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 72 Table of Contents 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, 2023 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. 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, 2023. In making our assessment of the Company’s internal control over financial reporting as of December 31, 2023, we excluded from our assessment the internal control over financial reporting at bebe stores, inc., in which a controlling financial interest was acquired on October 6, 2023, whose financial statements collectively constitute 2% of total assets and less than 1% of revenues as of and for the year ended December 31, 2023. While management has concluded that the material weaknesses identified in 2022 are fully remediated, management has also identified additional material weaknesses for the year ended December 31, 2023, both as fully described below. 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. Remediation of Previously Reported Material Weaknesses The material weaknesses in internal control over financial reporting that were reported in our Annual Report on Form 10-K for the year ended December 31, 2022, have been remediated as of December 31, 2023. The remediation of our internal control over financial reporting to address the underlying causes of the material weaknesses are summarized below: • 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 enhanced the design and operation of management review controls that are utilized to determine the fair value of intangible assets and the fair value of reporting units by augmenting the review of certain attributes, specifically, (i) key inputs and (ii) appropriateness of assumptions and methodology used, to ensure sufficient evidence of an effective review is documented and maintained to support management’s conclusions. • The Company identified a material weakness relating to the operating effectiveness of management's review controls over the income tax provision where 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 improved the design and operation of management review controls over income taxes, including the following: (i) documenting the steps taken by management to perform the review of the income tax provision, and applying the appropriate level of precision and defined criteria to review and investigative procedures and (ii) ensuring sufficient evidence of an effective review is documented and maintained to support management’s conclusions. Additionally, the Company hired additional personnel with the appropriate technical knowledge to support the accounting for income taxes. • 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. The Company improved the design and operation of management review controls over financial statement presentation and classification by applying an appropriate level of review of our financial 73 Table of Contents disclosure controls and ensuring that the review is documented and maintained to support management’s conclusions. Material Weaknesses Identified during the Current Period For the period ended December 31, 2023: • The Company identified two separate material weaknesses in controls related to information technology general controls (ITGCs) at our Lingo Management, LLC and Tiger US Holdings, Inc. subsidiaries in the areas of user access, program change management, and information technology (IT) operations over IT systems and the reports generated from these systems used in the execution of controls that support the Company’s financial reporting processes. As a result, business-process automated and manual controls that were dependent on the affected ITGCs could have been adversely impacted. • The Company identified a separate material weakness relating to ITGC issues in one of our B. Riley Advisory Holdings, LLC subsidiaries primarily related to ineffective controls over user access management over a certain business application. As a result, business-process automated and manual controls that were dependent on the affected ITGCs could have been adversely impacted. • The Company was unable to rely on a System and Organization Controls (SOC) 1 Type 2 report associated with the utilization of a third-party service organization's hosted IT solution for the processing of customer sales and billing information in our Marconi Wireless subsidiary. As a result, the internal control processes performed by the third-party service organization were not designed or implemented to operate at a sufficient level of precision. As such, the Company could not rely on the information produced by the system. Business-process automated and manual controls that were dependent on these controls could have been adversely impacted. • The Company identified a material weakness relating to the operating effectiveness of management's review controls over investment valuations such that management's review procedures were not operating at a level of precision sufficient to prevent or detect a potential material misstatement in the consolidated statements. • The Company did not have adequate controls in place to properly identify and disclose material related party transactions in accordance with Accounting Standards Codification (“ASC”) 850, Related Party Disclosures, which resulted in a material weakness. Prior to filing this Annual Report on Form 10-K, we completed significant additional procedures for the year ended December 31, 2023. Based on these procedures, management believes that our consolidated financial statements included in this Form 10-K have been prepared in accordance with U.S. GAAP. Our Co-CEOs and CFO have certified that, based on their knowledge, the financial statements, and other financial information included in this Form 10-K, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Form 10-K. Remediation Plan for Current Period Material Weaknesses Management has begun to implement and plans to continue implementing measures designed to ensure that the control deficiencies contributing to the material weaknesses, described above, are remediated, such that the controls are designed, implemented, and operating effectively. The remediation actions for the material weaknesses noted above include: • Implementation and enhancement of its ITGCs and related policies. This includes providing training and support to process owners and reviewers with a specific focus on understanding the risks being addressed by the controls they are performing, as well as requirements for sufficient documentation and evidence in the execution of the controls. • Updating of its IT policies and procedures to enhance user access, change management, and IT operations processes to ensure timely and accurate assignment of access rights and prompt removal of access for terminated employees, and to ensure appropriate restriction of access rights based on job responsibilities. • Reaching an agreement with the third-party service organization supporting Marconi Wireless to provide a compliant SOC 1 Type 2 report in 2024 to allow for Management’s monitoring of controls related to the design 74 Table of Contents and operating effectiveness of controls over customer sales and billing information. Management will (i) review the SOC 1 Type 2 compliance report to assess design and operating effectiveness of internal controls over the service organization’s processing of customer sales and billing information and (ii) ensure that the complementary user controls are identified and tested. • Implementation of measures designed to ensure controls are appropriately designed, implemented, and operating effectively as it relates to the material weakness identified in investment valuations. The remediation actions include the improvement of the precision level of management review controls. • Implementation and enhancement of its related party controls and policies. This includes providing training to process owners and reviewers with specific focus on understanding the risks being addressed by the controls they are performing. While the foregoing measures are intended to effectively remediate the material weaknesses described in this Item 9A, it is possible that additional remediation steps will be necessary. As such, as we continue to evaluate and implement our plan to remediate the material weaknesses, our management may decide to take additional measures to address the material weaknesses or modify the remediation steps described above. The weaknesses 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 these material weaknesses will be completed by the end of fiscal 2024. 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, 2023, as stated in their report which is included in the Financial Statements of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting Excluding the above remediation actions of prior disclosed material weaknesses and the identification of new current period material weaknesses as fully described above, 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. Item 9B. OTHER INFORMATION Certain of our officers have made elections to participate in, and are participating in, our employee stock purchase plan and 401(k) plan and have made, and may from time to time make, elections to have shares withheld upon the vesting of restricted stock units to cover withholding taxes, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K). Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 75 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 2024 Annual Meeting of Stockholders, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days of December 31, 2023. Item 11. EXECUTIVE COMPENSATION The information called for by this item is hereby incorporated by reference from our definitive Proxy Statement relating to the 2024 Annual Meeting of Stockholders, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days of December 31, 2023. 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 2024 Annual Meeting of Stockholders, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days of December 31, 2023. 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 2024 Annual Meeting of Stockholders, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days of December 31, 2023. 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 2024 Annual Meeting of Stockholders, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days of December 31, 2023. 76 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 85. 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. The financial statements of Babcock & Wilcox required by Rule 3-09 of Regulation S-X are provided as Exhibit 99.1 to this Form 10-K. 3. Exhibits Required by Item 601 of Regulation S-K. The exhibits listed in the Exhibit Index of the Form 10-K and this Amendment are field with, or incorporated by reference in, this report. (b) Exhibits and Index to Exhibits, below. (c) Financial Statement Schedule and Separate Financial Statements of Subsidiaries Not Consolidated and Fifty Percent or Less Owned Persons. Babcock & Wilcox was deemed a significant equity investee under Rule 3-09 of Regulation S-X for the year ended December 31, 2022. As such, Babcock & Wilcox’s financial statements for its fiscal years ended December 31, 2023, 2022, and 2021 are provided as Exhibit 99.1 to this Form 10-K incorporation by reference to Item 8 and the Financial Statement Schedule – Schedule II - Valuation and Qualifying Accounts included in Item 15 of Babcock & Wilcox Enterprises, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 15, 2024. (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 Description of Registered Securities 10-K 4.29 5/16/2023 4.2 Form of common stock certificate 10-K 4.1 3/30/2015 77 Table of Contents Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date 4.3 Base Indenture, dated as of May 7, 2019, by and between the registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee 8-K 4.1 5/7/2019 4.4 First Supplemental Indenture, dated as of May 7, 2019, by and between the registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee 8-K 4.2 5/7/2019 4.5 Form of 6.75% Senior Note due 2024 (included in Exhibit 4. 4 ) 8-K 4.2 5/7/2019 4.6 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 4.7 Form of 6.50% Senior Note due 2026 (included in Exhibit 4. 6 ) 8-K 4.4 9/23/2019 4.8 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 4.9 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 4.10 Form of Depositary Receipt 8-K 4.3 10/7/2019 4.11 Third Supplemental Indenture, dated as of February 12, 2020, by and between the Company and The Bank of New York Mellon Trust Company N . A . , as Trustee 8-K 4.4 2/12/2020 4.12 Form of 6.375% Senior Note due 2025 (included in Exhibit 4.1 1 ) 8-K 4.4 2/12/2020 4.13 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 4.14 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 4.15 Form of Depositary Receipt 8-K 4.3 9/4/2020 78 Table of Contents Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date 4.16 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 4.17 Form of 6.00% Senior Note due 2028 (included in Exhibit 4.16) 8-K 4.6 1/25/2021 4.18 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 4.19 Form of 5.50% Senior Note due 2026 (included in Exhibit 4.18) 8-K 4.7 3/29/2021 4.20 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 4.21 Form of 5.25% Senior Note due 2028 (included in Exhibit 4.20) 8-K 4.8 8/6/2021 4.22 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 4.23 Form of 5.00% Senior Note due 2026 (included in Exhibit 4.22) 8-K 4.9 12/3/2021 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 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 10.3 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 10.4 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 10.5 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 10.6# Amended and Restated 2009 Stock Incentive Plan 10-Q 10.1 8/11/2015 79 Table of Contents Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date 10.7# Amended and Restated 2009 Stock Incentive Plan – Form of Restricted Stock Unit Agreement 10-Q 10.2 8/11/2015 10.8# Amended and Restated 2009 Stock Incentive Plan – Stock Bonus Program and Form of Stock Bonus Award Agreement 10-Q 10.3 8/11/2015 10.9# B. Riley Financial, Inc. Management Bonus Plan 8-K 10.1 8/18/2015 10.10 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 10.11# 2018 Employee Stock Purchase Plan 8-K 10.1 7/31/2018 10.12 Credit Agreement, dated December 19, 2018 8-K 10.1 12/27/2018 10.13 First Amendment to Credit Agreement and Joinder, dated February 1, 2019 8-K 10.2 2/7/2019 10.14 Second Amendment to Credit Agreement, dated December 31, 2020 8-K 10.1 1/6/2021 10.15 Security and Pledge Agreement, dated December 19, 2018 8-K 10.2 12/27/2018 10.16 Unconditional Guaranty and Pledge Agreement by B. Riley Principal Investments, LLC, dated December 19, 2018 8-K 10.3 12/27/2018 10.17 Unconditional Guaranty by the registrant, dated December 19, 2018 8-K 10.3 12/27/2018 10.18# Amendment to Amended and Restated 2009 Stock Incentive Plan 10-Q 10.4 11/1/2019 10.19 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 10.20 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 10.21 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 10.22 Form of Director and Officer Indemnification Agreement 8-K 10.3 12/22/2021 80 Table of Contents Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date 10.23 Third Amendment to Credit Agreement, dated as of December 16, 2021 10-K 10.44 2/25/2022 10.24# PRSU Grant Agreement 10-K 10.46 2/25/2022 10.25 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 10.26 Fourth Amendment to Credit Agreement, dated as of June 21, 2022 10-Q 10.1 7/29/2022 10.27# Amended and Restated Employment Agreement, dated April 11, 2023 by and between the registrant and Bryant R. Riley 8-K 10.1 4/14/2023 10.28# Amended and Restated Employment Agreement, dated April 11, 2023 by and between the registrant and Thomas J. Kelleher 8-K 10.2 4/14/2023 10.29# Amended and Restated Employment Agreement, dated April 11, 2023 by and between the registrant and Phillip J. Ahn 8-K 10.3 4/14/2023 10.30# Amended and Restated Employment Agreement, dated April 11, 2023 by and between the registrant and Alan N. Forman 8-K 10.4 4/14/2023 10.31# Amended and Restated Employment Agreement, dated April 11, 2023 by and between the registrant and Andrew Moore 8-K 10.5 4/14/2023 10.32# Amended and Restated Employment Agreement, dated April 11, 2023 by and between the registrant and Kenneth M. Young 8-K 10.6 4/14/2023 10.33 Credit Agreement, dated August 21, 2023 among B. Riley Financial, Inc., B R Financial Holdings, LLC, Nomura Corporate Funding Americas, LLC, and Computershare Trust Company, N .A. 8-K 10.1 8/25/2023 10.34* Form of Restricted Stock Unit Award Agreement (Time-Vesting) under the B. Riley Financial, Inc. 2021 Stock Incentive Plan 14.1 B. Riley - Code of Business Conduct and Ethics 8-K 14.1 5/30/2023 21.1* Subsidiary List 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 81 Table of Contents Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date 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 97.1#* B. Riley - Clawback Policy 99.1*** Babcock & Wilcox Financial Statements 10-K 3/15/2024 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. *** The Company is providing financial statements for Babcock & Wilcox Enterprises, Inc. (“Babcock & Wilcox”), pursuant to Rule 3-09 of Regulation S-X as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021. Babcock & Wilcox was significant under Rule 3-09 for the year ended December 31, 2022. + 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. § 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- 82 Table of Contents 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. 83 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: April 23, 2024 /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 April 23, 2024 (Bryant R. Riley) (Principal Executive Officer) /s/ THOMAS J. KELLEHER Co-Chief Executive Officer Director April 23, 2024 (Thomas J. Kelleher) /s/ PHILLIP J. AHN Chief Financial Officer Chief Operating Officer April 23, 2024 (Phillip J. Ahn) (Principal Financial Officer) /s/ HOWARD E. WEITZMAN Chief Accounting Officer (Principal Accounting Officer) April 23, 2024 (Howard E. Weitzman) /s/ ROBERT L. ANTIN Director April 23, 2024 (Robert L. Antin) /s/ ROBERT D’AGOSTINO Director April 23, 2024 (Robert D’Agostino) /s/ TAMMY BRANDT Director April 23, 2024 (Tammy Brandt) /s/ RENÉE E. LABRAN Director April 23, 2024 (Renée E. LaBran) /s/ RANDALL E. PAULSON Director April 23, 2024 (Randall E. Paulson) /s/ MICHAEL J. SHELDON Director April 23, 2024 (Michael J. Sheldon) /s/ MIMI K. WALTERS Director April 23, 2024 (Mimi K. Walters) 84 Table of Contents B. RILEY FINANCIAL, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688 ) 86 Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting 89 Consolidated Balance Sheets 91 Consolidated Statements of Operations 92 Consolidated Statements of Comprehensive (Loss) Income 93 Consolidated Statements of Equity 94 Consolidated Statements of Cash Flows 95 Notes to Consolidated Financial Statements 98 85 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, 2023 and 2022, 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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, 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, 2023, based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of the existence of material weaknesses. 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. Valuation of Level 3 Investments Description of the Matter As discussed in Note 2 (u) of the financial statements, the Company estimates the fair value of level 3 investments, which includes equity securities and loans receivable, at fair value. At December 31, 2023, the Company reported equity securities and loans receivable, at fair value of approximately $735.6 million and $532.4 million, respectively. Management uses judgment to determine the significant assumptions used in valuation models to record level 3 investments 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 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 earnings before interest income, interest expense, income taxes, and depreciation and amortization (“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. 86 Table of Contents The principal considerations for our determination that performing procedures relating to the valuation of certain level 3 investments is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of certain level 3 investments, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the aforementioned significant unobservable level 3 inputs used in the valuation of level 3 investments, and (iii) the audit effort involved the use of firm employed valuation specialists with specialized skill and knowledge. 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 related to the Company’s process to determine the reasonableness of significant assumptions used in valuation models to record level 3 investments at their fair value and evaluated the design effectiveness of the relevant controls. • Tested the completeness, accuracy and reliability of level 3 inputs used by management in valuation models. • Tested the mathematical accuracy of the valuation models used to determine the fair values of level 3 investments. • With the assistance of firm employed valuation specialists, we evaluated the reasonableness of valuation models and significant assumptions and tested level 3 inputs for reasonableness. Impairment of Goodwill and Intangible Assets- Tiger US Holdings, Inc. Description of the Matter As discussed in Note 2 (t) and Note 9 of the financial statements, the Company annually assesses goodwill and intangible assets, or more frequently if events and circumstances indicate that the estimated fair value may no longer exceed its carrying value. Such factors considered in the Company’s assessment include, but are not limited to, financial performance, macroeconomic conditions, as well as industry and market considerations. When a quantitative impairment test is performed, if the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss. During the year ended December 31, 2023, the Company completed their assessments of goodwill and intangibles assets for the Tiger US Holdings, Inc. (“Targus”) reporting unit. The annual assessment concluded that it was more likely than not the fair value of the Targus reporting unit was less than the carrying amount. As a result, the Company recorded non-cash impairment charges for the year ended December 31, 2023, of approximately $53.1 million and $15.5 million related to the goodwill and intangibles assets, respectively. The result of the impairment was a reduction in the carrying values of the Targus goodwill and intangible assets to approximately $26.7 million and $64.0 million, respectively. The principal considerations for our determination that performing procedures relating to goodwill and intangible assets related to Targus is a critical audit matter are (i) the significant judgment by management when evaluating indicators of impairment; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions and (iii) the audit effort involved the use of firm employed valuation specialists with specialized skill and knowledge. How We Addressed the Matter in Our Audit Our audit procedures related to the valuation of goodwill and intangible assets for the Targus reporting unit 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 management’s goodwill and intangible assets impairment evaluation, including those over the determination of the fair value of the Targus reporting unit, such as controls related to future operating performance, projected cash flows, long term growth rates, royalty rates, market multiples and discount rates used. • We evaluated the reasonableness of management’s revenue and cash flow forecasts by comparing management’s forecasts to historical results, and forecasted industry information of Targus and companies in its peer group. 