 284,776 738,582 226,625 453,806 227,181 Operating income 98,726 107,505 415,802 92,341 308,297 215,956 Other income (expense): Interest income 54 70 175 56 105 49 Dividend income 7,786 5,936 11,946 3,536 6,010 2,474 Realized and unrealized gains (losses) on investments 14,010 ( 16,695 ) 152,121 14,268 168,816 154,548 161 Table of Contents Change in fair value of financial instruments and other ( 4,471 ) 1,758 8,267 6,509 6,509 — Income (loss) from method equity investments 1,629 1,149 1,172 ( 852 ) 23 875 Interest expense ( 26,441 ) ( 25,372 ) ( 66,014 ) ( 20,856 ) ( 40,642 ) ( 19,786 ) Income before income taxes 91,293 74,351 523,469 95,002 449,118 354,116 Provision for income taxes ( 23,847 ) ( 22,693 ) ( 140,113 ) ( 19,902 ) ( 117,420 ) ( 97,518 ) Net income 67,446 51,658 383,356 75,100 331,698 256,598 Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests 3,274 1,108 2,474 ( 576 ) 1,366 1,942 Net income attributable to B. Riley Financial, Inc. 64,172 50,550 380,882 75,676 330,332 254,656 Preferred stock dividends 1,990 1,929 5,467 1,789 3,538 1,749 Net income available to common shareholders $ 62,182 $ 48,621 $ 375,415 $ 73,887 $ 326,794 $ 252,907 Basic income per common share $ 2.26 $ 1.76 $ 13.75 $ 2.70 $ 12.03 $ 9.38 Diluted income per common share $ 2.08 $ 1.69 $ 13.07 $ 2.58 $ 11.39 $ 8.81 Weighted average basic common shares outstanding 27,569,188 27,570,716 27,297,917 27,344,184 27,159,257 26,972,275 Weighted average diluted common shares outstanding 29,840,704 28,794,066 28,726,492 28,668,465 28,690,444 28,710,368 For the three months ended September 30, 2022 B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands, except share data) 162 Table of Contents Three Months Ended September 30, 2022 As Reported Restatement Adjustments Restatement Reference As Restated Revenues: Services and fees $ 266,485 $ ( 9,175 ) (a) $ 257,310 Trading (loss) income and fair value adjustments on loans 12,154 ( 19,071 ) (b) ( 6,917 ) Interest income - Loans and securities lending 57,594 — 57,594 Sale of goods 4,130 — 4,130 Total revenues 340,363 ( 28,246 ) 312,117 Operating expenses: Direct cost of services 44,523 — 44,523 Cost of goods sold 3,089 — 3,089 Selling, general and administrative expenses 163,727 — 163,727 Restructuring charge 8,016 — 8,016 Interest expense - Securities lending and loan participations sold 17,447 — 17,447 Total operating expenses 236,802 — 236,802 Operating income (loss) 103,561 ( 28,246 ) 75,315 Other income (expense): Interest income 686 — 686 Dividend income — 9,175 (a) 9,175 Realized and unrealized gains (losses) on investments — 19,071 (b) 19,071 Change in fair value of financial instruments and other ( 574 ) — ( 574 ) Loss from equity method investments ( 91 ) — ( 91 ) Interest expense ( 34,587 ) — ( 34,587 ) Income before income taxes 68,995 — 68,995 Provision for income taxes ( 16,350 ) — ( 16,350 ) Net income 52,645 — 52,645 Net income attributable to noncontrolling interests and redeemable noncontrolling interests 4,808 — 4,808 Net income attributable to B. Riley Financial, Inc. 47,837 — 47,837 Preferred stock dividends 2,002 — 2,002 Net income available to common shareholders $ 45,835 $ — $ 45,835 Basic income per common share $ 1.62 $ 1.62 Diluted income per common share $ 1.53 $ 1.53 Weighted average basic common shares outstanding 28,293,064 28,293,064 Weighted average diluted common shares outstanding 29,968,417 29,968,417 (a) To reclassify dividends received from investments from Services and fees to Dividend income. (b) To reclassify realized and unrealized gains (losses) on investments from Trading income (loss) and fair value on loans to Realized and unrealized gains (losses) on investments. 