Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | May 02, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | B. Riley Financial, Inc. | ||
Trading Symbol | RILY | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 27,928,234 | ||
Entity Public Float | $ 1,499,700,000 | ||
Amendment Flag | true | ||
Amendment Description | We are filing this amendment to our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on February 25, 2022 (the “Original Form 10-K”), solely to correct an error in the content of Marcum LLP’s (“Marcum”) Report Of Independent Registered Public Accounting Firm On Internal Control Over Financial Reporting (the “ICFR Opinion”). The ICFR Opinion in the Original Form 10-K inadvertently omitted an explanatory paragraph which should have described the exclusion of National Holdings Corporation from Marcum’s audit of internal control over financial reporting. An ICFR Opinion with the explanatory paragraph is included in the Amended Form 10-K. | ||
Entity Central Index Key | 0001464790 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-37503 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-0223495 | ||
Entity Address, Address Line One | 11100 Santa Monica Blvd | ||
Entity Address, Address Line Two | Suite 800 | ||
Entity Address, City or Town | Los Angeles | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90025 | ||
City Area Code | (310) | ||
Local Phone Number | 966-1444 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Cash and cash equivalents | $ 278,933 | $ 103,602 |
Restricted cash | 927 | 1,235 |
Due from clearing brokers | 29,657 | 7,089 |
Securities and other investments owned, at fair value | 1,532,095 | 777,319 |
Securities borrowed | 2,090,966 | 765,457 |
Accounts receivable, net | 49,673 | 40,806 |
Due from related parties | 2,074 | 986 |
Loans receivable, at fair value (includes $167,744 and $295,809 from related parties as of December 31, 2021 and 2020, respectively) | 873,186 | 390,689 |
Prepaid expenses and other assets | 463,502 | 93,174 |
Operating lease right-of-use assets | 56,969 | 48,799 |
Property and equipment, net | 12,870 | 11,685 |
Goodwill | 250,568 | 227,046 |
Other intangible assets, net | 207,651 | 190,745 |
Deferred tax assets, net | 2,848 | 4,098 |
Total assets | 5,851,919 | 2,662,730 |
Liabilities: | ||
Accounts payable | 6,326 | 2,722 |
Accrued expenses and other liabilities | 343,750 | 173,178 |
Deferred revenue | 69,507 | 68,651 |
Deferred tax liabilities, net | 93,055 | 34,248 |
Due to related parties and partners | 327 | |
Due to clearing brokers | 69,398 | 13,672 |
Securities sold not yet purchased | 28,623 | 10,105 |
Securities loaned | 2,088,685 | 759,810 |
Operating lease liabilities | 69,072 | 60,778 |
Notes payable | 357 | 37,967 |
Loan participations sold | 17,316 | |
Revolving credit facility | 80,000 | |
Term loans | 346,385 | 74,213 |
Senior notes payable, net | 1,606,560 | 870,783 |
Total liabilities | 4,801,718 | 2,123,770 |
Commitments and contingencies (Note 17) | ||
Redeemable noncontrolling interests in equity of subsidiaries | 345,000 | |
B. Riley Financial, Inc. stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 4,512 and 3,971 shares issued and outstanding as of December 31, 2021 and 2020, respectively; liquidation preference of $112,790 and $99,260 as of December 31, 2021 and 2020, respectively. | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 27,591,028 and 25,777,796 shares issued and outstanding as of December 31, 2021 and 2020, respectively. | 3 | 3 |
Additional paid-in capital | 413,486 | 310,326 |
Retained earnings | 248,862 | 203,080 |
Accumulated other comprehensive loss | (1,080) | (823) |
Total B. Riley Financial, Inc. stockholders’ equity | 661,271 | 512,586 |
Noncontrolling interests | 43,930 | 26,374 |
Total equity | 705,201 | 538,960 |
Total liabilities and equity | $ 5,851,919 | $ 2,662,730 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Loans receivable, at fair value (in Dollars) | $ 167,744 | $ 295,809 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 4,512 | 3,971 |
Preferred stock, shares outstanding | 4,512 | 3,971 |
Preferred Stock, Liquidation preference (in Dollars) | $ 112,790 | $ 99,260 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 27,591,028 | 25,777,796 |
Common stock, shares outstanding | 27,591,028 | 25,777,796 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | |||
Services and fees | $ 1,172,957 | $ 667,069 | $ 460,493 |
Trading income and fair value adjustments on loans | 386,676 | 104,018 | 106,463 |