87 Table of Contents • With the assistance of firm employed valuation specialists, we evaluated the reasonableness of the valuation technique, long term growth rates, royalty rates, market multiples and discount rates used by testing the underlying source information, the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the long-term growth rates, royalty rates, market multiples and discount rates selected by management. • We compared the carrying value for the reporting unit to the amounts recorded by the Company. /s/ Marcum LLP Marcum LLP We have served as the Company’s auditor since 2009. Melville, NY April 23, 2024 88 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.’s (the “Company”) internal control over financial reporting as of December 31, 2023, 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, 2023, 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 identified two separate material weaknesses in controls related to information technology general controls (“ITGCs”) at Lingo Management, LLC and Tiger US Holdings, Inc. and subsidiaries in the areas of user access, program change management, and information technology (“IT”) operations over IT systems and the reports generated from these systems used in the execution of controls that support the Company’s financial reporting processes. As a result, business process automated and manual controls that were dependent on the affected ITGCs could have been adversely impacted. • The Company identified a separate material weakness relating to ITGC issues in one of the B. Riley Advisory Holdings, LLC subsidiaries primarily related to ineffective controls over user access management over a certain business application. As a result, business process automated and manual controls that were dependent on the affected ITGCs could have been adversely impacted. • The Company was unable to rely on a System and Organization Controls (“SOC") 1 Type 2 report associated with the utilization of a third-party service organization's hosted IT solution for the processing of customer sales and billing information in our Marconi Wireless subsidiary. As a result, the internal control processes performed by the third-party service organization were not designed or implemented to operate at a sufficient level of precision. As such, the Company could not rely on the information produced by the system. Business process automated and manual controls that were dependent on these controls could have been adversely impacted. • The Company identified a material weakness relating to the operating effectiveness of management's review controls over investment valuations such that management's review procedures were not operating at a level of precision sufficient to prevent or detect a potential material misstatement in the consolidated statements. • The Company did not have adequate controls in place as of December 31, 2023 to properly identify and disclose material related party transactions in accordance with Accounting Standards Codification (“ASC”) 850, Related Party Disclosures, which resulted in a material weakness. These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the year ended December 31, 2023 of the consolidated financial statements, and this report does not affect our report dated April 23, 2024 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, 2023 and 2022 and 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, 2023 of the Company and our report dated April 23, 2024 expressed an unqualified opinion on those financial statements. As described in the “Report of Management on Internal Control Over Financial Reporting”, management has excluded its bebe stores, inc. from its assessment of internal control over financial reporting as of December 31, 2023 because this entity was acquired by the Company in a purchase business combination during 2023. We have also excluded this from our audit of internal control over financial reporting. This entity’s total assets and total revenues represent approximately 2% 89 Table of Contents and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023. 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 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 April 23, 2024 90 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, 2023 December 31, 2022 Assets: Assets: Cash and cash equivalents $ 231,964 $ 268,618 Restricted cash 1,875 2,308 Due from clearing brokers 51,334 48,737 Securities and other investments owned, at fair value 1,092,106 1,129,268 Securities borrowed 2,870,939 2,343,327 Accounts receivable, net of allowance for credit losses of $ 7,339 and $ 3,664 as of December 31, 2023 and 2022, respectively 115,496 149,110 Due from related parties 172 1,081 Loans receivable, at fair value (includes $ 387,657 and $ 98,729 from related parties as of December 31, 2023 and 2022, respectively) 532,419 701,652 Prepaid expenses and other assets 237,327 460,696 Operating lease right-of-use assets 87,605 88,593 Property and equipment, net 25,206 27,141 Goodwill 472,326 512,595 Other intangible assets, net 322,014 374,098 Deferred income taxes 33,595 3,978 Total assets $ 6,074,378 $ 6,111,202 Liabilities and Equity Liabilities: Accounts payable $ 44,550 $ 81,384 Accrued expenses and other liabilities 273,193 322,974 Deferred revenue 71,504 85,441 Deferred income taxes — 29,548 Due to related parties and partners 2,731 2,210 Due to clearing brokers — 19,307 Securities sold not yet purchased 8,601 5,897 Securities loaned 2,859,306 2,334,031 Operating lease liabilities 98,563 99,124 Notes payable 19,391 25,263 Revolving credit facility 43,801 127,678 Term loans, net 625,151 572,079 Senior notes payable, net 1,668,021 1,721,751 Total liabilities 5,714,812 5,426,687 Commitments and contingencies (Note 18) Redeemable noncontrolling interests in equity of subsidiaries — 178,622 B. Riley Financial, Inc. stockholders’ equity: Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; 4,563 and 4,545 shares issued and outstanding as of December 31, 2023 and 2022, respectively; and liquidation preference of $ 114,082 and $ 113,615 as of December 31, 2023 and 2022, respectively. — — Common stock, $ 0.0001 par value; 100,000,000 shares authorized; 29,937,067 and 28,523,764 shares issued and outstanding as of December 31, 2023 and 2022, respectively. 3 3 Additional paid-in capital 572,170 494,201 Accumulated deficit ( 281,285 ) ( 45,220 ) Accumulated other comprehensive loss 229 ( 2,470 ) Total B. Riley Financial, Inc. stockholders’ equity 291,117 446,514 Noncontrolling interests 68,449 59,379 Total equity 359,566 505,893 Total liabilities and equity $ 6,074,378 $ 6,111,202 The accompanying notes are an integral part of these consolidated financial statements. 91 Table of Contents B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands, except share data) Year Ended December 31, 2023 2022 2021 Revenues: Services and fees $ 1,002,370 $ 895,623 $ 1,153,225 Trading income (loss) and fair value adjustments on loans 41,828 ( 202,628 ) 220,545 Interest income - Loans and securities lending 284,896 245,400 122,723 Sale of goods 314,506 142,275 58,205 Total revenues 1,643,600 1,080,670 1,554,698 Operating expenses: Direct cost of services 238,794 142,455 54,390 Cost of goods sold 213,351 78,647 26,953 Selling, general and administrative expenses 828,903 714,614 906,196 Restructuring charge 2,131 9,011 — Impairment of goodwill and tradenames 70,333 — — Interest expense - Securities lending and loan participations sold 145,435 66,495 52,631 Total operating expenses 1,498,947 1,011,222 1,040,170 Operating income 144,653 69,448 514,528 Other income (expense): Interest income 3,875 2,735 229 Dividend income 47,776 35,874 19,732 Realized and unrealized (losses) gains on investments ( 162,589 ) ( 201,079 ) 166,131 Change in fair value of financial instruments and other ( 4,748 ) 10,188 3,796 Gain on bargain purchase 15,903 — — (Loss) income from equity method investments ( 181 ) 3,570 2,801 Interest expense ( 187,013 ) ( 141,186 ) ( 92,455 ) (Loss) income before income taxes ( 142,324 ) ( 220,450 ) 614,762 Benefit from (provision for) income taxes 36,693 63,856 ( 163,960 ) Net (loss) income ( 105,631 ) ( 156,594 ) 450,802 Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests ( 5,721 ) 3,235 5,748 Net (loss) income attributable to B. Riley Financial, Inc. ( 99,910 ) ( 159,829 ) 445,054 Preferred stock dividends 8,057 8,008 7,457 Net (loss) income available to common shareholders $ ( 107,967 ) $ ( 167,837 ) $ 437,597 Basic (loss) income per common share $ ( 3.69 ) $ ( 5.95 ) $ 15.99 Diluted (loss) income per common share $ ( 3.69 ) $ ( 5.95 ) $ 15.09 Weighted average basic common shares outstanding 29,265,099 28,188,530 27,366,292 Weighted average diluted common shares outstanding 29,265,099 28,188,530 29,005,602 The accompanying notes are an integral part of these consolidated financial statements. 92 Table of Contents B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive (Loss) Income (Dollars in thousands) Year Ended December 31, 2023 2022 2021 Net (loss) income $ ( 105,631 ) $ ( 156,594 ) $ 450,802 Other comprehensive (loss) income: Change in cumulative translation adjustment 2,699 ( 1,390 ) ( 257 ) Other comprehensive (loss) income, net of tax 2,699 ( 1,390 ) ( 257 ) Total comprehensive (loss) income ( 102,932 ) ( 157,984 ) 450,545 Comprehensive (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests ( 5,721 ) 6,565 5,748 Comprehensive (loss) income attributable to B. Riley Financial, Inc. $ ( 97,211 ) $ ( 164,549 ) $ 444,797 The accompanying notes are an integral part of these consolidated financial statements. 93 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, 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, 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 Common stock issued, net of offering costs — — 2,090,909 — 114,507 — — — 114,507 Preferred stock issued 18 — — — 467 — — — 467 ESPP shares issued and vesting of restricted stock and other, net of shares withheld for employer taxes — — 1,445,050 — ( 7,591 ) — — — ( 7,591 ) Common stock repurchased and retired — — ( 2,174,608 ) — ( 69,479 ) — — — ( 69,479 ) Shares issued for acquisition of a business — — 51,952 — 2,111 — — — 2,111 Remeasurement of Lingo redeemable minority interest — — — — ( 6,283 ) — — — ( 6,283 ) Share based payments — — — — 44,278 — — — 44,278 Share based payments in equity of subsidiary — — — — 216 — — — 216 Vesting of shares in equity of subsidiary — — — — ( 257 ) — — 257 — 94 Table of Contents Dividends on common stock ($ 4.00 per share) — — — — — ( 126,104 ) — — ( 126,104 ) Dividends on preferred stock — — — — — ( 8,057 ) — — ( 8,057 ) Net loss — — — — — ( 99,910 ) — ( 5,575 ) ( 105,485 ) Remeasurement of B. Riley Principal 250 Merger Corporations subsidiary temporary equity — — — — — ( 1,994 ) — — ( 1,994 ) Distributions to noncontrolling interests — — — — — — — ( 8,497 ) ( 8,497 ) Contributions from noncontrolling interests — — — — — — — 5,592 5,592 Acquisition of noncontrolling interests — — — — — — — 16,433 16,433 Other — — — — — — — 860 860 Other comprehensive income — — — — — — 2,699 — 2,699 Balance, December 31, 2023 4,563 $ — 29,937,067 $ 3 $ 572,170 $ ( 281,285 ) $ 229 $ 68,449 $ 359,566 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, 2023 2022 2021 Cash flows from operating activities: Net (loss) income $ ( 105,631 ) $ ( 156,594 ) $ 450,802 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 49,604 39,969 25,871 Provision for credit losses 7,147 4,214 1,453 Share-based compensation 45,109 61,140 36,011 Fair value and remeasurement adjustments, non-cash ( 10,699 ) 34,871 ( 7,562 ) Non-cash interest and other ( 9,652 ) ( 3,204 ) ( 22,322 ) Depreciation of rental merchandise 4,070 — — Effect of foreign currency on operations ( 310 ) 754 127 Loss (income) from equity method investments 181 ( 3,570 ) ( 2,801 ) Dividends from equity investments 434 4,038 2,136 Deferred income taxes ( 40,945 ) ( 80,431 ) 61,770 Impairment of goodwill and tradenames 70,333 — — (Gain) loss on sale of business, disposal of fixed assets, and other ( 9,034 ) 4,922 ( 137 ) Gain on bargain purchase ( 15,903 ) — — Change in fair value of financial instruments and other — — ( 6,509 ) Loss (gain) on extinguishment of debt 5,294 ( 1,102 ) 6,131 Gain on equity investment — ( 6,790 ) ( 3,544 ) De-consolidation of BRPM 150 — ( 8,294 ) — Income allocated to and fair value adjustment for mandatorily redeemable noncontrolling interests 1,835 1,119 857 Change in operating assets and liabilities: Amounts due to/from clearing brokers ( 21,903 ) ( 69,172 ) 40,628 Securities and other investments owned 123,196 390,635 ( 581,785 ) Securities borrowed ( 527,612 ) ( 252,361 ) ( 1,325,509 ) Accounts receivable 26,397 6,599 ( 715 ) Prepaid expenses and other assets 737 ( 54,273 ) ( 3,737 ) 95 Table of Contents Year Ended December 31, 2023 2022 2021 Accounts payable, accrued payroll and related expenses, accrued expenses and other liabilities ( 79,848 ) ( 141,328 ) 37,798 Amounts due to/from related parties and partners ( 1,045 ) 3,925 ( 1,415 ) Securities sold, not yet purchased 2,704 ( 22,726 ) 18,011 Deferred revenue ( 15,232 ) 8,966 ( 3,540 ) Securities loaned 525,275 245,346 1,328,875 Net cash provided by operating activities 24,502 6,653 50,894 Cash flows from investing activities: Purchases of loans receivable ( 544,957 ) ( 503,146 ) ( 738,909 ) Repayments of loans receivable 606,716 574,854 172,119 Sale of loans receivable 84,984 — — Repayment of loan participations sold — — ( 15,216 ) Acquisition of businesses and minority interest, net of $ 8,308 , $ 50,733 , and $ 34,942 cash acquired in 2023, 2022, and 2021, respectively ( 26,240 ) ( 261,693 ) ( 28,254 ) Purchases of property, equipment and intangible assets ( 7,711 ) ( 3,918 ) ( 676 ) Proceeds from sale of business and other 17,490 2 14 Funds received from trust account of subsidiary 175,763 172,584 — Investment of subsidiaries initial public offering proceeds into trust account — — ( 345,000 ) Purchases of equity and other investments ( 4,871 ) ( 10,974 ) ( 612 ) Net cash provided by (used in) investing activities 301,174 ( 32,291 ) ( 956,534 ) Cash flows from financing activities: Proceeds from revolving line of credit 219,157 64,878 80,000 Repayment of revolving line of credit ( 303,034 ) ( 17,200 ) — Repayment of notes payable and other ( 13,806 ) ( 530 ) ( 37,610 ) Proceeds from term loan 628,187 324,200 300,000 Repayment of term loan ( 520,803 ) ( 96,228 ) ( 20,684 ) Proceeds from issuance of senior notes 185 51,601 1,249,083 Redemption of senior notes ( 58,924 ) — ( 507,348 ) Payment of debt issuance and offering costs ( 27,993 ) ( 8,222 ) ( 33,377 ) Payment of contingent consideration ( 1,905 ) ( 1,776 ) ( 3,714 ) ESPP and payment of employment taxes on vesting of restricted stock ( 7,591 ) ( 10,286 ) ( 9,620 ) Common dividends paid ( 141,099 ) ( 119,454 ) ( 347,135 ) Preferred dividends paid ( 8,057 ) ( 8,008 ) ( 7,457 ) Repurchase of common stock ( 69,479 ) ( 6,516 ) ( 2,656 ) Distribution to noncontrolling interests ( 6,520 ) ( 4,208 ) ( 16,542 ) Contributions from noncontrolling interests 6,055 21,096 13,680 Redemption of subsidiary temporary equity and distributions ( 175,763 ) ( 172,584 ) — Proceeds from initial public offering of subsidiaries — — 345,000 Proceeds from issuance of common stock 115,000 — 64,713 Proceeds from issuance of preferred stock 467 874 14,712 Net cash (used in) provided by financing activities ( 365,923 ) 17,637 1,081,045 (Decrease) increase in cash, cash equivalents and restricted cash ( 40,247 ) ( 8,001 ) 175,405 96 Table of Contents Year Ended December 31, 2023 2022 2021 Effect of foreign currency on cash, cash equivalents and restricted cash 3,160 ( 933 ) ( 382 ) Net (decrease) increase in cash, cash equivalents and restricted cash ( 37,087 ) ( 8,934 ) 175,023 Cash, cash equivalents and restricted cash, beginning of year 270,926 279,860 104,837 Cash, cash equivalents and restricted cash, end of year $ 233,839 $ 270,926 $ 279,860 Supplemental disclosures: Interest paid $ 315,309 $ 193,387 $ 138,369 Taxes paid $ 20,121 $ 49,357 $ 88,153 The accompanying notes are an integral part of these consolidated financial statements. 97 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 Tiger US Holdings, Inc. (“Targus”), which designs and sells laptop and computer accessories. During the fourth quarter of 2023, management reassessed the Company's previously reported Consumer segment due to organizational changes and financial information provided to the Chief Operating Decision Maker (“CODM”). These changes resulted in Targus's operations being reported on a stand-alone basis in the Consumer Products segment and the operations related to brand licensing that were previously reported in the Consumer segment being reported in the All Other Category that is reported with Corporate and Other. As a result of the changes, the Company has recast the financial data for the Consumer Products segment and reporting of the All Other Category for all periods presented. 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; and (vi) Consumer Products, which generates revenue through sales of laptop and computer accessories. NOTE 2 — 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 2(aa) 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 credit losses, the fair value of loans receivables, intangible assets and goodwill, share based arrangements, contingent consideration, accounting for income tax valuation allowances, 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. 98 Table of Contents (c) Revenue Recognition The Company recognizes revenues under Accounting Standards Codification (“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 Products 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. 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. 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 99 Table of Contents 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 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 VoIP Services, LLC, (“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. 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. 100 Table of Contents For services offered by the Company in the Communications segment that include third-party providers, the Company evaluates whether it is acting as the principal or as the agent with respect to the goods or services provided to the customer. This principal-versus-agent assessment involves judgment and focuses on whether the facts and circumstances of the arrangement indicate that the goods or services were controlled by the Company prior to transferring them to the customer. To evaluate if the Company has control, it considers various factors including whether it is primarily responsible for fulfillment, bears risk of loss in billing the customer, and has discretion over pricing. 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 Products segment Revenues in the Consumer Products segment primarily consist of the global sales of notebook computer carrying cases and computer accessories. 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. Consignment customers represent retailers that are in possession of the Company's inventory but that inventory is owned by the Company until sold. As such, consignment revenue is recognized when the retail sale is reported by the customer. 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. Revenues may be reduced by allowances for advertising and promotion, which generally represent contractual selling incentives offered to customers that will be charged to the Company at a later date. During the year ended December 31, 2023 and the period from the date of acquisition October 18, 2022 to December 31, 2022, allowances for selling incentives were $ 16,633 and $ 4,297 , respectively. These allowances are included in accrued expenses and other liabilities on the consolidated balance sheets and consist of rebates that reduce revenue at time of sale. Shipping and handling expenses, which consist primarily of transportation charges incurred to move finished goods to customers, is included in cost of goods sold. All Other Revenue in the All Other category, which is not a reportable segment, includes licensing revenues, rental fees through rent-to-own agreements and merchandise sales from the operation of rent-to-own franchise stores, and revenues from a regional environmental services business in the New York metropolitan area and a landscaping business in the southeast United States, which was sold during the quarter ended September 30, 2023. Rental fees consist of merchandise, such as furniture, appliances and consumer electronics, which is rented to customers pursuant to rental purchase agreements which provide for weekly, semi-monthly or monthly rental terms with non-refundable rental payments. At the end of each rental term, the customer may renew the agreement for the next rental term by making a payment in advance. The customer can acquire ownership of the merchandise on lease by completing payment of all required rental periods. The Company maintains ownership of the rental merchandise until all payment obligations are satisfied. The customer can terminate the lease agreement at any time during the lease term and return the leased merchandise to the store. All prior rental payments are nonrefundable. Merchandise sales are from merchandise purchased upfront through a point-of-sale transaction. In addition, rental customers may exercise an early purchase option to buy the merchandise at a fixed discount to the total contractual price at any point in the lease term as established in the original rental agreement. Revenue from merchandise sales and early purchase option is recognized at the point in time when payment is received and ownership of the merchandise passes to the customer. Any remaining net value of the merchandise is recorded to cost of sales at the time of the transaction. 