163 Table of Contents For the nine months ended September 30, 2022 B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands, except share data) 164 Table of Contents Nine Months Ended September 30, 2022 As Reported Restatement Adjustments Restatement Reference As Restated Revenues: Services and fees $ 678,065 $ ( 26,279 ) (a) $ 651,786 Trading (loss) income and fair value adjustments on loans ( 280,163 ) 136,205 (b) ( 143,958 ) Interest income - Loans and securities lending 182,855 — 182,855 Sale of goods 7,895 — 7,895 Total revenues 588,652 109,926 698,578 Operating expenses: Direct cost of services 73,959 — 73,959 Cost of goods sold 7,334 — 7,334 Selling, general and administrative expenses 506,062 — 506,062 Restructuring charge 8,016 — 8,016 Interest expense - Securities lending and loan participations sold 43,757 — 43,757 Total operating expenses 639,128 — 639,128 Operating (loss) income ( 50,476 ) 109,926 59,450 Other income (expense): Interest income 1,253 — 1,253 Dividend income — 26,279 (a) 26,279 Realized and unrealized gains (losses) on investments — ( 136,205 ) (b) ( 136,205 ) Change in fair value of financial instruments and other 9,728 — 9,728 Income from equity method investments 3,285 — 3,285 Interest expense ( 96,787 ) — ( 96,787 ) Loss before income taxes ( 132,997 ) — ( 132,997 ) Benefit from income taxes 39,858 — 39,858 Net loss ( 93,139 ) — ( 93,139 ) Net income attributable to noncontrolling interests and redeemable noncontrolling interests 9,245 — 9,245 Net loss attributable to B. Riley Financial, Inc. ( 102,384 ) — ( 102,384 ) Preferred stock dividends 6,006 — 6,006 Net loss available to common shareholders $ ( 108,390 ) $ — $ ( 108,390 ) Basic loss per common share $ ( 3.86 ) $ ( 3.86 ) Diluted loss per common share $ ( 3.86 ) $ ( 3.86 ) Weighted average basic common shares outstanding 28,068,160 28,068,160 Weighted average diluted common shares outstanding 28,068,160 28,068,160 (a) To reclassify dividends received from investments from Services and fees to Dividend income. (b) To reclassify realized and unrealized gains (losses) on investments from Trading income (loss) and fair value on loans to Realized and unrealized gains (losses) on investments. 165 Table of Contents For the three months ended June 30, 2022 B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands, except share data) 166 Table of Contents Three Months Ended June 30, 2022 As Reported Restatement Adjustments Restatement Reference As Restated Revenues: Services and fees $ 200,905 $ ( 9,243 ) (a) $ 191,662 Trading (loss) income and fair value adjustments on loans ( 223,927 ) 106,164 (b) ( 117,763 ) Interest income - Loans and securities lending 63,835 — 63,835 Sale of goods 1,887 — 1,887 Total revenues 42,700 96,921 139,621 Operating expenses: Direct cost of services 17,785 — 17,785 Cost of goods sold 1,994 — 1,994 Selling, general and administrative expenses 167,136 — 167,136 Interest expense - Securities lending and loan participations sold 14,544 — 14,544 Total operating expenses 201,459 — 201,459 Operating (loss) income ( 158,759 ) 96,921 ( 61,838 ) Other income (expense): Interest income 500 — 500 Dividend income — 9,243 (a) 9,243 Realized and unrealized gains (losses) on investments — ( 106,164 ) (b) ( 106,164 ) Change in fair value of financial instruments and other 4,321 — 4,321 Loss from equity method investments ( 3,399 ) — ( 3,399 ) Interest expense ( 31,764 ) — ( 31,764 ) Loss before income taxes ( 189,101 ) — ( 189,101 ) Benefit from income taxes 52,513 — 52,513 Net loss ( 136,588 ) — ( 136,588 ) Net income attributable to noncontrolling interests and redeemable noncontrolling interests 3,571 — 3,571 Net loss attributable to B. Riley Financial, Inc. ( 140,159 ) — ( 140,159 ) Preferred stock dividends 2,002 — 2,002 Net loss available to common shareholders $ ( 142,161 ) $ — $ ( 142,161 ) Basic loss per common share $ ( 5.07 ) $ ( 5.07 ) Diluted loss per common share $ ( 5.07 ) $ ( 5.07 ) Weighted average basic common shares outstanding 28,051,570 28,051,570 Weighted average diluted common shares outstanding 28,051,570 28,051,570 (a) To reclassify dividends received from investments from Services and fees to Dividend income. (b) To reclassify realized and unrealized gains (losses) on investments from Trading income (loss) and fair value on loans to Realized and unrealized gains (losses) on investments. For the six months ended June 30, 2022 167 Table of Contents B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands, except share data) Six Months Ended June 30, 2022 As Reported Restatement Adjustments Restatement Reference As Restated Revenues: Services and fees $ 