Interest income - Loans and securities lending | 122,723 | 102,499 | 77,221 |
Sale of goods | 58,205 | 29,135 | 7,935 |
Total revenues | 1,740,561 | 902,721 | 652,112 |
Operating expenses: | |||
Direct cost of services | 54,390 | 60,451 | 58,824 |
Cost of goods sold | 26,953 | 12,460 | 7,575 |
Selling, general and administrative expenses | 906,196 | 428,537 | 385,219 |
Restructuring charge | 1,557 | 1,699 | |
Impairment of tradenames | 12,500 | ||
Interest expense - Securities lending and loan participations sold | 52,631 | 42,451 | 32,144 |
Total operating expenses | 1,040,170 | 557,956 | 485,461 |
Operating income | 700,391 | 344,765 | 166,651 |
Other income (expense): | |||
Interest income | 229 | 564 | 1,577 |
Gain on extinguishment of loans and other | 3,796 | ||
Income (loss) from equity investments | 2,801 | (623) | (1,431) |
Interest expense | (92,455) | (65,249) | (50,205) |
Income before income taxes | 614,762 | 279,457 | 116,592 |
Provision for income taxes | (163,960) | (75,440) | (34,644) |
Net income | 450,802 | 204,017 | 81,948 |
Net income (loss) attributable to noncontrolling interests | 5,748 | (1,131) | 337 |
Net income attributable to B. Riley Financial, Inc. | 445,054 | 205,148 | 81,611 |
Preferred stock dividends | 7,457 | 4,710 | 264 |
Net income available to common shareholders | $ 437,597 | $ 200,438 | $ 81,347 |
Basic income per common share (in Dollars per share) | $ 15.99 | $ 7.83 | $ 3.08 |
Diluted income per common share (in Dollars per share) | $ 15.09 | $ 7.56 | $ 2.95 |
Weighted average basic common shares outstanding (in Shares) | 27,366,292 | 25,607,278 | 26,401,036 |
Weighted average diluted common shares outstanding (in Shares) | 29,005,602 | 26,508,397 | 27,529,157 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 450,802 | $ 204,017 | $ 81,948 |
Other comprehensive income (loss): | |||
Change in cumulative translation adjustment | (257) | 1,165 | 173 |
Other comprehensive income (loss), net of tax | (257) | 1,165 | 173 |
Total comprehensive income | 450,545 | 205,182 | 82,121 |
Comprehensive income (loss) attributable to noncontrolling interests | 5,748 | (1,131) | 337 |
Comprehensive income attributable to B. Riley Financial, Inc. | $ 444,797 | $ 206,313 | $ 81,784 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | SPAC 250 [Member]SPAC 150 [Member] | SPAC 250 [Member]SPAC 150 [Member]Preferred Stock | SPAC 250 [Member]SPAC 150 [Member]Common Stock | SPAC 250 [Member]SPAC 150 [Member]Additional Paid-in Capital | SPAC 250 [Member]SPAC 150 [Member]Retained Earnings | SPAC 250 [Member]SPAC 150 [Member]Accumulated Other Comprehensive Loss | SPAC 250 [Member]SPAC 150 [Member]Noncontrolling Interests |
Balance at Dec. 31, 2018 | $ 258,660 | $ 2 | $ 258,638 | $ 1,579 | $ (2,161) | $ 602 | ||||||||
Balance (in Shares) at Dec. 31, 2018 | 26,603,355 | |||||||||||||
Common stock issued | 63 | 63 | ||||||||||||
Common stock issued (in Shares) | 2,248 | |||||||||||||
Preferred stock issued | 56,566 | 56,566 | ||||||||||||
Preferred stock issued (in Shares) | 2,349 | |||||||||||||
Issuance of common stock warrant for purchase of BR Brand Holdings, LLC | 990 | 990 | ||||||||||||
ESPP shares issued and vesting of restricted stock, net of shares withheld for employer taxes | (2,013) | $ 1 | (2,014) | |||||||||||
ESPP shares issued and vesting of restricted stock, net of shares withheld for employer taxes (in Shares) | 604,661 | |||||||||||||
Common stock repurchased and retired | (4,273) | (4,273) | ||||||||||||
Common stock repurchased and retired (in Shares) | (237,932) | |||||||||||||
Warrants repurchased and retired | (2,777) | (2,777) | ||||||||||||
Share based payments | 15,916 | 15,916 | ||||||||||||
Dividends on common stock | (43,390) | (43,390) | ||||||||||||
Dividends on preferred stock | (264) | (264) | ||||||||||||
Net income (loss) | 81,948 | 81,611 | 337 | |||||||||||
Distributions to noncontrolling interests | (721) | (721) | ||||||||||||
Noncontrolling interest from purchase of BR Brand Holdings, LLC | 29,373 | 29,373 | ||||||||||||
Foreign currency translation adjustment | 173 | 173 | ||||||||||||
Balance at Dec. 31, 2019 | 390,251 | $ 3 | 323,109 | 39,536 | (1,988) | 29,591 | ||||||||
Balance (in Shares) at Dec. 31, 2019 | 2,349 | 26,972,332 | ||||||||||||
Preferred stock issued | 39,455 | 39,455 | ||||||||||||
Preferred stock issued (in Shares) | 1,622 | |||||||||||||
ESPP shares issued and vesting of restricted stock, net of shares withheld for employer taxes | (22,578) | (22,578) | ||||||||||||
ESPP shares issued and vesting of restricted stock, net of shares withheld for employer taxes (in Shares) | 1,358,212 | |||||||||||||