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 are then sorted and then disposed of or sold, using third-party processors as needed. The 101 Table of Contents businesses' 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 costs of services include cost of rentals and fees for the Company’s rent-to-own stores. 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 $ 145,435 , $ 66,495 , and $ 51,753 during the years ended December 31, 2023, 2022, and 2021, 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 Products segment are primarily generated in the United States, Australia, Canada, and Europe. 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. On December 18, 2023, the Company loaned $ 108,000 to Conn’s Inc. (“Conn’s”) as more fully described in Note 22. This loan combined with two other existing loans receivable with an outstanding balance of $ 62,808 as of December 31, 2023 is collateralized by consumer loan receivables of customers of the furniture and electronics retailer. These loans have an aggregate fair value of $ 167,568 or 31.5 % of the loan portfolio as of December 31, 2023 and are concentrated in the retail industry. In the event there is a recession or economic downturn that would put pressure on the retailer’s customers, this could impact the operations of the retailer and payment patterns of the customers and the overall performance and collectability of these loans. 102 Table of Contents The Company also has a loan receivable in the amount of $ 200,506 as of December 31, 2023, which represents 37.7 % of the total loan portfolio as of December 31, 2023 that is secured by a first priority security interest in Freedom VCM Holdings, LLC (“Freedom VCM”) equity interests owned by Brian Kahn as more fully described in Note 2(r) below. The loan receivable allows for interest to be paid-in-kind. Deterioration in the collateral, including in the performance of Freedom VCM or delays in the execution of its strategies, including the possible disposition of additional businesses and further de-leveraging of its balance sheet, for the loan receivable may impact the ultimate collection of principal and interest. The maximum amount of loss that the Company is exposed to is equivalent to the fair value of these loans which totaled $ 368,074 as of December 31, 2023. (g) Advertising Expenses The Company expenses advertising costs, which consist primarily of costs for printed materials, as incurred. Advertising costs totaled $ 11,097 , $ 11,434 , and $ 3,681 during the years ended December 31, 2023, 2022, and 2021, 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. The Company accounts for forfeitures when they occur rather than estimate a forfeiture rate. 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, 2023, 2022, and 2021, the Company recognized compensation expense of $ 625 , $ 369 , and $ 758 , respectively, related to the Purchase Plan. As of December 31, 2023 and 2022, there were 236,949 and 362,986 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. 103 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, 2023 and 2022, restricted cash included $ 1,875 and $ 2,308 , respectively, primarily consisting of cash collateral for leases. Cash, cash equivalents and restricted cash consist of the following: December 31, 2023 December 31, 2022 Cash and cash equivalents $ 231,964 $ 268,618 Restricted cash 1,875 2,308 Total cash, cash equivalents and restricted cash $ 233,839 $ 270,926 (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 Products customers. The Company maintains an allowance for credit losses for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management utilizes the expected loss model, which includes the pooling of receivables using the aging method and specific identification. 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 credit losses are included in Note 6. (o) Inventories 104 Table of Contents Inventories are substantially all finished goods from the Consumer Products 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 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 and reviews leases for finance or operating classification once control is obtained. 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. Finance leases are included in prepaid expenses and other assets, with the related liabilities included in accrued expenses and other liabilities in the consolidated balance sheets. Operating and finance 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 and finance 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 10 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 $ 9,468 , $ 5,677 , and $ 3,865 during the years ended December 31, 2023, 2022, and 2021, respectively. (r) Loans Receivable Under ASC 825 - Financial Instruments , the Company elected the fair value option for all outstanding loans receivable. Management evaluates the performance of the loan portfolio on a fair value basis. 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 $ 532,419 and $ 701,652 as of December 31, 2023 and 2022, respectively. The loans have various maturities through December 2027. As of December 31, 2023 and 2022, the aggregate cost of loans receivable accounted for under the fair value option was $ 555,882 and $ 769,022 , respectively, which included principal balances of $ 563,637 and $ 772,873 , respectively, and unamortized costs, origination fees, premiums and discounts, totaling $ 7,755 and $ 3,851 , respectively. The principal balance of loans receivable exceeded the fair value of loans by $ 23,463 and $ 67,370 as of December 31, 2023 and 2022, respectively. At the time of origination, the Company's loans are collateralized by the assets of borrowers and other pledged collateral and may have guarantees to provide for protection of the payments due on loans receivable. During the years ended December 31, 2023, 2022 and 2021, the Company recorded net unrealized gains of $ 55,756 , net unrealized losses of $ 54,439 , and net unrealized gains of $ 10,035 , 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 and 90 days or greater past due was $ 41,236 , which represents approximately 7.7 % of total loans receivable, at fair value as of December 31, 2023. The principal balance of loans receivable on non-accrual and 90 days or greater past due was $ 43,326 as of December 31, 2023. Loans receivable, at fair value on non-accrual was $ 7,153 , which represents approximately 1.0 % of total loans receivable, at fair value as of December 31, 2022. The principal balance of loans receivable on non-accrual was $ 42,077 as of December 31, 2022. Interest income for loans on non-accrual and/or 90 days or greater past due is recognized separately from changes in fair value in interest income - loans and securities lending on the consolidated statements of operations. The amount of gains or (losses) included in earnings attributable to changes in instrument – specific credit risk was $ 6,322 , $( 58,068 ), and $( 1,845 ) during the years ended December 31, 2023, 2022, and 2021, respectively. The gains or losses attributable to changes in instrument – specific risk was determined by management based on an estimate of the fair value change during the year specific to each loan receivable. 105 Table of Contents 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, 2023, the Company has provided limited guarantees with respect to Babcock & Wilcox Enterprises, Inc. (“B&W”) up to a maximum of $ 150,000 as further described in Note 18(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, 2023, 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. Simultaneously with the completion of the FRG take-private transaction, one of the Company’s subsidiaries and Vintage Capital Management, LLC (“VCM”), an affiliate of Brian Kahn, amended and restated a promissory note (the “Amended and Restated Note”), pursuant to which VCM owes the Company's subsidiary the aggregate principal amount of $ 200,506 and bears interest at the rate of 12 % per annum payable-in-kind with a maturity date of December 31, 2027 (see Note 2(s)). The Amended and Restated Note requires repayments prior to the maturity date from certain proceeds received by VCM, Mr. Kahn or his affiliates from, among other proceeds, distributions or dividends paid by Freedom VCM in amount equal to the greater of (i) 80 % of the net after-tax proceeds, and (ii) 50 % of gross proceeds. The obligations under the Amended and Restated Note are primarily secured by a first priority perfected security interest in Freedom VCM equity interests owned by Mr. Kahn, the CEO and a board member of Freedom VCM as of December 31, 2023, and his spouse with a value (based on the transaction price in the FRG take-private transaction) of $ 227,296 as of August 21, 2023. On January 22, 2024, Mr. Kahn resigned as CEO and a member of the board of directors of Freedom VCM. The fair value of the Freedom VCM equity interest owned by Mr. Kahn and his spouse was $ 232,065 as of December 31, 2023. Amounts owing under the Amended and Restated Note may be repaid at any time without penalty. On a quarterly basis, the Company will continue to obtain third party appraisals to evaluate the value of the collateral of the loan since the repayment of the loan and accrued interest will be paid primarily from the cash distributions from Freedom VCM or foreclosure on the underlying collateral. In light of Mr. Kahn’s alleged involvement with the alleged misconduct concerning Prophecy Asset Management LP, the Company can provide no assurances that it will not be subject to claims asserting an interest in the Freedom VCM equity interests owned by Mr. Kahn, including those that collateralize the Amended and Restated Note. If a claim were successful, it would diminish the value of the collateral which could impact the carrying value of the loan. If such claims are made, however, the Company believes it has valid defenses from any such claim and any such claim would be without merit. Other factors leading to a deterioration in the collateral, including in the performance of Freedom VCM or delays in the execution of its strategies, including the possible disposition of additional businesses and further de-leveraging of its balance sheet, for the loan receivable may impact the ultimate collection of principal and interest. In the event the loan balance and accrued interest exceed the underlying collateral value of the loan, this will impact the fair value of the loan and result in an unrealized loss being recorded in the consolidated statements of operations. 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. As of December 31, 2023, loans receivable had an aggregate remaining contractual principal balance of $ 563,637 , an aggregate fair value of $ 532,419 , and the contractual principal balance exceeded the fair value by $ 31,218 . As of December 31, 2022, loans receivable had an aggregate remaining contractual principal balance of $ 772,873 , an aggregate fair value of $ 701,652 , and the contractual principal balance exceeded the fair value by $ 71,221 . Badcock Loan Receivable On December 20, 2021, the Company entered into a Master Receivables Purchase Agreement (“Badcock Receivables I”) with W.S. Badcock Corporation, a Florida corporation (“WSBC”), which at the time was an indirect wholly owned subsidiary of Franchise Group, Inc., a Delaware corporation (“FRG”), which became a subsidiary of Freedom VCM as a result of the transaction on August 21, 2023. The Company paid $ 400,000 in cash to WSBC for the purchase of certain consumer credit receivables of WSBC. On September 23, 2022, the Company's then majority-owned subsidiary, B Riley Receivables II, LLC (“BRRII”), 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 12 to our consolidated financial statements. During the three months ended March 31, 2023, BRRII entered into Amendments No. 2 and No. 3 to Badcock Receivables II with WSBC for a total of $ 145,278 in additional consumer credit receivables. The accounting for this transaction resulted in the 106 Table of Contents Company recording a 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. These loan receivables are measured at fair value. On August 21, 2023, all of the equity interests of BRRII were sold to Freedom VCM Receivables, Inc. (“Freedom VCM Receivables”), a subsidiary of Freedom VCM, which resulted in a loss of $ 78 . In connection with the sale, Freedom VCM Receivables assumed the obligations with respect to the Pathlight Credit Agreement, as more fully discussed in Note 12 to our consolidated financial statements, and Freedom VCM Receivables entered into a non-recourse promissory note with another Freedom VCM affiliate in the amount of $ 58,872 , with a stated interest rate of 19.74 % and a maturity date of August 21, 2033 with payments of principal and interest on the note limited solely to performance of certain receivables held by BRRII. This loan receivable is measured at fair value. In connection with these loans receivables, the Company entered into a Servicing Agreement with WSBC pursuant to which WSBC provides 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, 2023 and 2022, the Badcock Receivables I loan receivable to WSBC in the Company's consolidated balance sheets included loans measured at fair value in the amount of $ 20,624 and $ 175,795 , respectively. The Badcock Receivables II loan receivable was measured at fair value in the amount of $ 142,314 as of December 31, 2022. As of December 31, 2023, the Freedom VCM Receivables’ loan receivable in connection with the sale of all of the equity interests of BRRII was included in the Company's consolidated balance sheets in loans receivable, at fair value in the amount of $ 42,183 . Nogin Loan and Loan Commitment On November 16, 2023, the Company entered into a Chapter 11 Restructuring Support Agreement (as amended, the “RSA”) with Nogin Inc. and certain of its subsidiaries (collectively, “Nogin”), and certain holders of Nogin’s convertible notes (the “Consenting Noteholders”). Pursuant to the RSA, the Company funded $ 17,530 of debtor-in-possession (“DIP”) financing as of December 31, 2023. This loan receivable had a fair value of $ 17,980 as of December 31, 2023. The Company funded an additional $ 15,470 in the first quarter of 2024, and an additional $ 3,000 in the second quarter of 2024, for a total $ 37,700 in DIP financing (inclusive of $ 1,700 in fees payable in kind). The Company is committed to fund an additional $ 15,500 payment to the Consenting Noteholders. Additionally, the Company is committed to serve as plan sponsor for Nogin’s Chapter 11 plan, which commitment entails an estimated $ 6,300 in cash payments that will be due in connection with the closing on a sale of substantially all of Nogin’s assets. In addition to the foregoing, the Company or its designee may assume certain liabilities of Nogin’s non-debtor subsidiaries that are not discharged in connection with Nogin’s Chapter 11 cases. On March 28, 2024, the Bankruptcy Court entered an order confirming Nogin’s Chapter 11 plan and approving the sale to a newly-formed indirect subsidiary of the Company. The closing is expected to occur in April 2024. (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. 107 Table of Contents As of December 31, 2023 and 2022, the Company’s securities and other investments owned and securities sold not yet purchased at fair value consisted of the following securities: December 31, 2023 December 31, 2022 Securities and other investments owned: Equity securities $ 994,634 $ 1,046,710 Corporate bonds 59,287 8,539 Other fixed income securities 2,989 3,956 Partnership interests and other 35,196 70,063 $ 1,092,106 $ 1,129,268 Securities sold not yet purchased: Equity securities $ 1,037 $ 4,466 Corporate bonds 5,971 1,162 Other fixed income securities 1,593 269 $ 8,601 $ 5,897 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 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 Brand Investments The following tables contain summarized financial information with respect to five of the Company's investments in limited liability companies that primarily license brand names and trademarks through licensing agreements. The Company has an ownership interest in each investee between 10 % and 50 %. For the 10 % ownership interest, the Company is presumed to have the ability to exercise significant influence since the investment is more than minor and the limited liability company is required to maintain specific ownership accounts for each member. The Company has significant influence in the other four investments due to the ownership interest being greater than 20 %. The financial information of these five investments has been aggregated and included below for purposes of the disclosure a quarter in arrears (balance sheet amounts as of September 30, 2023 and 2022, correspond to amounts as of December 31, 2023 and 2022, respectively, of the Company; income statement amounts during the twelve months ended September 30, 2023, 2022 and 2021, correspond to amounts during the twelve months ended December 31, 2023, 2022 and 2021, respectively, of the Company), which is the period in which the most recent financial information is available: As of September 30, 2023 (1) 2022 Current assets $ 51,588 $ 58,552 Noncurrent assets $ 269,809 $ 143,969 Current liabilities $ 8,594 $ 4,855 Noncurrent liabilities $ 760 $ 883 Equity attributable to investee $ 309,167 $ 196,783 Noncontrolling interest $ 2,876 $ — 108 Table of Contents For the twelve months ended September 30, 2023 (1) 2022 2021 Revenues $ 147,938 $ 127,240 $ 99,386 Cost of revenues and expenses $ 75,160 $ 62,440 $ 51,430 Net income attributable to investees $ 75,338 $ 67,354 $ 62,925 (1) - Financial information for 2023 includes two additional investments as a result of the acquisition of a majority ownership interest in bebe stores, inc. (“bebe”) in 2023 and an other investment made in 2023. As of December 31, 2023 and 2022, the fair value of these five investments totaled $ 283,057 and $ 214,493 , respectively, and are included in securities and other investments owned, at fair value in the consolidated balance sheets. Freedom VCM Holdings, LLC Equity Interest and Take-Private Transaction On August 21, 2023, the Company acquired an equity interest in Freedom VCM Holdings, LLC (“Freedom VCM”) for $ 216,500 in cash in connection with the closing of the acquisition of FRG, by a buyer group that included members of senior management of FRG, led by Brian Kahn, FRG’s then Chief Executive Officer (the “FRG take-private transaction”). In connection with the closing of the FRG take-private transaction, the Company terminated an investment advisory agreement (the “Advisory Agreement”) with Mr. Kahn. Pursuant to the Advisory Agreement, Mr. Kahn, as financial advisor, had the sole power to vote or dispose of $ 64,644 of shares of FRG common stock (based on the value of FRG shares in the FRG take-private transaction as of the closing date of such transaction) held of record by B. Riley Securities, Inc. (“BRS”). Upon the termination of the Advisory Agreement, (i) Mr. Kahn’s right to vote or dispose of such FRG shares terminated, (ii) such FRG shares owned by BRS were rolled over into additional equity interests in Freedom VCM in connection with the FRG take-private transaction, and (iii) Mr. Kahn owed a total of $ 20,911 to the Company under the Advisory Agreement which amount was added to, and included in, the Amended and Restated Note. Following these transactions, the Company owns an equity interest of $ 281,144 or 31 % of the outstanding equity interests in Freedom VCM. Also in connection with the FRG take-private transaction, on August 21, 2023 all of the equity interests of B. Riley Receivables II, LLC (“BRRII”), a majority-owned subsidiary of the Company, were sold to a Freedom VCM affiliate, which resulted in a loss of $ 78 . In connection with the sale, the Freedom VCM affiliate assumed the obligations with respect to the Pathlight Credit Agreement, as further discussed in Note 12, and the Company entered into a non-recourse promissory note with another Freedom VCM affiliate in the amount of $ 58,872 , with a stated interest rate of 19.74 % and a maturity date of August 21, 2033 (the “Freedom Receivables Note”) with payments of principal and interest on the note limited solely to performance of certain receivables held by BRRII. The Company has elected to account for this 31 % equity investment under the fair value option. The following tables contain summarized financial information with respect to Freedom VCM, included below for purposes of the disclosure a quarter in arrears (balance sheet amounts as of September 30, 2023 correspond to amounts as of December 31, 2023 of the Company; income statement amounts during the twelve months ended September 30, 2023 correspond to amounts during the twelve months ended December 31, 2023 of the Company), which is the period in which the most recent financial information is available: As of September 30, 2023 Current assets $ 1,219,682 Noncurrent assets $ 3,142,660 Current liabilities $ 749,894 Noncurrent liabilities $ 2,695,445 Equity attributable to investee $ 917,003 109 Table of Contents For the twelve months ended September 30, 2023 Revenues $ 4,276,097 Cost of revenues $ 2,608,203 Net loss attributable to investees $ ( 276,813 ) As of December 31, 2023, the fair value of the investment in Freedom VCM totaled $ 287,043 and is included in securities and other investments owned, at fair value in the consolidated balance sheets. The change in fair value recorded in the income statement as an unrealized gain was $ 5,899 for the period from August 21, 2023 (date of the investment) through December 31, 2023. Babcock and Wilcox Enterprises, Inc, Equity Investment The Company owns a 31 % voting interest in B&W whereby the Company has elected to account for this investment under the fair value option. The following tables contain summarized financial information with respect to B&W included below for purposes of the disclosure a quarter in arrears (balance sheet amounts as of September 30, 2023 and 2022, correspond to amounts as of December 31, 2023 and 2022, respectively, of the Company; income statement amounts during the twelve months ended September 30, 2023, 2022, and 2021, correspond to amounts during the twelve months ended December 31, 2023, 2022, and 2021, respectively, of the Company): As of September 30, 2023 2022 Current assets $ 542,300 $ 498,593 Noncurrent assets $ 294,979 $ 382,974 Current liabilities $ 393,539 $ 319,533 Noncurrent liabilities $ 585,430 $ 579,162 Equity attributable