411,580 $ ( 17,104 ) (a) $ 394,476 Trading (loss) income and fair value adjustments on loans ( 292,317 ) 155,276 (b) ( 137,041 ) Interest income - Loans and securities lending 125,261 — 125,261 Sale of goods 3,765 — 3,765 Total revenues 248,289 138,172 386,461 Operating expenses: Direct cost of services 29,436 — 29,436 Cost of goods sold 4,245 — 4,245 Selling, general and administrative expenses 342,335 — 342,335 Interest expense - Securities lending and loan participations sold 26,310 — 26,310 Total operating expenses 402,326 — 402,326 Operating (loss) income ( 154,037 ) 138,172 ( 15,865 ) Other income (expense): Interest income 567 — 567 Dividend income — 17,104 (a) 17,104 Realized and unrealized gains (losses) on investments — ( 155,276 ) (b) ( 155,276 ) Change in fair value of financial instruments and other 10,302 — 10,302 Income from equity method investments 3,376 — 3,376 Interest expense ( 62,200 ) — ( 62,200 ) Loss before income taxes ( 201,992 ) — ( 201,992 ) Benefit from income taxes 56,208 — 56,208 Net loss ( 145,784 ) — ( 145,784 ) Net income attributable to noncontrolling interests and redeemable noncontrolling interests 4,437 — 4,437 Net loss attributable to B. Riley Financial, Inc. ( 150,221 ) — ( 150,221 ) Preferred stock dividends 4,004 — 4,004 Net loss available to common shareholders $ ( 154,225 ) $ — $ ( 154,225 ) Basic loss per common share $ ( 5.52 ) $ ( 5.52 ) Diluted loss per common share $ ( 5.52 ) $ ( 5.52 ) Weighted average basic common shares outstanding 27,953,845 27,953,845 Weighted average diluted common shares outstanding 27,953,845 27,953,845 (a) To reclassify dividends received from investments from Services and fees to Dividend income. 168 Table of Contents (b) To reclassify realized and unrealized gains (losses) on investments from Trading income (loss) and fair value on loans to Realized and unrealized gains (losses) on investments. For the three months ended March 31, 2022 B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands, except share data) 169 Table of Contents Three Months Ended March 31, 2022 As Reported Restatement Adjustments Restatement Reference As Restated Revenues: Services and fees $ 210,675 $ ( 7,861 ) (a) $ 202,814 Trading (loss) income and fair value adjustments on loans ( 68,390 ) 49,112 (b) ( 19,278 ) Interest income - Loans and securities lending 61,426 — 61,426 Sale of goods 1,878 — 1,878 Total revenues 205,589 41,251 246,840 Operating expenses: Direct cost of services 11,651 — 11,651 Cost of goods sold 2,251 — 2,251 Selling, general and administrative expenses 175,199 — 175,199 Interest expense - Securities lending and loan participations sold 11,766 — 11,766 Total operating expenses 200,867 — 200,867 Operating income 4,722 41,251 45,973 Other income (expense): Interest income 67 — 67 Dividend income — 7,861 (a) 7,861 Realized and unrealized gains (losses) on investments — ( 49,112 ) (b) ( 49,112 ) Change in fair value of financial instruments and other 5,981 — 5,981 Income (loss) from equity method investments 6,775 — 6,775 Interest expense ( 30,436 ) — ( 30,436 ) Loss before income taxes ( 12,891 ) — ( 12,891 ) Benefit from income taxes 3,695 — 3,695 Net loss ( 9,196 ) — ( 9,196 ) Net income attributable to noncontrolling interests and redeemable noncontrolling interests 866 — 866 Net loss attributable to B. Riley Financial, Inc. ( 10,062 ) — ( 10,062 ) Preferred stock dividends 2,002 — 2,002 Net loss available to common shareholders $ ( 12,064 ) $ — $ ( 12,064 ) Basic loss per common share $ ( 0.43 ) $ ( 0.43 ) Diluted loss per common share $ ( 0.43 ) $ ( 0.43 ) Weighted average basic common shares outstanding 27,855,033 27,855,033 Weighted average diluted common shares outstanding 27,855,033 27,855,033 (a) To reclassify dividends received from investments from Services and fees to Dividend income. (b) To reclassify realized and unrealized gains (losses) on investments from Trading income (loss) and fair value on loans to Realized and unrealized gains (losses) on investments. For the three months ended December 31, 2021 170 Table of Contents B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands, except share data) Three Months Ended