Common stock repurchased and retired | (48,248) | (48,248) | ||||||||||||
Common stock repurchased and retired (in Shares) | (2,552,748) | |||||||||||||
Share based payments | 18,588 | 18,588 | ||||||||||||
Dividends on common stock | (36,894) | (36,894) | ||||||||||||
Dividends on preferred stock | (4,710) | (4,710) | ||||||||||||
Net income (loss) | 204,017 | 205,148 | (1,131) | |||||||||||
Distributions to noncontrolling interests | (2,690) | (2,690) | ||||||||||||
Contributions from noncontrolling interests | 604 | 604 | ||||||||||||
Foreign currency translation adjustment | 1,165 | 1,165 | ||||||||||||
Balance at Dec. 31, 2020 | 538,960 | $ 3 | 310,326 | 203,080 | (823) | 26,374 | ||||||||
Balance (in Shares) at Dec. 31, 2020 | 3,971 | 25,777,796 | ||||||||||||
Common stock issued, net of offering costs | 64,713 | 64,713 | ||||||||||||
Common stock issued, net of offering costs (in Shares) | 1,413,045 | |||||||||||||
Preferred stock issued | 14,712 | 14,712 | ||||||||||||
Preferred stock issued (in Shares) | 541 | |||||||||||||
ESPP shares issued and vesting of restricted stock and other, net of shares withheld for employer taxes | (9,620) | (9,620) | ||||||||||||
ESPP shares issued and vesting of restricted stock and other, net of shares withheld for employer taxes (in Shares) | 433,182 | |||||||||||||
Common stock repurchased and retired | (2,656) | (2,656) | ||||||||||||
Common stock repurchased and retired (in Shares) | (44,650) | |||||||||||||
Warrants exercised | ||||||||||||||
Warrants exercised (in Shares) | 11,655 | |||||||||||||
Share based payments | 36,011 | 36,011 | ||||||||||||
Dividends on common stock | (373,633) | (373,633) | ||||||||||||
Dividends on preferred stock | (7,457) | (7,457) | ||||||||||||
Net income (loss) | 450,802 | 445,054 | 5,748 | |||||||||||
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 at Dec. 31, 2021 | $ 705,201 | $ 3 | $ 413,486 | $ 248,862 | $ (1,080) | $ 43,930 | ||||||||
Balance (in Shares) at Dec. 31, 2021 | 4,512 | 27,591,028 |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends on common stock per share | $ 12.5 | $ 1.325 | $ 1.49 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income | $ 450,802 | $ 204,017 | $ 81,948 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 25,871 | 19,369 | 19,048 |
Provision for doubtful accounts | 1,453 | 3,385 | 2,126 |
Share-based compensation | 36,011 | 18,588 | 15,916 |
Fair value adjustments, non-cash | (7,562) | 21,954 | 12,258 |
Non-cash interest and other | (22,322) | (16,810) | (12,267) |
Effect of foreign currency on operations | 127 | (460) | (78) |
(Income) loss from equity investments | (2,801) | 623 | 1,431 |
Dividends from equity investments | 2,136 | 1,343 | 3,194 |
Deferred income taxes | 61,770 | 61,619 | 10,874 |
Impairment of leaseholds and intangibles, lease loss accrual and gain on disposal of fixed assets | (137) | 14,107 | (286) |
Gain on extinguishment of loans | (6,509) | ||
Loss (gain) on extinguishment of debt | 6,131 | (1,556) | |
Gain on equity investment | (3,544) | ||
Income allocated and fair value adjustment for mandatorily redeemable noncontrolling interests | 857 | 1,230 | 1,220 |
Change in operating assets and liabilities: | |||
Amounts due to/from clearing brokers | 40,628 | 30,401 | 13,920 |
Securities and other investments owned | (581,785) | (331,759) | (178,023) |
Securities borrowed | (1,325,509) | 48,873 | 117,015 |
Accounts receivable and advances against customer contracts | (715) | 18,776 | (37,637) |
Prepaid expenses and other assets | (3,737) | 10,135 | 13,298 |
Accounts payable, accrued payroll and related expenses, accrued expenses and other liabilities | 37,798 | 31,301 | 32,553 |
Amounts due to/from related parties and partners | (1,415) | 3,423 | (4,781) |
Securities sold, not yet purchased | 18,011 | (31,715) | 4,197 |
Deferred revenue | (3,540) | 1,530 | (3,098) |
Securities loaned | 1,328,875 | (50,685) | (120,026) |
Net cash provided by (used in) operating activities | 50,894 | 57,689 | (27,198) |
Cash flows from investing activities: | |||
Purchases of loans receivable | (738,909) | (207,466) | (343,811) |
Repayments of loans receivable | 172,119 | 90,083 | 159,186 |
Sale of loan receivable to related party | 1,800 | ||
Proceeds from loan participations sold | 6,900 | 31,806 | |
Repayment of loan participations sold | (15,216) | (2,233) | (18,911) |
Asset acquisition - BR Brand, net of cash acquired $2,160 | (114,912) | ||
Acquisition of businesses, net of $34,942 cash acquired in 2021 | (28,254) | (1,500) | |