to investee $ ( 142,316 ) $ ( 18,019 ) Noncontrolling interest $ 626 $ 891 For the twelve months ended September 30, 2023 2022 2021 Revenues $ 1,022,064 $ 832,233 $ 680,921 Cost of revenues $ 795,422 $ 651,493 $ 512,601 Loss (income) from continuing operations $ ( 23,484 ) $ ( 3,958 ) $ 13,045 Net (loss) income $ ( 128,587 ) $ ( 2,052 ) $ 6,362 Net (loss) income attributable to investees $ ( 143,591 ) $ ( 13,868 ) $ 481 As of December 31, 2023 and 2022, the fair value of the investment in B&W totaled $ 40,072 and $ 157,455 , respectively, and are included in securities and other investments owned, at fair value in the consolidated balance sheets. Other Public Company Equity Investments As of December 31, 2023, the Company had a voting interest of 14 % in Synchronoss Technologies, Inc. and 11 % in Alta Equipment Group, Inc. The Company has significant influence due to the equity ownership interest and board representation for both of these companies. The Company has elected to account for these equity investments under the fair value option. The following tables contain summarized financial information for these companies, included below for purposes of the disclosure a quarter in arrears (balance sheet amounts as of September 30, 2023 and 2022, correspond to amounts as of December 31, 2023 and 2022, respectively, of the Company; income statement amounts during the twelve months ended September 30, 2023, 2022, and 2021, correspond to amounts during the twelve months ended December 31, 110 Table of Contents 2023, 2022 and 2021, respectively, of the Company), which is the period in which the most recent financial information is available: Synchronoss Technologies, Inc. Alta Equipment Group, Inc. As of September 30, As of September 30, 2023 2022 2023 2022 Current assets $ 85,903 $ 112,377 $ 784,300 $ 581,900 Noncurrent assets $ 275,304 $ 286,512 $ 696,100 $ 560,700 Current liabilities $ 74,528 $ 81,667 $ 569,800 $ 415,200 Noncurrent liabilities $ 166,673 $ 170,809 $ 763,100 $ 586,700 Equity attributable to investee $ 120,006 $ 146,413 $ 147,500 $ 140,700 Synchronoss Technologies, Inc. Alta Equipment Group, Inc. For the twelve months ended September 30, For the twelve months ended September 30, 2023 2022 2021 2023 2022 2021 Revenues $ 234,699 $ 264,829 $ 276,161 $ 1,783,900 $ 1,499,500 $ 1,136,900 Cost of revenues $ 82,167 $ 95,621 $ 111,438 $ 1,298,900 $ 1,101,600 $ 847,200 Net (loss) income attributable to investees $ ( 45,468 ) $ ( 3,655 ) $ ( 142,810 ) $ 7,100 $ 6,500 $ ( 25,300 ) As of December 31, 2023 and 2022, the fair value of the equity investment in Synchronoss Technologies, Inc. was $ 8,780 and $ 7,467 , respectively. As of December 31, 2023 and 2022, the fair value of the equity investment in Alta Equipment Group, Inc. was $ 44,653 and $ 79,150 , respectively. These amounts are included in securities and other investments owned in the consolidated balance sheets. Other Equity Investments As of December 31, 2023, the Company had other equity investments where the Company is considered to have the ability to exercise influence since the Company has representation on the board of directors or the Company is presumed to have the ability to exercise significant influence since the investment is more than minor and the limited liability company is required to maintain specific ownership accounts for each member. The Company has elected to account for these equity investments under the fair value option. These equity investments are comprised of equity investments in six private companies at December 31, 2023. The following table contains summarized financial information for these companies, included below for purposes of the disclosure a quarter in arrears (balance sheet amounts as of September 30, 2023 and 2022, correspond to amounts as of December 31, 2023 and 2022, respectively, of the Company; income statement amounts during the twelve months ended September 30, 2023, 2022, and 2021, correspond to amounts during the twelve months 111 Table of Contents ended December 31, 2023, 2022 and 2021, respectively, of the Company), which is the period in which the most recent financial information is available: As of September 30, 2023 2022 Current assets $ 281,610 $ 69,706 Noncurrent assets $ 627,858 $ 168,721 Current liabilities $ 150,114 $ 40,985 Noncurrent liabilities $ 277,638 $ 104,758 Preferred stock $ 4,500 $ 4,500 Equity attributable to investee $ 477,216 $ 88,184 For the twelve months ended September 30, 2023 2022 2021 Revenues $ 551,374 $ 114,941 $ 17,352 Cost of revenue and expenses $ 383,461 $ 55,780 $ 7,432 Net income (loss) attributable to investees $ 35,898 $ 6,146 $ ( 3,402 ) As of December 31, 2023 and 2022, the fair value of these six investments totaled $ 81,685 and $ 83,791 , 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, as amended by Accounting Standards Update (“ASU”) No. 2017-04, Simplifying the Test for Goodwill Impairment, permits management to perform a qualitative analysis to determine whether it is more likely than not that the fair value of a reporting unit is less than its corresponding carrying value. If management determines the reporting unit's fair value is more likely than not less than its carrying value, a quantitative analysis will be performed to compare the fair value of the reporting unit with its corresponding carrying value. If the conclusion of the quantitative analysis is that the fair value is in fact less than the carrying value, management will recognize a goodwill impairment charge for the amount by which the reporting unit’s carrying value exceeds its fair value. 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 six reporting units, which are the same as its reporting segments described in Note 23. 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. In performing the qualitative analysis on an interim basis at September 30, 2023, qualitative factors indicated that it could be more likely than not that the carrying value of goodwill in the Consumer Products segment could be impaired due to the current financial performance of the Company’s Targus subsidiary and which is included in the Consumer Products segment, as well as current market conditions that existed in the personal computer market for computers and accessories. The Company performed an interim quantitative goodwill impairment assessment as of September 30, 2023 and based on the results of the analysis, the Company recorded a non-cash impairment charge of $ 35,500 , consisting of a goodwill impairment charge of $ 27,500 and an indefinite-lived tradename impairment charge of $ 8,000 . As part of the annual review of goodwill at December 31, 2023, qualitative factors continued to indicate that it could be more likely than not that the carrying value of goodwill in the Consumer Products segment could be further impaired due to the financial performance of the Company’s Targus subsidiary during the holiday season and the expected recovery in market conditions for the personal computer market for computers and accessories that may be delayed. The Company 112 Table of Contents performed an annual quantitative goodwill impairment and a year ended assessment as of December 31, 2023, and based on the results of the analysis, the Company recorded an additional non-cash impairment charge of $ 33,100 , consisting of a goodwill impairment charge of $ 25,600 and an indefinite-lived tradename impairment charge of $ 7,500 as of December 31, 2023. Non-cash impairment charges totaled $ 68,600 during the full year ended December 31, 2023 and were recorded in impairment of goodwill and tradenames in the accompanying consolidated statements of operations during the year ended December 31, 2023, as more fully discussed in Note 9. There were no impairments of goodwill or indefinite-lived intangibles were identified during the years ended December 31, 2022 and 2021. 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, 2023, the Company recorded an impairment charge in the second quarter of 2023 of $ 1,733 for a finite-lived tradename in the Capital Markets segment that was no longer used by the Company, which was recorded in impairment of goodwill and tradenames in the accompanying consolidated statements of operations. 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 year ended December 31, 2021, 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 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 113 Table of Contents 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, 2023 and 2022, partnership and investment fund interests valued at NAV of $ 35,196 and $ 70,063 , 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, 2023 and 2022, the following table presents the carrying value of equity securities measured under the measurement alternative investments and the related adjustments recorded during the periods presented for those securities with observable price changes: December 31, 2023 December 31, 2022 Securities and other investments owned, carrying value $ 64,455 $ 94,109 Upward carrying value changes 100 7,940 Downward carrying value changes/impairment ( 21,395 ) ( 4,268 ) 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, 2023, 2022, and 2021, 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 other than the fair value of goodwill and tradename as more fully disclosed in Note 9. As of December 31, 2022, the Company had $ 174,437 of funds held in trust that were 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”), which was a special purpose acquisition corporation (“SPAC”). The funds raised were held in a trust account that was 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 SPAC as set forth in the trust agreement. As of December 31, 2022, the funds held in trust were included within Level 1 of the fair value hierarchy and included in prepaid expenses and other assets in the accompanying consolidated balance sheets. The BRPM 250 Class A public shares were deemed cancelled on May 4, 2023, and the funds held in trust were used to fund the corresponding redemption amounts to the BRPM 250 Class A shareholders. The Company had warrant liabilities related to warrants of the SPAC that are held by investors in BRPM 250. The warrants were accounted for as liabilities in accordance with ASC 815 - Derivatives and Hedging and were measured at fair value at inception and on a recurring basis using quoted prices in over-the-counter markets. Warrant liabilities were 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 as of December 31, 2022. The warrants expired worthless on May 4, 2023 when all of the BRPM 250 Class A public shares were redeemed. Changes in fair value of warrants were 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 was 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. 114 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, 2023 and 2022. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2023 Using Fair value at December 31, 2023 Quoted prices in active markets for identical assets (Level 1) Other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Securities and other investments owned: Equity securities $ 930,179 $ 194,541 $ — $ 735,638 Corporate bonds 59,287 56,045 3,242 — Other fixed income securities 2,989 — 2,989 — Total securities and other investments owned 992,455 250,586 6,231 735,638 Loans receivable, at fair value 532,419 — — 532,419 Total assets measured at fair value $ 1,524,874 $ 250,586 $ 6,231 $ 1,268,057 Liabilities: Securities sold not yet purchased: Equity securities $ 1,037 $ 1,037 $ — $ — Corporate bonds 5,971 — 5,971 — Other fixed income securities 1,593 — 1,593 — Total securities sold not yet purchased 8,601 1,037 7,564 — Mandatorily redeemable noncontrolling interests issued after November 5, 2003 5,835 — — 5,835 Contingent consideration 27,985 — — 27,985 Total liabilities measured at fair value $ 42,421 $ 1,037 $ 7,564 $ 33,820 115 Table of Contents 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 As of December 31, 2023 and 2022, financial assets measured and reported at fair value on a recurring basis and classified within Level 3 were $ 1,268,057 and $ 1,070,117 , respectively, or 20.9 % and 17.5 %, 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. 116 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, 2023: Fair value at December 31, 2023 Valuation Technique Unobservable Input Range Weighted Average (1) Assets: Equity securities $ 662,158 Market approach Multiple of EBITDA 0.7 x - 13.5 x 7.1 x Multiple of Sales 0.8 x - 3.8 x 1.0 x Market price of related security $ 0.04 - $ 92.51 $ 12.27 58,331 Discounted cash flow Market interest rate 20.2 % - 57.0 % 24.6 % 15,149 Option pricing model Annualized volatility 25.0 % - 187.0 % 75.0 % Loans receivable at fair value 512,522 Discounted cash flow Market interest rate 10.0 % - 41.6 % 17.1 % 19,897 Market approach Market price of related security $ 19.87 $ 19.87 Total level 3 assets measured at fair value $ 1,268,057 Liabilities: Mandatorily redeemable noncontrolling interests issued after November 5, 2003 $ 5,835 Market approach Operating income multiple 6.0 x 6.0 x Contingent consideration 27,985 Discounted cash flow EBITDA volatility 70.0 % 70.0 % Asset volatility 69.0 % 69.0 % Market interest rate 8.5 % 8.5 % Revenue volatility 5.1 % 5.1 % Total level 3 liabilities measured at fair value $ 33,820 (1) - Unobservable inputs were weighted by the relative fair value of the financial instruments. 117 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 (1) Assets: Equity securities $ 304,172 Market approach Multiple of EBITDA 1.5 x - 10.5 x 6.0 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 (1) - Unobservable inputs were weighted by the relative fair value of the financial instruments. The changes in Level 3 fair value hierarchy during the year ended December 31, 2023 and 2022 are as follows: 118 Table of Contents Level 3 Balance at Beginning of Year Level 3 Changes During the Period Level 3 Balance at End of Year Fair Value Adjustments (1) Relating to Undistributed Earnings Purchases, Sales and Settlements Transfer in and/or out of Level 3 Year Ended December 31, 2023 Equity securities $ 368,465 $ ( 5,135 ) $ ( 23 ) $ 366,519 $ 5,812 $ 735,638 Loans receivable at fair value 701,652 22,366 ( 5,247 ) ( 186,102 ) ( 250 ) 532,419 Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,648 750 1,836 ( 1,399 ) — 5,835 Contingent consideration 31,046 ( 4,536 ) — 1,475 — 27,985 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 (1) - Fair value adjustments represent realized and unrealized gains (losses) of which $ 10,884 relating to equity securities and $ 22,366 relating to loans receivable, at fair value were included in trading income (loss) and fair value adjustments on loans and $( 16,019 ) relating to equity securities were included in realized and unrealized gains (losses) on investments in the consolidated statement of operations during the year ended December 31, 2023. Fair value adjustments represent realized and unrealized gains (losses) of which $( 984 ) relating to equity securities and $( 54,357 ) relating to loans receivable, at fair value were included in trading income (loss) and fair value adjustments on loans and $ 12,094 relating to equity securities were included in realized and unrealized gains (losses) on investments in the consolidated statement of operations during the year ended December 31, 2022. The amounts reported in the table above during the years ended December 31, 2023 and 2022 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, 2023 and 2022, the senior notes payable had a carrying amount of $ 1,668,021 and $ 1,721,751 , respectively, and a fair value of $ 1,127,503 and $ 1,431,787 , respectively. The aggregate carrying amount of the Company's notes payable, revolving credit facility, and term loans of $ 688,343 and $ 725,020 as of December 31, 2023 and 2022, respectively, 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. 119 Table of Contents 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, 2023 and 2022. These investments were measured due to an observable price change or impairment during the years ended December 31, 2023 and 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, 2023 Investments in nonpublic entities that do not report NAV $ 1,628 $ — $ 1,602 $ 26 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, 2023 and 2022, there were no forward exchange contracts 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 zero , $ 68 , and $ 1,052 during the years ended December 31, 2023, 2022, and 2021, 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 losses were $ 2,841 , gains were $ 2,224 , and gains were $ 1,256 , during the years ended December 31, 2023, 2022, and 2021, respectively. These amounts are included in selling, general and administrative expenses in the Company’s consolidated statements of operations. (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 Management, LLC (“Lingo”), which on February 24, 2023, the Company acquired, increasing its ownership interest in Lingo to 100 %. 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. 120 Table of Contents Changes to redeemable noncontrolling interest consist of the following: Amount 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 3) 8,021 Distributions ( 600 ) Balance, December 31, 2022 178,622 Net loss ( 146 ) Purchase of Lingo minority interest ( 11,190 ) Remeasurement adjustments for Lingo and BRPM 250 8,477 Redemption of BRPM 250 Class A common stock ( 175,763 ) Balance, December 31, 2023 $ — (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, 2023 and 2022, 200,000 BR Brands warrants were outstanding. In April 2024, 200,000 shares of the Company's common stock were issued in connection with the exercise of warrants for cash in the amount of $ 653 . (y) Equity Method Investments As of December 31, 2023 and 2022, equity method investments of $ 2,087 and $ 41,298 , 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 investments in the accompanying consolidated statements of operations. bebe stores, inc. As of December 31, 2022, the Company had a 40.1 % ownership interest in bebe. The equity ownership in bebe was accounted for under the equity method of accounting and the investment is included in prepaid expenses and other assets in the consolidated balance sheets. On October 6, 2023, the fair value of the Company's existing equity interest in bebe was $ 30,575 . On October 6, 2023, the Company purchased an additional 3,700,000 shares of bebe for an aggregate purchase price of $ 18,500 , resulting in an increase in the Company's ownership interest to 76.2 %. The purchase of these additional shares resulted in the Company having a majority voting interest in bebe and the consolidation of bebe financial results for periods subsequent to October 6, 2023. The carrying value of the Company’s equity method investment in bebe was remeasured as a result of the purchase of additional shares on October 6, 2023, which resulted in the Company obtaining a controlling interest in bebe. Upon obtaining the controlling interest, the Company was required to remeasure the carrying value of its investment in bebe. Since the transaction price to obtain the controlling interest on a per share basis was less than the aggregate carrying value of the Company’s investment by $ 12,891 , upon remeasurement, the Company recorded a loss for this in the amount of $ 12,891 at September 30, 2023, which is included in other income (expense) - change in fair value of financial instruments and other in the accompanying consolidated statements of operations. The carrying value of the investment in bebe was 121 Table of Contents $ 40,383 and the fair value was $ 25,423 as of December 31, 2022. The total assets and liabilities of bebe as of December 31, 2022 was $ 94,401 and $ 45,858 , respectively. Total revenues of bebe during the years ended December 31, 2022, and 2021 was $ 55,452 and $ 50,745 , respectively. Net income of bebe during the years ended December 31, 2022 and 2021 was $ 17,423 and $ 8,366 , respectively. During the years ended December 31, 2023, 2022, and 2021, the Company received dividends from bebe of $ 245 , $ 3,197 , and $ 2,136 , respectively. 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 were consolidated with the Company. On February 24, 2023, the Company acquired the remaining 20 % ownership in Lingo, increasing the Company's ownership interest from 80 % to 100 %. 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, 2023, non-cash activities related to the sale of BRRII and other businesses consisted of: (1) non-cash investing activity for a decrease in loans receivable of $ 124,397 and receipt of a loan receivable in the amount of $ 58,872 , and (2) non-cash financing activity for a decrease in term loan in the amount of $ 65,790 and decrease in non-controlling interest related to the distribution of equity of subsidiary of $ 3,374 . Other non-cash investing activities during the year ended December 31, 2023 included $ 26,817 of notes receivable that converted into equity securities; $ 23,668 of other receivables financed with a loan receivable; $ 1,190 of loans receivable that was included in consideration paid for the purchase of the Lingo noncontrolling interest; and $ 2,111 of common stock issued as part of the purchase price consideration for a business acquisition. During the year ended December 31, 2023, non-cash financing activities also included $ 7,000 in seller financing related to the purchase of the Lingo noncontrolling interest. During the year ended December 31, 2023, other non-cash activities included the recognition of new operating lease right-of-use assets of $ 15,979 and the recognition of new operating lease liabilities of $ 15,979 . 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 . (aa) Variable Interest Entities 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. 122 Table of Contents The party with a controlling financial interest in a VIE is known as the primary beneficiary and consolidates the VIE. The Company determines whether it is the primary beneficiary of a VIE by performing an analysis that principally considers: (a) which variable interest holder has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; (b) which variable interest holder has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE; (c) the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders; (d) the terms between the VIE and its variable interest holders and other parties involved with the VIE; and (e) related-party relationships with other parties that may also have a variable interest in the VIE. On August 21, 2023, in connection with the FRG take-private transaction, one of the Company's subsidiaries (the “Lender”) and an affiliate of Mr. Kahn (the “Borrower”) entered into an amended and restated a promissory note as discussed further in Note 2(r) and 2(s) above. The Company was not involved in the design of the Borrower, has no equity financial interest, and has no rights to make decisions or participate in the management of the Borrower that significantly impact the economics of the Borrower. Since the Company does not have the power to direct the activities of the Borrower, the Company is not the primary beneficiary and therefore does not consolidate the Borrower. The promissory note is included in loans receivable, at fair value in the Company’s consolidated financial statements and is a variable interest in accordance with the accounting guidance. As of December 31, 2023, the maximum amount of loss exposure to the VIE was $ 209,395 . 