December 31, 2021 As Reported Restatement Adjustments Restatement Reference As Restated Revenues: Services and fees $ 315,848 $ ( 7,786 ) (a) $ 308,062 Trading income (loss) and fair value adjustments on loans 68,858 ( 14,010 ) (b) 54,848 Interest income - Loans and securities lending 33,443 — 33,443 Sale of goods 3,961 — 3,961 Total revenues 422,110 ( 21,796 ) 400,314 Operating expenses: Direct cost of services 12,955 — 12,955 Cost of goods sold 5,559 — 5,559 Selling, general and administrative expenses 270,712 — 270,712 Interest expense - Securities lending and loan participations sold 12,362 — 12,362 Total operating expenses 301,588 — 301,588 Operating income (loss) 120,522 ( 21,796 ) 98,726 Other income (expense): Interest income 54 — 54 Dividend income — 7,786 (a) 7,786 Realized and unrealized gains (losses) on investments — 14,010 (b) 14,010 Change in fair value of financial instruments and other ( 4,471 ) — ( 4,471 ) Income from equity method investments 1,629 — 1,629 Interest expense ( 26,441 ) — ( 26,441 ) Income before income taxes 91,293 — 91,293 Provision for income taxes ( 23,847 ) — ( 23,847 ) Net income 67,446 — 67,446 Net income attributable to noncontrolling interests and redeemable noncontrolling interests 3,274 — 3,274 Net income attributable to B. Riley Financial, Inc. 64,172 — 64,172 Preferred stock dividends 1,990 — 1,990 Net income available to common shareholders $ 62,182 $ — $ 62,182 Basic income per common share $ 2.26 $ 2.26 Diluted income per common share $ 2.08 $ 2.08 Weighted average basic common shares outstanding 27,569,188 27,569,188 Weighted average diluted common shares outstanding 29,840,704 29,840,704 (a) To reclassify dividends received from investments from Services and fees to Dividend income. 171 Table of Contents (b) To reclassify realized and unrealized gains (losses) on investments from Trading income (loss) and fair value on loans to Realized and unrealized gains (losses) on investments. For the three months ended September 30, 2021 B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands, except share data) 172 Table of Contents Three Months Ended September 30, 2021 As Reported Restatement Adjustments Restatement Reference As Restated Revenues: Services and fees $ 301,497 $ ( 5,936 ) (a) $ 295,561 Trading income and fair value adjustments on loans 18,197 16,695 (b) 34,892 Interest income - Loans and securities lending 26,869 — 26,869 Sale of goods 34,959 — 34,959 Total revenues 381,522 10,759 392,281 Operating expenses: Direct cost of services 18,019 — 18,019 Cost of goods sold 12,442 — 12,442 Selling, general and administrative expenses 244,218 — 244,218 Interest expense - Securities lending and loan participations sold 10,097 — 10,097 Total operating expenses 284,776 — 284,776 Operating income 96,746 10,759 107,505 Other income (expense): Interest income 70 — 70 Dividend income — 5,936 (a) 5,936 Realized and unrealized gains (losses) on investments — ( 16,695 ) (b) ( 16,695 ) Change in fair value of financial instruments and other 1,758 — 1,758 Income from equity method investments 1,149 — 1,149 Interest expense ( 25,372 ) — ( 25,372 ) Income before income taxes 74,351 — 74,351 Provision for income taxes ( 22,693 ) — ( 22,693 ) Net income 51,658 — 51,658 Net income attributable to noncontrolling interests and redeemable noncontrolling interests 1,108 — 1,108 Net income attributable to B. Riley Financial, Inc. 50,550 — 50,550 Preferred stock dividends 1,929 — 1,929 Net income available to common shareholders $ 48,621 $ — $ 48,621 Basic income per common share $ 1.76 $ 1.76 Diluted income per common share $ 1.69 $ 1.69 Weighted average basic common shares outstanding 27,570,716 27,570,716 Weighted average diluted common shares outstanding 28,794,066 28,794,066 (a) To reclassify dividends received from investments from Services and fees to Dividend income. (b) To reclassify realized and unrealized gains (losses) on investments from Trading income (loss) and fair value on loans to Realized and unrealized gains (losses) on investments. For the nine months ended September 30, 2021 173 Table of Contents B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands, except