Proceeds from sale of division of magicJack | 6,196 | ||
Purchases of property, equipment and intangible assets | (676) | (2,045) | (3,461) |
Proceeds from sale of property, equipment and intangible assets | 14 | 1 | 513 |
Funds received from trust account of subsidiary | 320,500 | ||
Investment of subsidiaries initial public offering proceeds into trust account | (345,000) | (176,750) | (143,750) |
Purchases of equity investments | (612) | (7,500) | (28,757) |
Distributions from equity investments | 18,195 | ||
Net cash (used in) provided by investing activities | (956,534) | 21,790 | (437,706) |
Cash flows from financing activities: | |||
Proceeds from revolving line of credit, net | 80,000 | ||
Proceeds from asset based credit facility | 140,439 | ||
Repayment of asset based credit facility | (37,096) | (103,343) | |
Repayment of notes payable | (37,610) | (357) | (478) |
Payment of participating note payable and contingent consideration | (3,714) | (4,250) | (4,250) |
Proceeds from term loan | 300,000 | 75,000 | 10,000 |
Repayment of term loan | (20,684) | (67,266) | (22,734) |
Proceeds from issuance of senior notes | 1,249,083 | 186,796 | 281,924 |
Redemption of senior notes | (507,348) | (1,829) | (52,154) |
Payment of debt issuance and offering costs | (33,377) | (9,845) | (8,059) |
Payment of employment taxes on vesting of restricted stock | (9,620) | (22,578) | (2,022) |
Common dividends paid | (347,135) | (38,792) | (41,138) |
Preferred dividends paid | (7,457) | (4,710) | (264) |
Repurchase of common stock | (2,656) | (48,248) | (4,273) |
Repurchase of warrants | (2,777) | ||
Distribution to noncontrolling interests | (16,542) | (3,826) | (1,958) |
Contributions from noncontrolling interests | 13,680 | 604 | |
Redemption of subsidiary temporary equity and distributions | (318,750) | ||
Proceeds from initial public offering of subsidiaries | 345,000 | 175,000 | 143,750 |
Proceeds from offering common stock | 64,713 | 63 | |
Proceeds from offering preferred stock | 14,712 | 39,455 | 56,566 |
Net cash provided by (used in) financing activities | 1,081,045 | (80,692) | 389,292 |
Increase (decrease) in cash, cash equivalents and restricted cash | 175,405 | (1,213) | (75,612) |
Effect of foreign currency on cash, cash equivalents and restricted cash | (382) | 1,311 | 73 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 175,023 | 98 | (75,539) |
Cash, cash equivalents and restricted cash, beginning of year | 104,837 | 104,739 | 180,278 |
Cash, cash equivalents and restricted cash, end of year | 279,860 | 104,837 | 104,739 |
Supplemental disclosures: | |||
Interest paid | 138,369 | 98,595 | 75,625 |
Taxes paid | $ 88,153 | $ 2,368 | $ 8,649 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parentheticals) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Statement of Cash Flows [Abstract] | |
Asset acquisition | $ 2,160 |
Acquisition of businesses | $ 34,942 |
Organization and Nature of Busi
Organization and Nature of Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS OPERATIONS | NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS OPERATIONS B. Riley Financial, Inc. and its subsidiaries (collectively, the “Company”) provide investment banking and financial services to corporate, institutional and high net worth clients, and asset disposition, financial consulting, appraisal and capital advisory services to a wide range of retail, wholesale and industrial clients, as well as lenders, capital providers, private equity investors and professional services firms throughout the United States, Australia, Canada, and Europe and consumer Internet access and cloud communication services through its wholly-owned subsidiaries United Online, Inc. (“UOL” or “United Online”) and magicJack VocalTec Ltd. (“magicJack”). The Company also has a majority ownership interest in BR Brands Holding, LLC (“BR Brands” or “Brands”), which provides licensing of trademarks. On February 25, 2021, the Company completed the acquisition of all of the outstanding shares of National Holdings Corporation (“National”) not already owned by the Company. The total cash consideration for the approximately 55% of National outstanding shares that the Company did not previously own and settlement of outstanding share based awards amounted to $35,314. The Company used the acquisition method of accounting for this acquisition. The acquisition expands the Company’s investment banking, wealth management and financial planning offerings by adding National’s brokerage, insurance, tax