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, 2023, 2022, and 2021 were $ 3,382 , $ 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, 2023 December 31, 2022 Securities and other investments owned, at fair value $ 28,573 $ 33,743 Loans receivable, at fair value 250,801 46,700 Other assets 11,418 3,755 Maximum exposure to loss $ 290,792 $ 84,198 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 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 123 Table of Contents 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. On April 21, 2023, the Board of Directors of BRPM 250 approved a plan to redeem all of the outstanding shares of Class A common stock of BRPM 250, effective as of May 4, 2023. The BRPM 250 Class A public shares were deemed cancelled on May 4, 2023, and the funds held in trust were used to fund the corresponding redemption amounts to the BRPM 250 Class A shareholders and BRPM 250 is no longer a VIE. (ab) Reclassifications Certain prior period amounts have been reclassified to conform with the current period presentation. Certain amounts reported in the Consumer segment during the years ended December 31, 2022 and 2021 have been reclassified and reported in the Consumer Products segment and the All Other category during the years ended December 31, 2022 and 2021 as a result of changes in the Company's reportable operating segments in the fourth quarter of 2023. See Note 23 for more details. (ac) Recent Accounting Standards Not yet adopted In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures . The amendments in this update improve income tax disclosure requirements, related to the transparency of rate reconciliation and income taxes paid disclosures and the effectiveness and comparability of disclosures of pretax income (or loss) and income tax expense (or benefit). The amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The update should be applied on a prospective basis. The Company has not yet adopted this update and is currently evaluating the effect this new standard will have on its financial position and results of operations. In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures . The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories included in each reported measure of a segment's profit or loss on an interim and annual basis. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The update should be 124 Table of Contents applied retrospectively to all prior periods presented in the financial statements. The Company has not yet adopted this update and is currently evaluating the effect this new standard will have on its financial position and results of operations. Recently adopted 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 Company early adopted this ASU in the fourth quarter of 2023. The adoption of ASU 2022-03 resulted in a $ 1,133 change to the fair value of equity securities that were subject to contractual sale restrictions. In September 2022, the FASB issued 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 Company adopted the ASU effective January 1, 2023. The ASU had no impact on the consolidated results of operations, cash flows, and financial position and was immaterial to the financial statement disclosures. NOTE 3 — ACQUISITIONS 2023 Acquisitions On October 6, 2023, the Company purchased an additional 3,700,000 shares of bebe for an aggregate purchase price of $ 18,500 , resulting in an increase in the Company's ownership interest to 76.2 %. The purchase of these additional shares resulted in the Company having a majority voting interest in bebe and the consolidation of bebe financial results for periods subsequent to October 6, 2023. The Company used the acquisition method of accounting and determined the fair value of assets exceeded consideration by $ 15,903 which was recorded as a bargain purchase gain during the three months ended December 31, 2023. The gain on bargain purchase was included within other income (expense) in gain on bargain purchase in the consolidated statements of operations. The bargain purchase gain resulted from the Company’s specific deferred tax asset attributes associated with the utilization of bebe’s net operating losses. bebe is included in the All Other category that is reported with Corporate and Other in Note 23 - Business Segments. Freedom VCM Equity Investment Acquisition - Pro Forma Financial Information On August 21, 2023, the Company acquired approximately 31 % equity interest in Freedom VCM for total consideration of $ 281,144 . The equity interest was acquired in connection with Freedom VCM's acquisition of FRG by a buyer group that included members of senior management of FRG, led by Brian Kahn, FRG’s then Chief Executive Officer as part of the FRG take-private transaction. The unaudited pro-forma financial information for the years ended December 31, 2023 and 2022 in the table below summarizes the results of operations of the Company and the equity investment in Freedom VCM as though the acquisition of the approximately 31 % equity investment on August 21, 2023 had occurred as of the beginning of each of the years on January 1, 2023 and 2022. The pro-forma financial information presented includes the effects of the common stock offering in July 2023 and adjustments related to additional interest expense from borrowings that the Company used to finance the acquisition of the equity interest. The Company has elected to account for the acquisition of the equity investment under the fair value option and any changes in fair value of the equity investment during future periods will be recorded in the consolidated statements of operations. The pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition of the equity investment had taken place at the beginning of the earliest period presented, nor does it intend to be a projection of future results. 125 Table of Contents Pro Forma (unaudited) Year Ended December 31, 2023 2022 Revenues $ 1,643,600 $ 1,080,670 Net loss attributable to B. Riley Financial, Inc. $ ( 105,750 ) $ ( 168,970 ) Net loss attributable to common shareholders $ ( 113,807 ) $ ( 176,978 ) Basic loss per share $ ( 3.74 ) $ ( 5.84 ) Diluted loss per share $ ( 3.74 ) $ ( 5.84 ) Weighted average basic shares outstanding 30,456,631 30,279,439 Weighted average diluted shares outstanding 30,456,631 30,279,439 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 $ 15,329 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 $ 79,781 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 Products 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 ( 62,939 ) Deferred income taxes ( 9,989 ) Contingent consideration ( 2,212 ) Lease liability ( 7,665 ) Net tangible assets acquired and liabilities assumed 167,765 Goodwill 79,781 Total $ 247,546 During the year ended December 31, 2023, goodwill for Targus changed by $ 4,028 related to certain purchase price accounting adjustments. 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 The weighted average lives of amortizable intangible assets at acquisition date was 8.5 years. 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. 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 Telecom (“BullsEye”), FocalPoint Securities LLC (“FocalPoint”), and Atlantic Coast Fibers (“ACR”) (and related businesses). In accordance with ASC 805, the Company used the acquisition method of accounting for these acquisitions, none of which were material to the Company's 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. During the year ended December 31, 2023, certain working capital holdback provisions in the BullsEye purchase agreement were finalized resulting in the Company receiving $ 672 of cash, which reduced goodwill from $ 151,925 to $ 151,253 . 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 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. 128 Table of Contents NOTE 4 — RESTRUCTURING CHARGE The Company recorded restructuring charges in the amount of $ 2,131 , $ 9,011 , and zero during the years ended December 31, 2023, 2022, and 2021, respectively. The restructuring charges during the year ended December 31, 2023 were primarily related to reorganization and consolidation activities in the Wealth Management segment, Communications segment, and Consumer Products segment. Reorganization and consolidation activities consisted of reductions in workforce and facility closures. 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 following tables summarize the changes in accrued restructuring charge during the years ended December 31, 2023, 2022, and 2021: Year Ended December 31, 2023 2022 2021 Balance, beginning of year $ 2,335 $ 624 $ 727 Restructuring charge 2,131 9,011 — Cash paid ( 2,253 ) ( 2,712 ) ( 114 ) Non-cash items 327 ( 4,588 ) 11 Balance, end of year $ 2,540 $ 2,335 $ 624 The following table summarizes the restructuring activities by reportable segment during the years ended December 31, 2023 and 2022: Wealth Management Communications Consumer Products Total Restructuring charges for the year ended December 31, 2023: Employee termination costs $ — $ 1,540 $ 530 $ 2,070 Facility closure and consolidation charge 61 — — 61 Total restructuring charge $ 61 $ 1,540 $ 530 $ 2,131 Restructuring charges for the year ended December 31, 2022: Employee termination costs $ 1,150 $ 1,054 $ — $ 2,204 Impairment of intangibles 2,012 2,162 — 4,174 Facility closure and consolidation charge 1,792 841 — 2,633 Total restructuring charge $ 4,954 $ 4,057 $ — $ 9,011 There were no restructuring charges during the year ended December 31, 2021. 129 Table of Contents NOTE 5 — 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, 2023 and 2022: 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, 2023 Securities borrowed $ 2,870,939 $ — $ 2,870,939 $ 2,870,939 $ — Securities loaned $ 2,859,306 $ — $ 2,859,306 $ 2,859,306 $ — 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 $ — _______________________ (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. The following table presents the contract value of securities lending transactions accounted for as secured borrowings by the type of collateral provided to counterparties as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Remaining contractual maturity Remaining contractual maturity Overnight and continuous Total Overnight and continuous Total Securities lending transactions Corporate securities - fixed income $ 283,809 $ 283,809 $ 401,898 $ 401,898 Equity securities 2,575,919 2,575,919 1,925,549 1,925,549 Non-US sovereign debt 11,211 11,211 15,880 15,880 Total borrowings $ 2,870,939 $ 2,870,939 $ 2,343,327 $ 2,343,327 The Company's securities lending transactions require us to pledge collateral based on the terms of each contract which is generally denominated in U.S. dollars and marked to market on a daily basis. If the fair value of the collateral pledged for these transactions declines, the Company could be required to provide additional collateral to the counterparty, therefore decreasing the amount of assets available for other liquidity needs that may arise. The Company's liquidity risk is mitigated by maintaining offsetting securities borrowed transactions in which the Company receives cash from the counterparty which, in general, is equal to or greater than the cash the Company posts on securities lending transactions. 130 Table of Contents NOTE 6 — ACCOUNTS RECEIVABLE The components of accounts receivable, net, include the following: December 31, 2023 December 31, 2022 Accounts receivable $ 109,725 $ 144,120 Investment banking fees, commissions and other receivables 13,110 8,654 Total accounts receivable 122,835 152,774 Allowance for credit losses ( 7,339 ) ( 3,664 ) Accounts receivable, net $ 115,496 $ 149,110 Additions and changes to the allowance for credit losses consist of the following: Year Ended December 31, 2023 2022 2021 Balance, beginning of period $ 3,664 $ 3,658 $ 3,114 Add: Additions to reserve 7,148 4,164 1,453 Less: Write-offs ( 3,498 ) ( 4,145 ) ( 1,074 ) Less: Recovery 25 ( 13 ) 165 Balance, end of period $ 7,339 $ 3,664 $ 3,658 NOTE 7 — PREPAID EXPENSES AND OTHER ASSETS Prepaid expenses and other assets consist of the following: December 31, 2023 December 31, 2022 Funds held in trust account for BRPM 250 to redeem noncontrolling interests in equity of subsidiaries $ — $ 174,437 Inventory 110,482 101,675 Equity method investments 2,087 41,298 Prepaid expenses 24,813 17,623 Unbilled receivables 13,402 14,144 Other receivables 39,001 66,403 Other assets 47,542 45,116 Prepaid expenses and other assets $ 237,327 $ 460,696 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. Other assets primarily consist of deposits, real estate held for investment, deferred financing costs, and finance lease assets. 131 Table of Contents NOTE 8 — PROPERTY AND EQUIPMENT Property and equipment, net, consists of the following: Estimated Useful Lives December 31, 2023 December 31, 2022 Leasehold improvements 1 to 15 years $ 14,787 $ 13,484 Machinery, equipment and computer software 1 to 15 years 33,785 30,930 Furniture and fixtures 3 to 5 years 5,963 5,972 Total 54,535 50,386 Less: Accumulated depreciation and amortization ( 29,329 ) ( 23,245 ) $ 25,206 $ 27,141 Depreciation expense was $ 9,468 , $ 5,677 , and $ 3,865 during the years ended December 31, 2023, 2022, and 2021, respectively. NOTE 9 — GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill was $ 472,326 and $ 512,595 as of December 31, 2023 and 2022, respectively. The decrease in goodwill for the year ended December 31, 2023 was primarily from the Targus goodwill impairment of $ 53,100 in the Consumer Products segment, partially offset by $ 11,871 from other acquisitions. The increase in goodwill for the year ended December 31, 2022 was primarily from the acquisitions of Targus in the Consumer Products segment, FocalPoint in the Capital Markets segment, and Lingo and BullsEye in the Communications segment. 132 Table of Contents The changes in the carrying amount of goodwill during the years ended December 31, 2023 and 2022 were as follows: Capital Markets Segment Wealth Management Segment Auction and Liquidation Segment Financial Consulting Segment Communications Segment Consumer Products Segment All Other Total 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 Changes in goodwill during the year: Acquisition of other businesses — — — 9,443 — — 2,428 11,871 Goodwill impairment — — — — — ( 53,100 ) — ( 53,100 ) Other — — — 187 672 4,028 ( 3,927 ) 960 Balance as of December 31, 2023 $ 162,018 $ 51,195 $ 1,975 $ 33,310 $ 193,867 $ 26,681 $ 3,280 $ 472,326 During the year ended December 31, 2023, the changes in goodwill included $ 187 of foreign currency translation amounts, $ 672 of working capital settlements as described in Note 3, $ 4,028 related to certain purchase price accounting adjustments, and $( 3,927 ) related to the sale of certain assets. 133 Table of Contents Intangible assets consisted of the following: As of December 31, 2023 As of December 31, 2022 Useful Life Gross Carrying Value Accumulated Amortization Intangibles Net Gross Carrying Value Accumulated Amortization Intangibles Net Amortizable assets: Customer relationships 1.0 to 16 Years $ 272,399 $ ( 117,228 ) $ 155,171 $ 268,253 $ ( 87,049 ) $ 181,204 Domain names 7 years 185 ( 183 ) 2 185 ( 169 ) 16 Advertising relationships 8 years 100 ( 94 ) 6 100 ( 81 ) 19 Internally developed software and other intangibles 0.5 to 10 Years 28,985 ( 19,613 ) 9,372 28,295 ( 12,714 ) 15,581 Trademarks 3 to 10 Years 20,821 ( 8,133 ) 12,688 23,309 ( 6,307 ) 17,002 Total 322,490 ( 145,251 ) 177,239 320,142 ( 106,320 ) 213,822 Non-amortizable assets: Tradenames 144,775 — 144,775 160,276 — 160,276 Total intangible assets $ 467,265 $ ( 145,251 ) $ 322,014 $ 480,418 $ ( 106,320 ) $ 374,098 Amortization expense was $ 40,136 , $ 34,292 , and $ 22,006 during the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, estimated future amortization expense was $ 33,970 , $ 30,336 , $ 27,208 , $ 24,842 , $ 21,162 during the years ended December 31, 2024, 2025, 2026, 2027 and 2028, respectively. The estimated future amortization expense after December 31, 2028 was $ 39,721 . The Company performs impairment tests for goodwill as of December 31 of each year and between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair values of the Company’s reporting units below their carrying values. As a result of the current financial performance of the Company’s Targus subsidiary which is included in the Consumer Products segment as well as current market conditions that exist in the personal computer market for computers and accessories, the Company updated its long-term forecasts. The Company performed an interim goodwill impairment quantitative assessment as of September 30, 2023 and a year ended assessment as of December 31, 2023, and based on the results of the analysis, the Company recorded a non-cash impairment charge of $ 68,600 consisting of a goodwill impairment charge of $ 53,100 and a tradename impairment charge of $ 15,500 , which was recorded in impairment of goodwill and tradenames in the accompanying consolidated statements of operations during the year ended December 31, 2023. The Company previously recorded an impairment charge in the second quarter of 2023 of $ 1,733 for a finite-lived for a tradename in the Capital Markets segment that is no longer used by the Company, which was recorded in impairment of goodwill and tradenames in the accompanying consolidated statements of operations. Goodwill and tradename of the Company’s Targus subsidiary was measured at fair value on a nonrecurring basis as of September 30, 2023 and December 31, 2023. The estimated fair value of goodwill was $ 26,681 and the estimated fair value of tradename was $ 19,500 as of December 31, 2023. The estimated fair value of the Company’s Targus reporting unit was calculated using a weighted-average of values determined from an income approach and a market approach. The income approach involves estimating the fair value of the reporting unit by discounting its estimated future cash flows using a discount rate that would be consistent with a market participant’s assumption. The market approach bases the fair value measurement on information obtained from observed stock prices of public companies and recent merger and acquisition transaction data of comparable entities. In order to estimate the fair value of goodwill and tradename, management must make certain estimates and assumptions that affect the total fair value of the reporting unit including, among other things, an assessment of market conditions, projected cash flows, discount rates, and growth rates. The approximate inputs for the fair value calculations of the reporting unit included an approximate growth rate of 4 % to calculate the terminal value, a discount rate of approximately 21 %, and with respect to tradenames, a royalty rate of approximately 2 %. Management’s 134 Table of Contents estimates of projected cash flows related to the reporting unit include, but are not limited to, future earnings of the reporting unit using revenue growth rates, gross margins, and other cost assumptions consistent with the reporting unit's historical trends, and working capital requirements and future capital expenditures necessary to fund future operations. The assumptions in the fair value measurement reflect the current market environment, industry-specific factors and company-specific factors. NOTE 10 — LEASING ARRANGEMENTS Operating Leases 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 9.4 years and 10.4 years as of December 31, 2023 and 2022, respectively. The operating leases have lease terms up to 18.6 years and 19.6 years as of December 31, 2023 and 2022, respectively. The weighted average discount rate used to calculate the present value of lease payments was 6.76 % and 6.21 % as of December 31, 2023 and 2022, respectively. During the years ended December 31, 2023, 2022, and 2021, the total operating lease expense was $ 23,744 , $ 17,518 , and $ 15,230 , respectively. During the years ended December 31, 2023, 2022, and 2021, $ 2,530 , $ 1,305 , and $ 1,377 , 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, 2023, 2022, and 2021, cash payments against operating lease liabilities totaled $ 21,426 , $ 18,548 , and $ 15,509 respectively, and non-cash lease expense transactions totaled $ 6,193 , $ 4,465 , and $ 3,750 , 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, 2023, maturities of operating lease liabilities were as follows: Operating Leases Year ending December 31: 2024 $ 24,218 2025 22,684 2026 17,096 2027 12,663 2028 11,092 Thereafter 44,407 Total lease payments 132,160 Less: imputed interest ( 33,597 ) Total lease liability $ 98,563 Finance Leases The Company’s financing lease assets primarily represent the lease of vehicles for the Company's subsidiary bebe. As of December 31, 2023, finance lease assets of $ 1,847 are included in prepaid expenses and other assets with the related liabilities of $ 1,923 included in accrued expenses and other liabilities in the consolidated balance sheets. As of December 31, 2023 and 2022, the Company did not have any significant leases executed but not yet commenced. NOTE 11 — 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 $ 200,000 135 Table of Contents 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 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 $ 72 , $ 183 , and $ 435 during the years ended December 31, 2023, 2022, and 2021, respectively. There is no outstanding balance on this credit facility as of December 31, 2023 and 2022. As of December 31, 2023 and 2022, there were no open letters of credit outstanding. The Company is in compliance with all covenants in the asset-based credit facility as of December 31, 2023. On March 28, 2024, the Company received an extension under this credit agreement of the time required to deliver its 2023 audited financial statements, which was extended to April 29, 2024. Other Notes Payable As of December 31, 2023 and 2022, the outstanding balance for the other notes payable was $ 19,391 and $ 25,263 , respectively. Interest expense was $ 609 , $ 1,125 , and $ 21 during the years ended December 31, 2023, 2022, and 2021, respectively. Notes payable primarily consisted of additional deferred cash consideration owed to the sellers of FocalPoint and a promissory note related to the Lingo minority interest purchase, which was paid in full on January 2, 2024. Notes payable to a clearing organization for one of the Company’s broker dealers, which accrued interest at the prime rate plus 2.0 %, matured on January 31, 2022 and was repaid during the year ended December 31, 2022. NOTE 12 — TERM LOANS AND REVOLVING CREDIT FACILITIES Targus Credit Agreement On October 18, 2022, the Company's subsidiary, Tiger US Holdings, Inc. (the “Borrower”), 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 is secured by substantially all Targus assets as collateral defined in the Targus Credit Agreement. 