share data) Nine Months Ended September 30, 2021 As Reported Restatement Adjustments Restatement Reference As Restated Revenues: Services and fees $ 857,109 $ ( 11,946 ) (a) $ 845,163 Trading income (loss) and fair value adjustments on loans 317,818 ( 152,121 ) (b) 165,697 Interest income - Loans and securities lending 89,280 — 89,280 Sale of goods 54,244 — 54,244 Total revenues 1,318,451 ( 164,067 ) 1,154,384 Operating expenses: Direct cost of services 41,435 — 41,435 Cost of goods sold 21,394 — 21,394 Selling, general and administrative expenses 635,484 — 635,484 Interest expense - Securities lending and loan participations sold 40,269 — 40,269 Total operating expenses 738,582 — 738,582 Operating income (loss) 579,869 ( 164,067 ) 415,802 Other income (expense): Interest income 175 — 175 Dividend income — 11,946 (a) 11,946 Realized and unrealized gains (losses) on investments — 152,121 (b) 152,121 Change in fair value of financial instruments and other 8,267 — 8,267 Income from equity method investments 1,172 — 1,172 Interest expense ( 66,014 ) — ( 66,014 ) Income before income taxes 523,469 — 523,469 Provision for income taxes ( 140,113 ) — ( 140,113 ) Net income 383,356 — 383,356 Net income attributable to noncontrolling interests and redeemable noncontrolling interests 2,474 — 2,474 Net income attributable to B. Riley Financial, Inc. 380,882 — 380,882 Preferred stock dividends 5,467 — 5,467 Net income available to common shareholders $ 375,415 $ — $ 375,415 Basic income per common share $ 13.75 $ 13.75 Diluted income per common share $ 13.07 $ 13.07 Weighted average basic common shares outstanding 27,297,917 27,297,917 Weighted average diluted common shares outstanding 28,726,492 28,726,492 (a) To reclassify dividends received from investments from Services and fees to Dividend income. 174 Table of Contents (b) To reclassify realized and unrealized gains (losses) on investments from Trading income (loss) and fair value on loans to Realized and unrealized gains (losses) on investments. For the three months ended June 30, 2021 B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands, except share data) 175 Table of Contents Three Months Ended June 30, 2021 As Reported Restatement Adjustments Restatement Reference As Restated Revenues: Services and fees $ 266,143 $ ( 3,536 ) (a) $ 262,607 Trading income (loss) and fair value adjustments on loans 32,679 ( 14,268 ) (b) 18,411 Interest income - Loans and securities lending 25,491 — 25,491 Sale of goods 12,457 — 12,457 Total revenues 336,770 ( 17,804 ) 318,966 Operating expenses: Direct cost of services 12,094 — 12,094 Cost of goods sold 3,626 — 3,626 Selling, general and administrative expenses 199,922 — 199,922 Interest expense - Securities lending and loan participations sold 10,983 — 10,983 Total operating expenses 226,625 — 226,625 Operating income (loss) 110,145 ( 17,804 ) 92,341 Other income (expense): Interest income 56 — 56 Dividend income — 3,536 (a) 3,536 Realized and unrealized gains (losses) on investments — 14,268 (b) 14,268 Change in fair value of financial instruments and other 6,509 — 6,509 Loss from equity method investments ( 852 ) — ( 852 ) Interest expense ( 20,856 ) — ( 20,856 ) Income before income taxes 95,002 — 95,002 Provision for income taxes ( 19,902 ) — ( 19,902 ) Net income 75,100 — 75,100 Net loss attributable to noncontrolling interests and redeemable noncontrolling interests ( 576 ) — ( 576 ) Net income attributable to B. Riley Financial, Inc. 75,676 — 75,676 Preferred stock dividends 1,789 — 1,789 Net income available to common shareholders $ 73,887 $ — $ 73,887 Basic income per common share $ 2.70 $ 2.70 Diluted income per common share $ 2.58 $ 2.58 Weighted average basic common shares outstanding 27,344,184 27,344,184 Weighted average diluted common shares outstanding 28,668,465 28,668,465 (a) To reclassify dividends received from investments from Services and fees to Dividend income. (b) To reclassify realized and unrealized gains (losses) on investments from Trading income (loss) and fair value on loans to Realized and unrealized gains (losses) on investments. For the six months ended June 30, 2021 176 Table of