preparation and advisory services. As a result of the National acquisition, the Company realigned its segment reporting structure in the first quarter of 2021 to reflect organizational management changes for its wealth management business. Under the new structure, the wealth management business previously reported in the Capital Markets segment are now reported in the Wealth Management segment. In conjunction with the new reporting structure, the Company recast its segment presentation for all periods presented. The Company operates in six 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, institutional 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, operations management consulting, real estate consulting and valuation and appraisal services; (v) Principal Investments - Communications, through which the Company provides consumer Internet access and related subscription services from United Online and cloud communication services primarily through the magicJack devices; and (vi) Brands, which is focused on generating revenue through the licensing of trademarks. On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. During the fourth quarter of 2021, the full impact of the COVID-19 outbreak continues to evolve, with the emergence of variant strains and breakthrough infections becoming prevalent both in the U.S. and worldwide. As the U.S. economy recovers, aided by additional stimulus packages, inflation has been rising at historically high rates, and the Federal Reserve has signaled that it will begin increasing the target federal funds effective rate and positive momentum in the domestic vaccine rollout, countries across the world continue to manage repeated waves of the pandemic, including variant strains of COVID-19, amid uneven progress toward vaccination. The impact of the COVID-19 outbreak on our results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions and the success of vaccines and natural immunity in controlling slowing or halting the pandemic. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy continue to be highly uncertain and cannot be predicted. If the financial markets and/or the overall economy continue to be impacted, our results of operations, financial position and cash flows may be materially adversely affected. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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. The consolidated financial statements also include the accounts of Great American Global Partners, LLC which is controlled by the Company as a result of its ownership of a 50% member interest, appointment of two of the three executive officers and significant influence over the funding of operations. All intercompany accounts and transactions have been eliminated upon consolidation. The accounting guidance requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a Variable Interest Entity (“VIE”); to eliminate the solely quantitative approach previously required for determining the primary beneficiary of a VIE; to add an additional reconsideration event for determining whether an entity is a VIE when any changes in facts and circumstances occur such that holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity’s economic performance; and to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a VIE. Revision of Prior Period Financial Statements In connection with the preparation of the Company’s consolidated financial statements during the year ended December 31, 2021, the Company identified an error that was not material related to the consolidation of certain VIE which primarily resulted in a gross up between investing activities and financing activities in the consolidated statements of cash flows. In accordance with SAB No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the error and determined that the related impact did not, either individually or in the aggregate, materially misstate previously issued consolidated financial statements. A summary of revisions to certain previously reported financial information presented herein is included in Note 23. (b) Use of Estimates The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expense during the reporting period. Estimates are used when accounting for certain items such as valuation of securities, allowance for doubtful accounts, the fair value of loans receivables, intangible assets and goodwill, share based arrangements, and accounting for income tax valuation allowances, recovery of contract assets and sales returns and allowances. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ. (d) Revenue Recognition The Company recognizes revenues under Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers. Revenues from contracts with customers in the Capital Markets segment, Wealth Management segment, Auction and Liquidation segment, Financial Consulting segment, Principal Investments – Communications segment and Brands segment are primarily comprised of the following: Capital Markets segment 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 the Company’s principal investments in equity and other securities for the Company’s account, and (iv) other income. Interest income from securities lending activities consists of interest income from equity and fixed income securities that are borrowed from one party and loaned to another. The Company maintains relationships with a broad group of banks and broker-dealers to facilitate the sourcing, borrowing and lending of equity and fixed income securities in a “matched book” to limit the Company’s exposure to fluctuations in the market value or securities borrowed and securities loaned. Other revenues include (i) net trading gains and losses from market making activities in the Company’s fixed income group, (ii) carried interest from the Company’s asset management recognized as earnings from financial assets within the scope of ASC 323 - Investments - Equity Method and Joint Ventures Revenue from Contracts with Customers Investments - Equity Method and Joint Ventures Wealth Management segment 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 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 Principal Investments – Communications segment Subscription service revenues are recognized over time in the service period in which the transaction price has been determinable and the related performance obligations for services are provided to the customer. Fees charged to customers in advance are initially recorded in the consolidated balance sheets as deferred revenue and then recognized ratably over the service period as the performance obligations are provided. Product revenues for hardware and shipping are recognized at the time of delivery. Revenues from sales of devices and services represent revenues recognized from sales of the magicJack devices to retailers, wholesalers, 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. Brands segment 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. (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 Principal Investments - Communications segment include cost of telecommunications and data center costs, personnel and overhead-related costs associated with operating the Company’s networks, servers and data centers, sales commissions associated with multi-year service plans, depreciation of network computers and equipment, amortization expense, third party advertising sales commissions, license fees, costs related to providing customer support, costs related to customer billing and processing of customer credit cards and associated bank fees. Direct cost of services does not include an allocation of the Company’s overhead costs. (e) Interest Expense - Securities Lending Activities and Loan Participations Sold 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 $51,753, $40,490, and $30,739 during the years ended December 31, 2021, 2020, and 2019, respectively. There were no loan participations sold outstanding as of December 31, 2021 and the loan participation sold totaled $17,316, as of December 31, 2020. Interest expense from loan participations sold totaled $878, $1,961, and $1,405 during the years ended December 31, 2021, 2020, and 2019, respectively. (f) Concentration of Risk Revenues in the Capital Markets, Financial Consulting, Wealth Management, Principal Investments - Communications and Brands segments are currently primarily generated in the United States. Revenues in the Auction and Liquidation segment are primarily generated in the United States, Australia, Canada and Europe. 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. 