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. 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. On October 31, 2023 and February 20, 2024, the Company entered into Amendment No. 1 and Amendment No. 2 to the Targus Credit Agreement, which, among other things, modified the fixed charge coverage ratio and the minimum earnings before interest, taxes, depreciation, and amortization requirements which waived the financial covenant breaches for the periods ended September 30, 2023 and December 31, 2023, respectively. The Company is in compliance with the Targus Credit Agreement and no event of default has occurred. 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 136 Table of Contents 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 March 31, 2024 to March 31, 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, 2023 and 2022, the outstanding balance on the term loan was $ 17,834 (net of unamortized debt issuance costs of $ 366 ) and $ 26,021 (net of unamortized debt issuance costs of $ 580 ), respectively, and the outstanding balance on the revolver loan was $ 43,801 and $ 52,978 , respectively. Interest expense on these loans during the years ended December 31, 2023 and 2022 was $ 7,303 (including amortization of deferred debt issuance costs and unused commitment fees of $ 664 ) and $ 1,322 (including amortization of deferred debt issuance costs and unused commitment fees of $ 157 ), respectively. The interest rate on the term loan was 10.20 % and 8.43 % and the interest rate on the revolver loan ranged between 8.45 % to 11.25 % and between 6.03 % to 9.25 % as of December 31, 2023 and 2022, respectively. The weighted average interest rate on the revolver loan was 8.53 % and 6.68 % as of December 31, 2023 and 2022, respectively. Pathlight Credit Agreement On September 23, 2022, the Company's subsidiary, BRRII, 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. On January 12, 2023, Amendment No. 2 to the Pathlight Credit Agreement increased the term loan by an additional $ 78,296 . On March 31, 2023, Amendment No. 3 to the Pathlight Credit Agreement increased the term loan by an additional $ 49,890 . On August 21, 2023, in connection with the sale of all of the equity interests in BRRII to Freedom VCM Receivables as more fully described in Note 2(r), the Company was released from all obligations, guarantees and covenants related to the Pathlight Credit Agreement. The Company had been in compliance with all financial covenants in the Pathlight Credit Agreement. The term loan bore 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 %. 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 years ended December 31, 2023 and 2022 was $ 14,359 (including amortization of deferred debt issuance costs of $ 4,262 ) and $ 5,331 (including amortization of deferred debt issuance costs of $ 1,328 ), respectively. 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 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, 2023 and 2022, the interest rate on the Lingo Credit Agreement was 8.70 % and 7.89 %, respectively. The Lingo Credit Agreement is guaranteed by the Company and Lingo's subsidiaries and secured by certain Lingo assets and equity interests as collateral defined in the Lingo Credit Agreement. 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 137 Table of Contents 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, 2023. On March 15, 2024, the Company received an extension under its credit agreement with Banc of California, N.A. of the time required to deliver its 2023 audited financial statements, which was extended to April 9, 2024, and on April 9, 2024, the Company received further extension of the time required to deliver its 2023 audited financial statements to April 29, 2024. Principal outstanding is due in quarterly installments starting on March 31, 2023. Quarterly installments 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, 2023 and 2022, the outstanding balance on the term loan was $ 63,153 (net of unamortized debt issuance costs of $ 722 ) and $ 71,985 (net of unamortized debt issuance costs of $ 1,016 ), respectively. Interest expense on the term loan during the years ended December 31, 2023 was $ 6,370 (including amortization of deferred debt issuance costs of $ 293 ) and $ 1,619 (including amortization of deferred debt issuance costs of $ 97 ), respectively. bebe Credit Agreement As a result of the Company obtaining a majority ownership interest in bebe on October 6, 2023, bebe's credit agreement with SLR Credit Solutions (the “bebe Credit Agreement”) for a $ 25,000 five-year term loan with a maturity date of August 24, 2026 is included in the Company's long-term debt. The term loan bears interest on the outstanding principal amount equal to the Term SOFR rate plus a margin of 5.50 % to 6.00 % per annum, depending on the total fixed charge coverage ratio as defined in the bebe Credit Agreement. As of December 31, 2023, the interest rate on the bebe Credit Agreement was 11.14 %. The bebe Credit Agreement is collateralized by a first lien on all bebe assets and pledges of capital stock including equity interests. 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 bebe 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. The Company is in compliance with all financial covenants in the bebe Credit Agreement as of December 31, 2023. Principal outstanding is due in quarterly installments through June 30, 2026 in the amount of $ 313 per quarter and the remaining principal balance of $ 20,000 is due at final maturity on August 24, 2026. As of December 31, 2023, the outstanding balance on the term loan was $ 22,487 (net of unamortized debt issuance costs of $ 638 ). Interest expense on the term loan during the period from October 6, 2023 through December 31, 2023 was $ 680 (including amortization of deferred debt issuance costs of $ 56 ). Nomura Credit Agreement The Company, and its wholly owned subsidiaries, BR Financial Holdings, LLC, and BR Advisory & Investments, LLC had entered into a credit agreement dated June 23, 2021 (as amended, the “Prior Credit Agreement”) with Nomura Corporate Funding Americas, LLC, as administrative agent, and Wells Fargo Bank, N.A., as collateral agent, for a four -year $ 300,000 secured term loan credit facility (the “Prior Term Loan Facility”) and a four -year $ 80,000 secured revolving loan credit facility (the “Prior Revolving Credit Facility”) with a maturity date of June 23, 2025. On August 21, 2023, the Company and its wholly owned subsidiary, BR Financial Holdings, LLC (the “Borrower”), and certain direct and indirect subsidiaries of the Borrower (the “Guarantors”), entered into a credit agreement (the “Credit Agreement”) with Nomura Corporate Funding Americas, LLC, as administrative agent, and Computershare Trust Company, N.A., as collateral agent, for a four -year $ 500,000 secured term loan credit facility (the “New Term Loan Facility”) and a four -year $ 100,000 secured revolving loan credit facility (the “New Revolving Credit Facility” and together, the “New Credit Facilities”). The purpose of the Credit Agreement was to (i) fund the Freedom VCM equity investment, (ii) prepay in full the Prior Term Loan Facility and Prior Revolving Credit Facility with an aggregate outstanding balance of $ 347,877 , which included $ 342,000 in principal and $ 5,877 in interest and fees, (iii) fund a dividend reserve in an amount not less than $ 65,000 , (iv) pay related fees and expenses, and (v) for general corporate purposes. The 138 Table of Contents Company recorded a loss on extinguishment of debt related to the Prior Credit Agreement of $ 5,408 , which was included in selling, general and administrative expenses on the consolidated statements of operations. SOFR rate loans under the New Credit Facilities accrue interest at the adjusted term SOFR rate plus an applicable margin of 6.00 %. In addition to paying interest on outstanding borrowings under the New Revolving Credit Facility, the Company is required to pay a quarterly commitment fee based on the unused portion, which is determined by the average utilization of the facility for the immediately preceding fiscal quarter. The Credit Agreement is secured on a first priority basis by a security interest in the equity interests of the Borrower and each of the Borrower’s subsidiaries (subject to certain exclusions) and a security interest in substantially all of the assets of the Borrower and the Guarantors. The borrowing base as defined in the Credit Agreement consists of a collateral pool that includes certain of the Company's loans receivables in the amount of $ 375,814 and investments in the amount of $ 786,714 as of December 31, 2023. The Credit Agreement contains certain affirmative and negative covenants customary for financings of this type that, among other things, limit the Company’s and its 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. The Credit Agreement contains 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 Credit Agreement as of December 31, 2023. On March 26, 2024, the Company received an extension under its existing credit agreement with Nomura Corporate Funding Americas, LLC of the time required to deliver its 2023 audited financial statements, which was extended to April 29, 2024. Commencing on September 30, 2023, the New Term Loan Facility began to amortize in equal quarterly installments of 0.625 % of the principal amount of the term loan as of the closing date with the remaining balance due at final maturity on August 21, 2027. Quarterly installments from March 31, 2024 to June 30, 2027 are in the amount of $ 3,125 per quarter. As of December 31, 2023 and 2022, the outstanding balance on the term loan was $ 475,056 (net of unamortized debt issuance costs of $ 18,694 ) and $ 286,962 (net of unamortized debt issuance costs of $ 5,538 ), respectively. Interest on the term loan during the years ended December 31, 2023, 2022, and 2021 was $ 41,662 (including amortization of deferred debt issuance costs of $ 2,916 ), $ 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, 2023 and 2022 was 11.37 % and 9.23 %, respectively. The Company had an outstanding balance of zero and $ 74,700 under the revolving facility as of December 31, 2023 and 2022, respectively. Interest on the revolving facility during the years ended December 31, 2023, 2022, and 2021 was $ 5,908 (including unused commitment fees of $ 334 and amortization of deferred financing costs of $ 754 ), $ 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, 2023 and 2022 was 11.37 % and 9.23 %, respectively. 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 % of the equity interests of the Credit Parties, (b) 65 % of the equity interests in United Online Software Development (India) Private Limited, a private 139 Table of Contents limited company organized under the laws of India; and (c) 65 % of the equity interests in magicJack VoIP Services, LLC, a Delaware corporation. 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, 2023. On March 15, 2024, the Company received an extension under its credit agreement with Banc of California, N.A. of the time required to deliver its 2023 audited financial statements, which was extended to April 9, 2024, and on April 9, 2024, the Company received further extension of the time required to deliver its 2023 audited financial statements to April 29, 2024. 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, 2023 and 2022, the interest rate on the BRPAC Credit Agreement was 8.46 % and 7.65 %, respectively. Principal outstanding under the amended BRPAC Credit Agreement is due in quarterly installments. Quarterly installments from March 31, 2024 to December 31, 2026 are in the amount of $ 3,485 per quarter, on March 31, 2027 is in the amount of $ 2,614 , and the remaining principal balance is due at final maturity on June 30, 2027. As of December 31, 2023, and 2022, the outstanding balance on the term loan was $ 46,621 (net of unamortized debt issuance costs of $ 429 ) and $ 68,674 (net of unamortized debt issuance costs of $ 701 ), respectively. Interest expense on the term loan during the years ended December 31, 2023, 2022, and 2021, was $ 5,201 (including amortization of deferred debt issuance costs of $ 272 ), $ 3,478 (including amortization of deferred debt issuance costs of $ 331 ), and $ 2,468 (including amortization of deferred debt issuance costs of $ 300 ), respectively. See Note 13 for the aggregate maturities of borrowings as of December 31, 2023 for notes payable, term loans, credit facilities, and senior notes for the next five years. 140 Table of Contents NOTE 13 — SENIOR NOTES PAYABLE Senior notes payable, net, is comprised of the following as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 6.750 % Senior notes due May 31, 2024 $ 140,492 $ 199,232 6.375 % Senior notes due February 28, 2025 146,432 146,432 5.500 % Senior notes due March 31, 2026 217,440 217,440 6.500 % Senior notes due September 30, 2026 180,532 180,532 5.000 % Senior notes due December 31, 2026 324,714 324,714 6.000 % Senior notes due January 31, 2028 266,058 266,058 5.250 % Senior notes due August 31, 2028 405,483 405,483 1,681,151 1,739,891 Less: Unamortized debt issuance costs ( 13,130 ) ( 18,140 ) $ 1,668,021 $ 1,721,751 During the years ended December 31, 2023 and 2022, the Company issued $ 185 and $ 111,841 , respectively, of senior notes with maturity dates ranging from May 2024 to August 2028 pursuant to At the Market Issuance Sales Agreements with BRS 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. In June 2023, the Company entered into note purchase agreements in connection with the 6.75 % Senior Notes due 2024 (“ 6.75 % 2024 Notes”) that were issued for the Targus acquisition. The note purchase agreements had a repurchase date of June 30, 2023 on which date the Company repurchased 2,356,978 shares of its 6.75 % 2024 Notes with an aggregate principal amount of $ 58,924 . The repurchase price was equal to the aggregate principal amount, plus accrued and unpaid interest up to, but excluding, the repurchase date. The total repurchase payment included approximately $ 663 in accrued interest. On February 29, 2024, the Company partially redeemed $ 115,492 aggregate principal amount of its 6.75 % Senior Notes due 2024 (the “ 6.75 % 2024 Notes”) pursuant to the seventh supplemental indenture dated December 3, 2021. The redemption price was equal to 100 % of the aggregate principal amount, plus accrued and unpaid interest, up to, but excluding, the redemption date. The total redemption payment included approximately $ 628 in accrued interest. As of December 31, 2023 and 2022, the total senior notes outstanding was $ 1,668,021 (net of unamortized debt issue costs of $ 13,130 ) and $ 1,721,751 (net of unamortized debt issue costs of $ 18,140 ) with a weighted average interest rate of 5.71 % and 5.75 %, respectively. Interest on the senior notes is payable on a quarterly basis. Interest expense on the senior notes totaled $ 103,192 , $ 99,854 , and $ 81,475 during the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, the aggregate maturities of borrowings from notes payable, term loans, credit facilities, and senior notes for the next five years are as follows: Amount 2024 $ 190,324 2025 194,723 2026 802,726 2027 530,486 2028 671,642 NOTE 14 — REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue from contracts with customers from the Company's six reportable operating segments and the All Other category during the years ended December 31, 2023, 2022, and 2021 is reported below. 141 Table of Contents Capital Markets Wealth Management Auction and Liquidation Financial Consulting Communications Consumer Products All Other Total Revenues for the year ended December 31, 2023: Corporate finance, consulting and investment banking fees $ 190,480 $ — $ — $ 83,045 $ — $ — $ — $ 273,525 Wealth and asset management fees 4,060 177,283 — — — — — 181,343 Commissions, fees and reimbursed expenses 32,436 9,993 29,062 50,660 — — — 122,151 Subscription services — — — — 324,758 — — 324,758 Sale of goods — — 74,203 — 6,737 233,202 364 314,506 Advertising, licensing and other — — — — 6,194 — 66,128 72,322 Total revenues from contracts with customers 226,976 187,276 103,265 133,705 337,689 233,202 66,492 1,288,605 Interest income - Loans and securities lending 284,896 — — — — — — 284,896 Trading gains on investments 16,845 4,758 — — — — — 21,603 Fair value adjustment on loans 20,225 — — — — — — 20,225 Other 22,060 6,211 — — — — — 28,271 Total revenues $ 571,002 $ 198,245 $ 103,265 $ 133,705 $ 337,689 $ 233,202 $ 66,492 $ 1,643,600 142 Table of Contents Capital Markets Wealth Management Auction and Liquidation Financial Consulting Communications Consumer Products 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 — 32,737 41,487 Total revenues from contracts with customers 223,818 224,104 69,509 98,508 235,655 77,821 32,737 962,152 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 $ 77,821 $ 32,737 $ 1,080,670 143 Table of Contents Capital Markets Wealth Management Auction and Liquidation Financial Consulting Communications All Other Total 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 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 144 Table of Contents performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a 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 23 – 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 145 Table of Contents 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. 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 Products 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. 146 Table of Contents Other income primarily consists of services revenues from the operations of a regional environmental services business, bebe, 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 goods and revenues are recognized at a point in time as processing fees when the performance obligation is satisfied. bebe's revenues are primarily from rental fees of merchandise, and revenue is recognized over the rental term. 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, 2023. 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, 2023. 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 $ 115,496 , $ 149,110 , and $ 49,673 as of December 31, 2023, 2022, and 2021, respectively. The Company had no significant impairments related to these receivables during the years ended December 31, 2023, 2022, and 2021. The Company also has $ 13,402 , $ 14,144 , and $ 12,315 of unbilled receivables included in prepaid expenses and other assets as of December 31, 2023, 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, 2023, 2022, and 2021 was $ 71,504 , $ 85,441 , and $ 69,507 , respectively. The Company expects to recognize the deferred revenue of $ 71,504 as of December 31, 2023 as service and fee revenues when the performance obligation is met during the years December 31, 2024, 2025, 2026, 2027 and 2028 in the amount of $ 47,627 , $ 11,206 , $ 5,776 , $ 2,578 , and $ 1,479 , respectively. The Company expects to recognize the deferred revenue of $ 2,838 after December 31, 2028. During the years ended December 31, 2023, 2022, and 2021, the Company recognized revenue of $ 51,107 , $ 37,254 , and $ 39,906 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 $ 8,131 , $ 5,990 , and $ 1,605 as of December 31, 2023, 2022, and 2021, respectively, and are recorded in prepaid expenses and other assets in the consolidated balance sheets. During the years ended December 31, 2023, 2022, and 2021, the Company recognized expenses of $ 4,677 , $ 3,117 , and $ 580 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, 2023, 2022, and 2021. 