Contents B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands, except share data) Six Months Ended June 30, 2021 As Reported Restatement Adjustments Restatement Reference As Restated Revenues: Services and fees $ 555,612 $ ( 6,010 ) (a) $ 549,602 Trading income (loss) and fair value adjustments on loans 299,621 ( 168,816 ) (b) 130,805 Interest income - Loans and securities lending 62,411 — 62,411 Sale of goods 19,285 — 19,285 Total revenues 936,929 ( 174,826 ) 762,103 Operating expenses: Direct cost of services 23,416 — 23,416 Cost of goods sold 8,952 — 8,952 Selling, general and administrative expenses 391,266 — 391,266 Interest expense - Securities lending and loan participations sold 30,172 — 30,172 Total operating expenses 453,806 — 453,806 Operating income (loss) 483,123 ( 174,826 ) 308,297 Other income (expense): Interest income 105 — 105 Dividend income — 6,010 (a) 6,010 Realized and unrealized gains (losses) on investments — 168,816 (b) 168,816 Change in fair value of financial instruments and other 6,509 — 6,509 Income from equity method investments 23 — 23 Interest expense ( 40,642 ) — ( 40,642 ) Income before income taxes 449,118 — 449,118 Provision for income taxes ( 117,420 ) — ( 117,420 ) Net income 331,698 — 331,698 Net income attributable to noncontrolling interests and redeemable noncontrolling interests 1,366 — 1,366 Net income attributable to B. Riley Financial, Inc. 330,332 — 330,332 Preferred stock dividends 3,538 — 3,538 Net income available to common shareholders $ 326,794 $ — $ 326,794 Basic income per common share $ 12.03 $ 12.03 Diluted income per common share $ 11.39 $ 11.39 Weighted average basic common shares outstanding 27,159,257 27,159,257 Weighted average diluted common shares outstanding 28,690,444 28,690,444 (a) To reclassify dividends received from investments from Services and fees to Dividend income. 177 Table of Contents (b) To reclassify realized and unrealized gains (losses) on investments from Trading income (loss) and fair value on loans to Realized and unrealized gains (losses) on investments. For the three months ended March 31, 2021 B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands, except share data) 178 Table of Contents Three Months Ended March 31, 2021 As Reported Restatement Adjustments Restatement Reference As Restated Revenues: Services and fees $ 289,469 $ ( 2,474 ) (a) $ 286,995 Trading (loss) income and fair value adjustments on loans 266,942 ( 154,548 ) (b) 112,394 Interest income - Loans and securities lending 36,920 — 36,920 Sale of goods 6,828 — 6,828 Total revenues 600,159 ( 157,022 ) 443,137 Operating expenses: Direct cost of services 11,322 — 11,322 Cost of goods sold 5,326 — 5,326 Selling, general and administrative expenses 191,344 — 191,344 Interest expense - Securities lending and loan participations sold 19,189 — 19,189 Total operating expenses 227,181 — 227,181 Operating income (loss) 372,978 ( 157,022 ) 215,956 Other income (expense): Interest income 49 — 49 Dividend income — 2,474 (a) 2,474 Realized and unrealized gains (losses) on investments — 154,548 (b) 154,548 Change in fair value of financial instruments and other — — — Income from equity method investments 875 — 875 Interest expense ( 19,786 ) — ( 19,786 ) Income before income taxes 354,116 — 354,116 Provision for income taxes ( 97,518 ) — ( 97,518 ) Net income 256,598 — 256,598 Net income attributable to noncontrolling interests and redeemable noncontrolling interests 1,942 — 1,942 Net income attributable to B. Riley Financial, Inc. 254,656 — 254,656 Preferred stock dividends 1,749 — 1,749 Net income available to common shareholders $ 252,907 $ — $ 252,907 Basic income per common share $ 9.38 $ 9.38 Diluted income per common share $ 8.81 $ 8.81 Weighted average basic common shares outstanding 26,972,275 26,972,275 Weighted average diluted common shares outstanding 28,710,368 28,710,368 (a) To reclassify dividends received from investments from Services and fees to Dividend income. (b) To reclassify realized and unrealized gains (losses) on investments from Trading income (loss) and fair value on loans to Realized and unrealized gains (losses) on investments. 179