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. (g) Advertising Expenses The Company expenses advertising costs, which consist primarily of costs for printed materials, as incurred. Advertising costs totaled $3,681, $3,013, and $1,903 during the years ended December 31, 2021, 2020, and 2019, respectively. Advertising expense is included as a component of selling, general and administrative expenses in the accompanying consolidated statements of income. (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 income over the requisite service or performance period the award is expected to vest. In June 2018, the Company adopted the 2018 Employee Stock Purchase Plan (“Purchase Plan”) which allows eligible employees to purchase common stock through payroll deductions at a price that is 85% of the market value of the common stock on the last day of the offering period. In accordance with the provisions of ASC 718 - Compensation - Stock Compensation, (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. (j) Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. (k) Restricted Cash As of December 31, 2021, restricted cash included $927 of cash collateral for leases. As of December 31, 2020, restricted cash included $764 of cash collateral for foreign exchange contracts and $471 of collateral related to one of the Company’s telecommunication suppliers. Cash, cash equivalents and restricted cash consist of the following: December 31, December 31, 2021 2020 Cash and cash equivalents $ 278,933 $ 103,602 Restricted cash 927 1,235 Total cash, cash equivalents and restricted cash $ 279,860 $ 104,837 (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 (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, Principal Investments - Communications and Brands customers. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management utilizes the expected loss model. Management also considers historical losses adjusted for current market conditions and the customers’ financial condition and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. The Company’s bad debt expense and changes in the allowance for doubtful accounts are included in Note 5. (o) Leases The Company determines if an arrangement is, or contains, a lease at the inception date. Operating leases are included in right-of-use assets, with the related liabilities included in operating lease liabilities in the consolidated balance sheets. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. We use our 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. Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components which are accounted for as a single lease component. See Note 9 for additional information on leases. (p) 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 $3,865, $3,632, and $5,202 during the years ended December 31, 2021, 2020, and 2019, respectively. (q) Loans Receivable Under ASC 326 - Financial Instruments – Credit Losses Loans receivable, at fair value totaled $873,186 and $390,689 as of December 31, 2021 and 2020, respectively. The loans have various maturities through March 2027. As of December 31, 2021 and 2020, the historical cost of loans receivable accounted for under the fair value option was $877,527 and $405,064, respectively, which included principal balances of $886,831 and $416,401, respectively, and unamortized costs, origination fees, premiums and discounts, totaling $9,304 and $11,337, respectively. During the years ended December 31, 2021 and 2020, the Company recorded net unrealized gains of $10,035 and net unrealized losses of $22,033, respectively, on loans receivable, at fair value, which is included in trading income and fair value adjustments on loans on the consolidated statements of income. 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, 2021, the Company has provided limited guarantees with respect to Babcock & Wilcox Enterprises, Inc. (“B&W”) as further described in Note 17(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, 2021, the Company has not recorded any provision for credit losses on the B&W guarantees since the Company believes that there is sufficient collateral to protect the Company from any credit loss exposure. Interest income on loans receivable is recognized based on the stated interest rate of the loan on the unpaid principal balance plus the amortization of any costs, origination fees, premiums and discounts and is included in interest income - loans and securities lending on the consolidated statements of income. 