147 Table of Contents NOTE 15 — INCOME TAXES During the years ended December 31, 2023, 2022, and 2021, the Company's loss before income taxes of $ 142,324 , loss before income taxes of $ 220,450 , and income before income taxes $ 614,762 includes a United States component of loss before income taxes of $ 157,529 , loss before income taxes of $ 229,174 , and income before income taxes of $ 598,882 and a foreign component comprised of income before income taxes of $ 15,205 , $ 8,724 , and $ 15,880 , respectively. The Company’s provision for income taxes consists of the following during the years ended December 31, 2023, 2022, and 2021: Year Ended December 31, 2023 2022 2021 Current: Federal $ 2,411 $ 15,793 $ 67,322 State 1,871 ( 1,053 ) 30,036 Foreign ( 16 ) 1,638 4,796 Total current provision 4,266 16,378 102,154 Deferred: Federal ( 30,049 ) ( 60,736 ) 42,734 State ( 10,294 ) ( 19,544 ) 17,824 Foreign ( 616 ) 46 1,248 Total deferred ( 40,959 ) ( 80,234 ) 61,806 Total (benefit from) provision for income taxes $ ( 36,693 ) $ ( 63,856 ) $ 163,960 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, 2023, 2022, and 2021: Year Ended December 31, 2023 2022 2021 Provision for income taxes at federal statutory rate ( 21.0 %) ( 21.0 %) 21.0 % State income taxes, net of federal benefit ( 6.5 %) ( 7.2 %) 6.5 % Noncontrolling interest tax differential 1.4 % ( 0.6 %) 0.1 % Employee stock based compensation 1.8 % ( 1.7 %) ( 1.1 %) Bargain purchase ( 2.9 %) — % — % Foreign tax ( 3.4 %) ( 0.2 %) 0.1 % Goodwill impairment 9.2 % — % — % Provision true-up ( 3.4 %) ( 0.8 %) ( 0.7 %) NOL true-up ( 1.4 %) ( 1.2 %) 0.1 % Other 0.4 % 3.7 % 0.7 % Effective income tax rate ( 25.8 %) ( 29.0 %) 26.7 % 148 Table of Contents Deferred income tax assets (liabilities) consisted of the following as of December 31, 2023 and 2022: December 31, 2023 2022 Deferred tax assets: Accrued liabilities and other $ 14,006 $ 19,942 Mandatorily redeemable noncontrolling interests 1,190 1,190 Deferred revenue 3,696 — Other 558 42 Share based payments 13,953 14,346 Capital loss carryforward 43,488 66,308 Net operating loss carryforward 103,313 39,801 Total deferred tax assets 180,204 141,629 Deferred tax liabilities: Deductible goodwill and other intangibles ( 33,265 ) ( 44,155 ) State taxes ( 5,051 ) ( 3,839 ) Depreciation ( 2,983 ) ( 4,087 ) Deferred revenue — ( 15,967 ) Other ( 993 ) ( 15,574 ) Total deferred tax liabilities ( 42,292 ) ( 83,622 ) Net deferred tax assets 137,912 58,007 Valuation allowance ( 104,317 ) ( 83,577 ) Net deferred tax liabilities $ 33,595 $ ( 25,570 ) Deferred tax assets, net $ 33,595 $ 3,978 Deferred tax liabilities, net — ( 29,548 ) Net deferred tax liabilities $ 33,595 $ ( 25,570 ) As of December 31, 2023, the Company had federal net operating loss carryforwards of $ 46,384 and state net operating loss carryforwards of $ 64,247 . In addition, one of the Company's majority-owned subsidiaries that does not file a tax return as part of the Company's consolidated group had federal net operating loss carryforwards of $ 298,416 and state net operating loss carryforwards of $ 222,585 available to utilize against future taxable income of the majority-owner subsidiary. During the years ended December 31, 2023, 2022, and 2021, the Company recorded a benefit in the provision for income taxes related to federal and state net operating loss carryforwards in the amount of $ 1,983 , $ 1,820 , and $ 1,527 , 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, 2023, 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 an additional valuation allowance. The valuation allowance increased by $ 20,740 during the year ended December 31, 2023. This was primarily due to the inclusion of bebe in the Company's consolidated results offset by the expiration of capital loss carryover that had previously been valued. The 149 Table of Contents Company does not believe that it is more likely than not that it will be able to utilize the benefits related to Israel capital loss carryforwards and has provided a full valuation allowance in the amount of $ 41,751 against these deferred tax assets. As of December 31, 2023, the Company had gross unrecognized tax benefits totaling $ 14,819 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, 2023 Beginning balance $ 16,146 Reductions for prior year tax positions ( 969 ) Reductions due to lapse in statutes of limitations ( 358 ) Ending balance $ 14,819 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, 2020 to 2023. As of December 31, 2023, the Company believes it is reasonably possible that its gross liabilities for unrecognized tax benefits may decrease by approximately $ 2,395 within the next 12 months due to expiration of statute of limitations. During the year ended December 31, 2023, the Company had accrued interest and penalties relating to uncertain tax positions of $ 28 , $ 483 , and $ 4,068 for UOL, magicJack, and Targus respectively, all of which was included in income taxes payable. During the year ended December 31, 2023, the Company recorded a net benefit of $ 45 and $ 142 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. Pillar Two The Pillar Two directive, which was established by the Organization for Economic Co-operation and Development, and which generally provides for a 15% minimum effective tax rate for multinational enterprises, in every jurisdiction in which they operate. While the Company does not anticipate that this will have a material impact on its tax provision or effective tax rate, it will continue to monitor evolving tax legislation in the jurisdictions in which it operates. NOTE 16 — 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 150 Table of Contents 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 2(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. 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 2,341,329 , 1,651,011 , and 1,639,310 during the years ended December 31, 2023, 2022, and 2021, respectively, because to do so would have been anti-dilutive. Basic and diluted earnings per share were calculated as follows: Year Ended December 31, 2023 2022 2021 Net (loss) income attributable to B. Riley Financial, Inc. $ ( 99,910 ) $ ( 159,829 ) $ 445,054 Preferred stock dividends ( 8,057 ) ( 8,008 ) ( 7,457 ) Net (loss) income applicable to common shareholders $ ( 107,967 ) $ ( 167,837 ) $ 437,597 Weighted average common shares outstanding: Basic 29,265,099 28,188,530 27,366,292 Effect of dilutive potential common shares: Restricted stock units and warrants — — 1,514,728 Contingently issuable shares — — 124,582 Diluted 29,265,099 28,188,530 29,005,602 Basic (loss) income per common share $ ( 3.69 ) $ ( 5.95 ) $ 15.99 Diluted (loss) income per common share $ ( 3.69 ) $ ( 5.95 ) $ 15.09 NOTE 17 — ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consist of the following: December 31, 2023 December 31, 2022 Accrued payroll and related expenses $ 77,394 $ 86,798 Dividends payable 18,929 33,923 Income taxes payable 819 14,760 Other tax liabilities 13,941 23,426 Contingent consideration 27,986 31,046 Accrued expenses 63,026 68,180 Other liabilities 71,098 64,841 Accrued expenses and other liabilities $ 273,193 $ 322,974 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, accrued legal fees and finance lease liabilities. 151 Table of Contents NOTE 18 — 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 other relief. In addition to such legal and other claims, reviews, investigations, and proceedings, the Company and its subsidiaries are subject to the risk of unasserted claims, including, among others, as it relates to matters related to Mr. Kahn and our investment in Freedom VCM. For example, in light of Mr. Kahn’s alleged involvement with the alleged misconduct concerning Prophecy Asset Management LP, the Company can provide no assurances that it will not be subject to claims asserting an interest in the Freedom VCM equity interests owned by Mr. Kahn, including those that collateralize the Amended and Restated Note. If a claim were successful, it would diminish the value of the collateral which could impact the carrying value of the loan. If such claims are made, however, the Company believes it has valid defenses from any such claim and any such claim would be without merit. Notwithstanding the uncertainties described in this paragraph, the Company does not believe that the results of these asserted or unasserted claims are likely to have a material effect on its financial statements. On January 24, 2024, a putative securities class action complaint was filed by Mike Coan in U.S. Federal District Court, Central District of California, against the Company, Bryant Riley, Tom Kelleher and Phillip Ahn (“Defendants”). The purported class includes persons and entities that purchased shares of the Company’s common stock between May 10, 2023 and November 9, 2023. The complaint alleges that (a) the Company failed to disclose to investors that (i) Brian Kahn, had been implicated in a conspiracy to defraud third party investors, and (ii) the Company financed Brian Kahn and others in connection with a going private transaction involving FRG, and (b) as a result of the foregoing, the Company engaged in securities fraud in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. A second putative class action lawsuit was filed on March 15, 2024 by the KL Kamholz Joint Revocable Trust (“Kamholz”). This complaint asserts similar allegations as the Coan complaint and covers an alleged class period between February 28, 2022 and November 9, 2023. The Kamholz complaint further alleges that Defendants knew or should have known that Brian Kahn was engaged in illegal activities, including a conspiracy to commit fraud, and nonetheless proceeded with the FRG going-private transaction. The Company cannot estimate the amount of potential liability, if any, that could arise from these matters and believes these claims are meritless and intends to defend these actions. On September 21, 2023, the Company received a demand alleging that certain payments in the aggregate amount of approximately $ 32,166 made by Sorrento Therapeutics, Inc. (“Sorrento”), a chapter 11 debtor in U.S. Bankruptcy Court, Southern District of Texas, to B. Riley Commercial Capital, LLC (“BRCC”), pursuant to that certain Bridge Loan Agreement dated September 30, 2022 between Sorrento and BRCC, are avoidable as preferential transfers. The Company believes the Sorrento Unsecured Creditors Committee’s preference claims lack merit, and the Company intends to assert its statutory defenses to defeat the claim. (b) Babcock & Wilcox Commitments and Guarantee On January 18, 2024, the Company, entered into a guaranty (the “Axos Guaranty”) in favor of (i) Axos Bank, in its capacity as administrative agent (the “Administrative Agent”) for the secured parties under that certain credit agreement, dated as of January 18, 2024, among Babcock & Wilcox Enterprises, Inc. (“B&W”), the guarantors party thereto, the lenders party thereto and the Administrative Agent (the “B&W Axos Credit Agreement”), and (ii) the secured parties. Subject to the terms and conditions of the Axos Guaranty, the Company has guaranteed certain obligations of B&W (subject to certain limitations) under the B&W Axos Credit Agreement, including the obligation to repay outstanding loans and letters of credit and to pay earned interest, fees costs and expenses of enforcing the Axos Guaranty, provided however, that the Company’s obligations with respect to the principal amount of credit extensions and unreimbursed letter of credit obligations under the B&W Axos Credit Agreement shall not at any time exceed $ 150,000 in the aggregate, which is the maximum potential amount of future payments under the guaranty. In consideration for the agreements and commitments under the Axos Guaranty and pursuant to a separate fee and reimbursement agreement, B&W has agreed to pay the Company a fee equal to 2.00 % of the aggregate revolving commitments (as defined in the B&W Axos Credit Agreement) 152 Table of Contents under the B&W Axos Credit Agreement, payable quarterly and, at B&W’s election, in cash in full or 50 % in cash and 50 % in the form of penny warrants. On June 30, 2021, the Company agreed to guaranty (the “Cash Collateral Provider Guaranty”) up to $ 110,000 of obligations that B&W may owe to providers of cash collateral pledged in connection with a debt financing for B&W. The Cash Collateral Provider 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 Cash Collateral Provider Guaranty. B&W has agreed to reimburse the Company to the extent the Cash Collateral Provider Guaranty is called upon. As of December 31, 2022, the Cash Collateral Provider 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. As of December 31, 2023, the Cash Collateral Provider Guaranty was in respect of up to $ 90,000 of B&W obligations after B&W made paydowns of $ 10,000 during the year ended December 31, 2023. 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. 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. During the year ended December 31, 2023, the indemnity rider was reduced to $ 5,994 . (c) FRG Commitments On May 10, 2023, the Company entered into certain agreements pursuant to which the Company had, among other things, agreed to provide certain equity funding and other support in connection with the acquisition (the “Acquisition”) by Freedom VCM, Inc., a Delaware corporation (the “Parent”), of FRG. The Company entered into an Equity Commitment Letter with Freedom VCM (“TopCo”), the parent company of the Parent, and the Parent, pursuant to which the Company agreed to provide to TopCo, at or prior to the closing of the Acquisition, an amount equal to up to $ 560,000 in equity financing. The Company and FRG also entered into a Limited Guarantee in favor of FRG, pursuant to which the Company agreed to guarantee to FRG the due and punctual payment, performance and discharge when required by Parent or its subsidiary to FRG of certain liabilities and obligations of the Parent or such subsidiary. On August 21, 2023, in connection with the completion of the Acquisition and the Company's portion of the equity financing, the Company's obligations pursuant to the Equity Commitment Letter and Limited Guarantee were satisfied and the Company was paid the $ 16,500 fee pursuant to the Equity Commitment Letter and Limited Guarantee. (d) Other Commitments 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 may 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. With respect to one of the Company’s investments, a wholly owned subsidiary of the Company entered into an agreement whereby the subsidiary may be required, commencing in August 2027 and expiring in August 2028, to purchase additional equity capital at fair value which was originally valued at $ 15,000 . 153 Table of Contents NOTE 19 — 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 $ 43,653 , $ 60,520 , and $ 35,253 during the years ended December 31, 2023, 2022, and 2021, respectively. During the year ended December 31, 2023, in connection with employee stock incentive plans the Company granted 537,168 restricted stock units with a total grant date fair value of $ 20,496 . 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 . 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, 2023, the expected remaining unrecognized share-based compensation expense of $ 36,497 was to be expensed over a weighted average period of 1.3 years. 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. A summary of equity incentive award activity during the years ended December 31, 2023 and 2022 was as follows: Shares Weighted Average Fair Value 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 Granted 537,168 38.16 Vested ( 1,615,025 ) 62.63 Forfeited ( 156,441 ) 45.13 Nonvested at December 31, 2023 2,141,329 $ 54.18 During the years ended December 31, 2023, 2022, and 2021, the per-share weighted average grant-date fair value of restricted stock units granted was $ 38.16 , $ 53.49 , and $ 68.29 , respectively. During the years ended December 31, 2023, 2022, and 2021, the per-share weighted average grant-date fair value of performance stock units granted was zero , $ 38.95 , and $ 34.51 , respectively. During the years ended December 31, 2023, 2022, and 2021, the total fair value of shares vested was $ 23,432 , $ 21,132 , and $ 11,251 , respectively. As discussed in Note 3, 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 were no stock options outstanding as of December 31, 2023 and 2022. 154 Table of Contents NOTE 20 — 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 $ 2,657 , $ 2,550 and $ 2,125 were made during the years ended December 31, 2023, 2022, and 2021, respectively. (b) Employee Stock Purchase Plan In connection with the Company’s Employee Stock Purchase Plan, share based compensation was $ 625 , $ 369 and $ 758 during the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023 and 2022, there were 236,949 and 362,986 shares, respectively, reserved for issuance under the Purchase Plan. (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, 2023, the Company repurchased 2,174,608 shares of its common stock for $ 69,490 , which represents an average price of $ 31.95 per common share. The shares repurchased under the program were retired. In November 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 2024. Amounts purchased prior to November 2023 relate to the previously authorized share repurchase program. As of December 31, 2023, $ 34,206 remains available for common share repurchases under the share repurchase program. On July 28, 2023, the Company issued 2,090,909 shares of common stock through a public offering at a price of $ 55.00 per share for net proceeds of $ 114,507 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. During the years ended December 31, 2023 and 2022, the Company issued depositary shares equivalent to zero and 20 shares, respectively, of the Series A Preferred Stock through ATM sales. There were 2,834 shares issued and outstanding as of December 31, 2023 and 2022. Total liquidation preference for the Series A Preferred Stock as of December 31, 2023 and 2022 was $ 70,854 . Dividends on the Series A preferred paid during the years ended December 31, 2023 and 2022 were $ 0.4296875 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 . During the years ended December 31, 2023 and 2022, the Company issued depositary shares equivalent to 18 and 13 shares, respectively, of the Series B Preferred Stock through ATM sales. There were 1,729 shares and 1,710 shares issued and outstanding as of December 31, 2023, and 2022, respectively. Total liquidation preference for the Series B Preferred Stock as of December 31, 2023 and 2022 was $ 43,228 and $ 42,761 , respectively. Dividends on the Series B preferred paid during the years ended December 31, 2023 and 2022 were $ 0.4609375 per depositary share. 155 Table of Contents 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 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, 2023, 2022, and 2021, the Company paid cash dividends on its common stock of $ 141,100 , $ 119,454 , and $ 347,135 , respectively. On February 29, 2024, the Company declared a regular quarterly dividend of $ 0.50 per share, which will be paid on or about March 23, 2024 to stockholders of record as of March 11, 2024. 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, 2023, 2022, and 2021 was as follows: Date Declared Date Paid Stockholder Record Date Regular Dividend Amount Special Dividend Amount Total Dividend Amount November 8, 2023 November 30, 2023 November 20, 2023 $ 1.000 $ — $ 1.000 July 25, 2023 August 21, 2023 August 11, 2023 1.000 — 1.000 May 4, 2023 May 23, 2023 May 16, 2023 1.000 — 1.000 February 22, 2023 March 23, 2023 March 10, 2023 1.000 — 1.000 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 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, 2023 and 2022, dividends in arrears in respect of the Depositary Shares were $ 812 . On January 9, 2024, the Company declared a cash dividend of $ 0.4296875 per Depositary Share, which was paid on January 31, 2024 to holders of record as of the close of business on January 22, 2024. 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 156 Table of Contents 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, 2023 and 2022, dividends in arrears in respect of the Depositary Shares were $ 531 and $ 526 , respectively. On January 9, 2024, the Company declared a cash dividend of $ 0.4609375 per Depositary Share, which was paid on January 31, 2024 to holders of record as of the close of business on January 22, 2024. A summary of our preferred stock dividend activity during the years ended December 31, 2023, 2022, and 2021 was as follows: Preferred Dividend per Depositary Share Date Declared Date Paid Stockholder Record Date Series A Series B October 10, 2023 October 31, 2023 October 23, 2023 $ 0.4296875 $ 0.4609375 July 11, 2023 July 31, 2023 July 21, 2023 0.4296875 0.4609375 April 10, 2023 May 1, 2023 April 21, 2023 0.4296875 0.4609375 January 9, 2023 January 31, 2023 January 20, 2023 0.4296875 0.4609375 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 NOTE 21 — NET CAPITAL REQUIREMENTS 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, 2023, BRS had net capital of $ 134,561 , which was $ 130,163 in excess of its required minimum net capital of $ 4,398 and BRWM had net capital of $ 12,328 , which was $ 10,431 in excess of its required minimum net capital of $ 1,897 . 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 . NOTE 22 — 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. Management fees from the Funds during the years ended December 31, 2023, 2022, and 2021 totaled $ 1,725 , $ 6,937 , and $ 5,094 , respectively. As of December 31, 2023, amounts due from related parties of $ 172 were from the Funds for management fees and other operating expenses. As of December 31, 2022, amounts due from related parties of $ 1,081 were from the Funds for management fees and other operating expenses. As of December 31, 2023, amounts due to related parties were $ 2,731 , of which $ 2,480 related to bebe's rent to own stores which are franchised through Freedom VCM and consist of royalty fees, inventory purchases, marketing, and IT services. 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 157 Table of Contents 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, 2023, 2022, and 2021, management fees paid for investment advisory services by Whitehawk was $ 1,142 , $ 1,173 , and $ 1,729 , respectively. On February 1, 2024, one of the Company's loans receivable with a principal amount of $ 4,521 was sold to a fund managed by Whitehawk for $ 4,584 . 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 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, 2028. 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. During the years ended December 31, 2023, 2022, and 2021, the Company earned zero , $ 154 , and $ 15,766 , respectively, of underwriting and financial advisory and other fees from B&W in connection with B&W’s capital raising activities. 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 18 – Commitments and Contingencies. The Arena Group Holdings, Inc. (fka the Maven, Inc.) The Company had loans receivable due from The Arena Group Holdings, Inc. (fka the Maven, Inc.) (“Arena”) included in loans receivable, at fair value of $ 98,729 as of December 31, 2022. On August 31, 2023, the Arena loan was amended for an additional $ 6,000 loan receivable with interest payable at 10.0 % per annum and a maturity date of December 31, 2026. Two of the Company's members of senior management were members of the board of directors of Arena. On December 1, 2023, the Company sold its equity interest in Arena for $ 16,576 at a gain of $ 3,315 and its outstanding loans receivable for $ 78,796 at a loss of $ 28,919 . Following the completion of the sale, two of the Company's members of senior management resigned from the board of directors of Arena and Arena is no longer a related party. Interest income on the loan receivable was $ 10,882 , $ 7,540 , and $ 7,188 during the years ended December 31, 2023, 2022, and 2021, respectively. During the year ended December 31, 2022, the Company earned $ 2,023 in underwriting and financial advisory and other fees from Arena. There were no fees earned from Arena by the Company during the year ended December 31, 2023. Applied Digital On May 20, 2023, the Company entered into a loan agreement with Applied Digital (“APLD”). The chief executive officer of APLD was also a member of senior management of the Company. As of December 31, 2023, APLD had paid off its outstanding loan receivable balance with the Company, and the Company had an unfunded loan commitment with APLD of $ 5,500 . Interest income on the loan receivable was $ 3,150 during the year ended December 31, 2023. On February 5, 2024, the loan was terminated and no commitments remain. During the years ended December 31, 2022 and 2021, the Company earned $ 2,321 and $ 3,513 , respectively, in underwriting and financial advisory fees from APLD. There were no underwriting and financial advisory fees earned from APLD by the Company during the year ended December 31, 2023. 