BRC Group Holdings, Inc. 10-Q

Item 5. 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). B. Riley Financial, Inc. (the “Company”) is providing this disclosure to explain the facts and circumstances, as well as Marcum LLP’s (“Marcum”) and the Audit Committee’s conclusions, concerning Marcum’s objectivity and impartiality with respect to the completion of the AS 41015: Reviews of Interim Financial Information for the periods ended June 30, 2024 and September 30, 2024 and the fiscal year ended December 31, 2024 integrated audit of the Company. 101 On November 1, 2024, CBIZ, Inc. (“CBIZ”) completed the acquisition of substantially all of the non-attest business assets of Marcum and CBIZ CPAs P.C. purchased substantially all of Marcum’s attest business assets (the “Transaction”). Prior to the Transaction close, Marcum informed the Company that it would not be independent with respect to the completion of interim reviews and annual integrated audit for the fiscal year ended December 31, 2024 as a result of certain non-attest services that were performed by CBIZ (bookkeeping and management functions) during the period under audit for affiliates of the Company upon closing of the proposed Transaction. The affiliated entities were managed by an unrelated third party, which retained CBIZ for these services. For the following reasons, the Audit Committee of the Board of Directors of the Company and Marcum have each concluded, and are of the view that a reasonable investor with knowledge of all relevant facts and circumstances would conclude, that the provision of these services did not impair Marcum’s objectivity and impartiality with respect to Marcum’s review of interim financial information and the integrated audit of the Company’s financial statements and internal controls over financial reporting: 1. CBIZ performed the non-attest services (bookkeeping and management functions), which ceased prior to the Transaction close. 2. The non-attest services performed by CBIZ were routine or mechanical in nature, did not involve making management decisions and did not have a material impact on the consolidated financial statements of the Company. The fees earned by CBIZ were insignificant to both CBIZ and the Company. 3. The Marcum audit engagement team had no interaction with the CBIZ non-attest services team in the conduct of their audit and reviews. No personnel from CBIZ who worked on the non-attest service will be part of the audit team or have any involvement in the audit. 4. Effective October 25, 2024, the Company’s majority owned subsidiary bebe stores, inc. sold its interest in two of the affiliated entities to a joint venture with third parties and no longer has an ownership interest. See the accompanying financial statements Note 21 – Subsequent Events for further discussion on this transaction. On October 25, 2024, the Company also entered into a secured financing transaction with a joint venture between third parties for the other affiliated entities which resulted in the deconsolidation of these entities with the Company retaining an insignificant residual ownership interest. See the accompanying financial statements Note 21 – Subsequent Events for further discussion on this transaction. Item 6. Exhibits. The exhibits filed as part of this Quarterly Report are listed in the index to exhibits immediately preceding such exhibits, which index to exhibits is incorporated herein by reference. Exhibit Index 102 Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date 10.1 Sixth Amendment to Banc of California Credit Agreement, dated April 9, 2024 10-Q 10.5 5/15/24 10.2* S eventh Amendment to Banc of California Credit Agreement, d ated April 9, 2024 10.3* Amendment No. 3 to Nomura Credit Agreement, dated May 24, 2024 31.1* Certification of Co-Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 31.2* Certification of Co-Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 31.3* Certification of Chief Financial Officer and Chief Operating 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 and Chief Operating Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). _______________________________________________ * Filed herewith. ** Furnished herewith. # Management contract or compensatory plan or arrangement 103 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. B. Riley Financial, Inc. Date: January 13, 2025 By: /s/ PHILLIP J. AHN Name: Phillip J. Ahn Title: Chief Financial Officer and Chief Operating Officer (Principal Financial Officer) 104