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”). CalNRG is a related party as a result of the Company's approximately 25.0 % equity ownership. On January 3, 2022, CalNRG repaid the promissory note using proceeds from a 158 Table of Contents new credit facility with a third party bank (the “CalNRG Credit Facility”). Interest income on the loan receivable was $ 19 and $ 416 during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2023, the Company has guaranteed CalNRG’s obligations, up to $ 7,375 , under the CalNRG Credit Facility. Charah Solutions, Inc. On August 25, 2021, the Company extended a $ 17,852 promissory note to Charah Solutions, Inc., in which one of the Company’s senior executives served on the board of directors. The promissory note bore interest at 8.0 % per annum and had a maturity date of September 25, 2022 and a 2.5 % commitment fee payable at maturity. Interest income recorded on the promissory note was $ 1,122 during the year ended December 31, 2021. The promissory note was paid in full on December 30, 2021. 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. Interest income was $ 420 during the period the loans were outstanding in 2022. 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. One of the Company's members of senior management was appointed to the board of directors of Faze. 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. In September 2023, one of the Company's members of senior management resigned from the board of directors of Faze and Faze is no longer a related party. 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 %. Interest income was $ 1,478 and $ 2,878 during the years ended December 31, 2022 and 2021, respectively. Lingo was a related party due to our 40 % equity ownership prior to the Company obtaining a controlling ownership of 80 % on May 31, 2022, which resulted in Lingo becoming a majority-owned subsidiary of the Company. On February 24, 2023, the Company acquired the remaining 20 % ownership in Lingo, increasing the Company's ownership interest to 100 %. 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 3. 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. Freedom VCM Holdings, LLC On May 10, 2023, the Company entered into certain agreements pursuant to which the Company had, among other things, agreed to provide certain equity funding and other support as part of the FRG take-private transaction as previously discussed in Note 2(s). The Company entered into an Equity Commitment Letter with Freedom VCM, pursuant to which the Company agreed to provide up to $ 560,000 in equity financing at or prior to the closing of the FRG take-private transaction. On August 21, 2023, in connection with the completion of the FRG take-private transaction, the Company's obligations pursuant to the Equity Commitment Letter and Limited Guarantee were satisfied. Upon closing the acquisition on August 21, 2023, the Company was paid an equity commitment fee of $ 16,500 which is included in services and fees revenues. At the time of the Company's equity investment on August 21, 2023, the Company's chief executive officer became a member of the board of directors of Freedom VCM. On August 21, 2023, the Company purchased an equity interest in Freedom VCM for $ 216,500 , which resulted in a total equity interest of $ 281,144 and a 31 % voting interest and representation on the board of directors of Freedom VCM as part of the FRG take-private transaction as previously discussed in Note 2(s). As part of the FRG take-private transaction, certain members of management of Freedom VCM, which are related parties to Freedom VCM, exchanged their equity interest in FRG for a combined 35 % voting interest in Freedom VCM, of which Mr. Kahn and his wife and one of Mr. Kahn’s affiliates comprised 32 %. The Company has a first priority security interest in a 25 % equity interest of Mr. Kahn 159 Table of Contents (who was also CEO and a board member of Freedom VCM) in Freedom VCM to secure the loan to an affiliate of Mr. Kahn as more fully described in Note 2(r). In connection with the FRG take-private transaction, all of the equity interests of BRRII, a majority-owned subsidiary of the Company, were sold to Freedom VCM Receivables (a subsidiary of Freedom VCM), for a purchase price of $ 58,872 which resulted in a loss of $ 78 on August 21, 2023. In connection with the sale, Freedom VCM Receivables assumed the obligations with respect to the Pathlight Credit Agreement as more fully discussed in Note 12 and as consideration for the purchase price, the Company entered into a non-recourse promissory note with another Freedom VCM affiliate in the amount of $ 58,872 , with a stated interest rate of 19.74 % and a maturity date of August 21, 2033. Payments of principal and interest on the note are limited solely to the performance of certain receivables held by BRRII. Principal and interest is payable based on the collateral without recourse to Freedom VCM Receivables, which includes the performance of certain consumer credit receivables. This loan receivable was measured at fair value in the amount of $ 42,183 as of December 31, 2023. Interest income on this loan receivable was $ 3,427 during the year ended December 31, 2023. As more fully described in Note 2(r), the Company also has a related party loan receivable with a fair value of approximately $ 20,624 at December 31, 2023 from home-furnishing retailer W.S. Badcock Corporation (“Badcock”) that is collateralized by consumer finance receivables of Badcock. These consumer finance receivables were acquired from Badcock in multiple purchases beginning in December 2021. On December 18, 2023, Badcock was sold by Freedom VCM to Conn’s and now operates as a wholly owned subsidiary of Conn’s. This loan receivable is reported as a related party loan receivable due to the Company’s related party relationship with Freedom VCM and Freedom VCM’s ability to exercise influence over Conn’s as a result of the equity consideration Freedom VCM received from the sale of Badcock to Conn’s on December 18, 2023. The Company also provided advisory services to Freedom VCM in the amount of $ 222 during the period from August 21, 2023 through December 31, 2023. Vintage Capital Management - Brian Kahn Simultaneously with the completion of the FRG take-private transaction, one of our subsidiaries and VCM, an affiliate of Brian Kahn, amended and restated a promissory note (the “Amended and Restated Note”), pursuant to which VCM owes our subsidiary the aggregate principal amount of $ 200,506 and bears interest at the rate of 12 % per annum payable-in-kind with a maturity date of December 31, 2027. The Amended and Restated Note requires repayments prior to the maturity date from certain proceeds received by VCM, Mr. Kahn, or his affiliates from, among other proceeds, distributions or dividends paid by Freedom VCM in amount equal to the greater of (i) 80 % of the net after-tax proceeds, and (ii) 50 % of gross proceeds. The obligations under the Amended and Restated Note are primarily secured by a first priority perfected security interest in Freedom VCM equity interests owned by Mr. Kahn and his spouse with a value (based on the transaction price in the FRG take-private transaction) of $ 227,296 as of August 21, 2023. The fair value of the Freedom VCM equity interest owned by Mr. Kahn and his spouse was $ 232,065 as of December 31, 2023. In light of the Company’s determination that the repayment of the Amended and Restated Note will be paid primarily from the cash distributions from Freedom VCM or foreclosure on the underlying collateral provided by Mr. Kahn and his spouse being in Freedom VCM equity interests, the Company has determined that both VCM and Mr. Kahn are related parties as of December 31, 2023. Torticity, LLC On November 2, 2023, the Company loaned $ 15,369 to Torticity, LLC, of which $ 6,690 was drawn upon with $ 8,679 remaining, with interest payable of 15.0 % per annum and a maturity date of November 2, 2026. Interest income was $ 165 during the year ended December 31, 2023. One of the Company's members of senior management is on the board of directors of Torticity. The loan receivable had a fair value of $ 6,791 as of December 31, 2023 and is included in the Company's loans receivable, at fair value in the consolidated balance sheets. Kanaci Technologies, LLC On November 21, 2023, the Company loaned $ 10,000 to Kanaci Technologies, LLC (“Kanaci”), of which $ 4,000 was drawn upon with $ 6,000 remaining, with interest payable of 15.0 % per annum and a maturity date of June 30, 2026. Interest income was $ 51 during the year ended December 31, 2023. In June 2023, one of the Company's members of senior management was appointed to the board of directors of Kanaci. The loan receivable had a fair value of $ 3,904 as of December 31, 2023 and is included in the Company's loans receivable, at fair value in the consolidated balance sheets. Other 160 Table of Contents On March 10, 2023, the Company sold a loan receivable including accrued interest in the amount of $ 7,600 to two related parties. BRC Partners Opportunity Fund, LP (“BRCPOF”) purchased $ 3,519 of the loan receivable including accrued interest and 272 Capital L.P. (“272LP”) purchased $ 4,081 of the loan receivable including accrued interest; both of the partnerships are private equity funds managed at the time of the transaction by one of the Company’s subsidiaries. Our executive officers and members of our board of directors have 58.2 % financial interest, which includes a financial interest of Bryant Riley, our Co-Chief Executive Officer, of 24.9 % in the BRCPOF as of December 31, 2023. Our executive officers and members of our board of directors have a 15.3 % financial interest in the 272LP as of December 31, 2023. On February 5, 2024, the Company sold its interest in 272LP and 272 Advisors, LLC for a promissory note of $ 2,000 plus additional revenue sharing up to $ 4,100 , which is based on future management fees earned. 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, 2023, 2022, and 2021, the Company earned $ 3,278 , $ 4,968 , and $ 26,236 , respectively, of fees related to these services. NOTE 23 — 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 Products segment. These reportable segments are all distinct businesses, each with a different marketing strategy and management structure, providing products and services primarily to customers that are end users within each segment and geographic region. During the fourth quarter of 2023, management reassessed the Company's previously reported Consumer segment due to organizational changes and financial information provided to the CODM. These changes resulted in Targus’ operations being reported on a stand alone basis in the Consumer Products segment and the operations related to brand licensing that was previously reported in the Consumer segment being reported in the All Other Category that is reported with Corporate and Other. As a result of the changes discussed above in the Consumer segment, the Company has recast the financial data for the Consumer Products segment and reporting of the All Other Category for all periods presented. The following is a summary of certain financial data for each of the Company’s reportable segments: Year Ended December 31, 2023 2022 2021 Capital Markets segment: Revenues - Services and fees $ 249,036 $ 292,933 $ 555,585 Trading income (loss) and fair value adjustments on loans 37,070 ( 206,150 ) 212,922 Interest income - Loans and securities lending 284,896 240,813 122,723 Total revenues 571,002 327,596 891,230 Selling, general and administrative expenses ( 224,993 ) ( 171,006 ) ( 345,455 ) Interest expense - Securities lending and loan participations sold ( 145,435 ) ( 66,495 ) ( 52,631 ) Depreciation and amortization ( 3,998 ) ( 8,493 ) ( 2,136 ) Impairment of tradenames ( 1,733 ) — — Segment income 194,843 81,602 491,008 Wealth Management segment: Revenues - Services and fees 193,487 230,735 374,361 Trading income and fair value adjustments 4,758 3,522 7,623 Total revenues 198,245 234,257 381,984 Selling, general and administrative expenses ( 190,779 ) ( 258,134 ) ( 357,130 ) Restructuring charge ( 61 ) ( 4,955 ) — Depreciation and amortization ( 4,308 ) ( 5,488 ) ( 8,920 ) Segment income (loss) 3,097 ( 34,320 ) 15,934 Auction and Liquidation segment: 161 Table of Contents Year Ended December 31, 2023 2022 2021 Revenues - Services and fees 29,062 12,581 20,169 Revenues - Sale of goods 74,203 56,928 53,348 Interest income - Loan — 4,587 — Total revenues 103,265 74,096 73,517 Direct cost of services ( 24,729 ) ( 23,920 ) ( 30,719 ) Cost of goods sold ( 40,515 ) ( 17,893 ) ( 20,675 ) Selling, general and administrative expenses ( 16,650 ) ( 19,683 ) ( 14,069 ) Segment income 21,371 12,600 8,054 Financial Consulting segment: Revenues - Services and fees 133,705 98,508 94,312 Selling, general and administrative expenses ( 102,930 ) ( 81,891 ) ( 77,062 ) Depreciation and amortization ( 355 ) ( 305 ) ( 356 ) Segment income 30,420 16,312 16,894 Communications segment: Revenues - Services and fees 330,952 228,129 88,490 Revenues - Sale of goods 6,737 7,526 4,857 Total revenues 337,689 235,655 93,347 Direct cost of services ( 183,993 ) ( 108,686 ) ( 23,671 ) Cost of goods sold ( 7,848 ) ( 8,592 ) ( 6,278 ) Selling, general and administrative expenses ( 83,642 ) ( 64,836 ) ( 25,493 ) Depreciation and amortization ( 25,941 ) ( 19,165 ) ( 10,747 ) Restructuring charge ( 1,540 ) ( 4,056 ) — Segment income 34,725 30,320 27,158 Consumer Products segment: Revenues - Sale of goods 233,202 77,821 — Cost of goods sold ( 164,635 ) ( 52,162 ) — Selling, general and administrative expenses ( 67,229 ) ( 15,303 ) — Depreciation and amortization ( 9,918 ) ( 2,168 ) — Impairment of goodwill and tradenames ( 68,600 ) — — Restructuring charge ( 530 ) — — Segment (loss) income ( 77,710 ) 8,188 — Consolidated operating income from reportable segments 206,746 114,702 559,048 All Other: Revenues - Services and fees 66,128 32,737 20,308 Revenues - Sale of goods 364 — — Total revenues 66,492 32,737 20,308 Direct cost of services ( 30,072 ) ( 9,849 ) — Cost of goods sold ( 353 ) — — Corporate and other expenses ( 98,160 ) ( 68,142 ) ( 64,828 ) Interest income 3,875 2,735 229 Dividend income 47,776 35,874 19,732 Realized and unrealized (losses) gains on investments ( 162,589 ) ( 201,079 ) 166,131 Change in fair value of financial instruments and other ( 4,748 ) 10,188 3,796 Gain on bargain purchase 15,903 — — 162 Table of Contents Year Ended December 31, 2023 2022 2021 (Loss) income from equity method investments ( 181 ) 3,570 2,801 Interest expense ( 187,013 ) ( 141,186 ) ( 92,455 ) (Loss) income before income taxes ( 142,324 ) ( 220,450 ) 614,762 Benefit from (provision for) income taxes 36,693 63,856 ( 163,960 ) Net (loss) income ( 105,631 ) ( 156,594 ) 450,802 Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests ( 5,721 ) 3,235 5,748 Net (loss) income attributable to B. Riley Financial, Inc. ( 99,910 ) ( 159,829 ) 445,054 Preferred stock dividends 8,057 8,008 7,457 Net (loss) income available to common shareholders $ ( 107,967 ) $ ( 167,837 ) $ 437,597 The following table presents revenues by geographical area: Year Ended December 31, 2023 2022 2021 Revenues: Revenues - Services and fees: North America $ 1,000,688 $ 888,679 $ 1,148,751 Europe 1,682 6,944 4,474 Total Revenues - Services and fees 1,002,370 895,623 1,153,225 Trading income (loss) and fair value adjustments on loans North America 41,828 ( 202,628 ) 220,545 Revenues - Sale of goods North America 127,033 51,899 12,130 Australia 11,878 4,903 — Europe, Middle East, and Africa 139,063 75,413 46,075 Asia 26,790 7,970 — Latin America 9,742 2,090 — Total Revenues - Sale of Goods 314,506 142,275 58,205 Revenues - Interest income - Loans and securities lending: North America 284,896 240,813 122,723 Europe — 4,587 — 284,896 245,400 122,723 Total Revenues: North America 1,454,445 978,763 1,504,149 Australia 11,878 4,903 — Europe, Middle East, and Africa 140,745 86,944 50,549 Asia 26,790 7,970 — Latin America 9,742 2,090 — Total Revenues $ 1,643,600 $ 1,080,670 $ 1,554,698 The following table presents long-lived assets, which consists of property and equipment, net, by geographical area: 163 Table of Contents December 31, 2023 December 31, 2022 Long-lived Assets - Property and Equipment, net: North America $ 24,594 $ 26,276 Europe 396 577 Asia Pacific 133 162 Australia 83 126 Total $ 25,206 $ 27,141 Segment assets are not reported to, or used by, the Company’s CODM to allocate resources to, or assess performance of, the segments and therefore, total segment assets have not been disclosed. NOTE 24 — CONDENSED FINANCIAL INFORMATION OF REGISTRANT B. Riley Financial, Inc. ( Parent Company Only) Condensed Balance Sheets (Dollars in thousands) December 31, 2023 December 31, 2022 Assets: Assets: Cash and cash equivalents $ 1,147 $ 27,786 Investment in consolidated subsidiaries 2,002,325 2,198,902 Other assets 52,153 32,766 Total assets $ 2,055,625 $ 2,259,454 Liabilities and Stockholders' Equity Liabilities: Accounts payable, accrued expenses and other liabilities $ 77,558 $ 57,266 Dividends payable 18,929 33,923 Senior notes payable, net 1,668,021 1,721,751 Total liabilities 1,764,508 1,812,940 Total stockholders' equity 291,117 446,514 Total liabilities and stockholders' equity $ 2,055,625 $ 2,259,454 See Notes to Condensed Financial Statements 164 Table of Contents B. Riley Financial, Inc. (Parent Company Only) Condensed Statements of Operations (Dollars in thousands, except per share data) Year Ended December 31, 2023 2022 2021 Revenues $ 17,066 $ 805 $ 10,697 Operating expenses: Selling, general and administrative expenses 40,053 39,146 41,369 Interest expense - Securities lending and loan participations sold — — 323 Total operating expenses 40,053 39,146 41,692 Operating (loss) income ( 22,987 ) ( 38,341 ) ( 30,995 ) Other income (expense): Interest and dividend income 201 272 4,591 Realized and unrealized (losses) gains on investments — — 129,351 Change in fair value of financial instruments and other — — ( 6,514 ) Loss from equity investments — — ( 384 ) Interest expense ( 103,212 ) ( 100,087 ) ( 81,479 ) (Loss) income before income taxes ( 125,998 ) ( 138,156 ) 14,570 Benefit from (provision for) income taxes 32,192 34,788 ( 4,237 ) Income (loss) before income in equity investees ( 93,806 ) ( 103,368 ) 10,333 Equity in (loss) income of subsidiaries ( 6,104 ) ( 56,461 ) 434,721 Net (loss) income ( 99,910 ) ( 159,829 ) 445,054 Other comprehensive income (loss) 2,699 ( 4,720 ) ( 257 ) Comprehensive (loss) income $ ( 97,211 ) $ ( 164,549 ) $ 444,797 See Notes to Condensed Financial Statements 165 Table of Contents B. Riley Financial, Inc. (Parent Company Only) Condensed Statements of Cash Flows (Dollars in thousands) Year Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net (loss) income $ ( 99,910 ) $ ( 159,829 ) $ 445,054 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in net loss of subsidiaries 6,104 56,461 ( 434,721 ) Share-based compensation 16,241 21,743 13,419 Non-cash interest and other 5,228 4,631 3,041 Depreciation and amortization 606 646 686 Loss on extinguishment of debt — — 6,514 Change in operating assets and liabilities: Other assets 7,994 32,006 348,837 Accounts payable, accrued expenses and other liabilities 22,562 1,721 11,685 Other liabilities ( 2,268 ) ( 42,411 ) ( 27,561 ) Net cash (used in) provided by operating activities ( 43,443 ) ( 85,032 ) 366,954 Cash flows from investing activities: Contributions to subsidiaries ( 392,984 ) ( 342,031 ) ( 1,349,077 ) Distributions from subsidiaries 580,000 519,213 522,824 Net cash provided by (used in) investing activities 187,016 177,182 ( 826,253 ) Cash flows from financing activities: Proceeds from issuance of senior notes 185 51,601 1,249,083 Redemption of senior notes ( 58,924 ) — ( 507,348 ) Payment of debt issuance and offering costs ( 714 ) ( 1,041 ) ( 15,768 ) ESPP and payment of employment taxes on vesting of restricted stock ( 7,591 ) ( 10,286 ) ( 9,620 ) Common dividends paid ( 141,099 ) ( 119,454 ) ( 347,134 ) Preferred dividends paid ( 8,057 ) ( 8,008 ) ( 7,458 ) Repurchase of common stock ( 69,479 ) ( 6,516 ) ( 2,656 ) Proceeds from issuance of common stock 115,000 — 64,713 Proceeds from issuance of preferred stock 467 874 14,712 Net cash (used in) provided by financing activities ( 170,212 ) ( 92,830 ) 438,524 Decrease in cash, cash equivalents and restricted cash ( 26,639 ) ( 680 ) ( 20,775 ) Cash, cash equivalents and restricted cash, beginning of year 27,786 28,466 49,241 Cash, cash equivalents and restricted cash, end of year $ 1,147 $ 27,786 $ 28,466 See Notes to Condensed Financial Statements 166 Table of Contents NOTES TO CONDENSED FINANCIAL STATEMENTS (PARENT COMPANY) NOTE 1 — BASIS OF PRESENTATION The accompanying condensed financial statements for B. Riley Financial, Inc. (the “Parent Company”) summarize the results of operations and cash flows of the Parent Company for the years ended December 31, 2023, 2022, and 2021 and the financial position as of December 31, 2023 and 2022. The condensed financial statements of the Parent Company have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of the subsidiaries of the Parent Company (as defined in Rule 4-08(e)(3) of Regulation S-X) exceed 25% of the consolidated net assets of the Company. The ability of the Parent Company's operating subsidiaries to pay dividends may be restricted due to the terms of the Nomura Credit Agreement. In these statements, the Parent Company's investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the date the Parent Company began consolidating them. The Parent Company's share of net income of its unconsolidated subsidiaries is included in consolidated income using the equity method. The Parent Company financial statements should be read in conjunction with the consolidated financial statements of B. Riley Financial and subsidiaries for the corresponding years. NOTE 2 — TRANSACTIONS WITH SUBSIDIARIES During the years ended December 31, 2023, 2022, and 2021, distributions from subsidiaries to the Parent Company were $ 580,000 , $ 519,213 , and $ 522,824 , respectively, and contributions from the Parent Company to its subsidiaries were $ 392,984 , $ 342,031 , and $ 1,349,077 , respectively. The Parent Company maintains most of its cash and cash equivalents at its wholly owned subsidiaries to maximize returns on investments. Distributions from subsidiaries to the Parent Company are primarily to fund periodic investments that are made at the Parent Company or to fund debt service and interest costs on on the senior notes, common stock and preferred stock dividends, and repurchases of common stock or other Parent Company securities. Contributions from the Parent Company to its subsidiaries are primarily made to fund acquisitions and investments that are made at the subsidiary level. 167