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. Badcock Loan Receivable On December 20, 2021, the Company entered into a Master Receivables Purchase Agreement (“Receivables Purchase Agreement” with W.S. Badcock Corporation, a Florida corporation (“WSBC”), an indirect wholly owned subsidiary of Franchise Group, Inc., a Delaware corporation (“FRG”). The Company paid $400,000 in cash to WSBC for the purchase of certain consumer credit receivables of WSBC. The Company recognized the $400,000 as part of its loans receivable, at fair value on the consolidated balance sheets, which is collateralized by the performance of the consumer credit receivables of WSBC. In connection with the Receivables Purchase Agreement, the Company entered into a Servicing Agreement (the “Servicing Agreement”) with WSBC pursuant to which WSBC will provide to the Company certain customary servicing and account management services in respect of the receivables purchased by the Company under the Receivables Purchase Agreement. In addition, subject to certain terms and conditions, FRG has agreed to guarantee the performance by WSBC of its obligations under the Receivables Purchase Agreement and the Servicing Agreement. (r) Securities and Other Investments Owned and Securities Sold Not Yet Purchased Securities owned consist of equity securities including, common and preferred stocks, warrants, and options; corporate bonds; other fixed income securities including, government and agency bonds; loans receivable valued at fair value; and investments in partnerships. Securities sold, but not yet purchased represent obligations of the Company to deliver the specified security at the contracted price and thereby create a liability to purchase the security in the market at prevailing prices. Changes in the value of these securities are reflected currently in the results of operations. As of December 31, 2021 and 2020, the Company’s securities and other investments owned and securities sold not yet purchased at fair value consisted of the following securities: December 31, December 31, 2021 2020 Securities and other investments owned: Equity securities $ 1,444,474 $ 697,288 Corporate bonds 7,632 3,195 Other fixed income securities 2,606 1,913 Partnership interests and other 77,383 74,923 $ 1,532,095 $ 777,319 Securities sold not yet purchased: Equity securities $ 20,302 $ 4,575 Corporate bonds 6,327 4,288 Other fixed income securities 1,994 1,242 $ 28,623 $ 10,105 (s) 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 When testing goodwill for impairment, in accordance with ASC 350, the Company made a qualitative assessment of the impact of the COVID-19 outbreak on goodwill and other intangible assets during the years ended December 31, 2021 and 2020. Based on the Company’s qualitative assessments, the Company concluded that a positive assertion could be made from the qualitative assessments that it is more likely than not that the fair value of the reporting units exceeded their carrying values. There were no impairments of goodwill identified during the years ended December 31, 2021, 2020, and 2019. During the years ended December 31, 2021 and 2019, the Company recognized no impairment of indefinite-lived intangibles. During the year ended December 31, 2020, the Company determined that the COVID-19 outbreak was a triggering event for testing the indefinite-lived tradenames in the Brands segment during the first quarter and again in the second quarter and determined that the indefinite-lived tradenames in the Brands segment were impaired. As a result, the Company recognized impairment charges of $12,500, during the year ended December 31, 2020, which were included as an impairment of tradenames in the Company’s consolidated statements of income. 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 years ended December 31, 2021, 2020, and 2019, the Company recognized no impairment of finite-lived intangibles. (t) 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 e |
Restructuring Charge
Restructuring Charge | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGE | NOTE 3 — RESTRUCTURING CHARGE The Company did not record any restructuring charges during the year ended December 31, 2021. The Company recorded restructuring charges in the amount of $1,557 and $1,699 during the years ended December 31, 2020 and 2019, respectively. The restructuring charges during the year ended December 31, 2020 were primarily related to impairment of certain acquired tradename intangibles associated with the Company’s brand realignment across its subsidiary companies to provide greater external consistency and affiliation. The restructuring charges during the year ended December 31, 2019 were primarily related to severance costs for magicJack employees from a reduction in workforce and lease termination costs in the Principal Investments – Communications segment. The following tables summarize the changes in accrued restructuring charge during the years ended December 31, 2021, 2020, and 2019: Year Ended December 31, 2021 2020 2019 Balance, beginning of year $ 727 $ 1,600 $ 3,855 Restructuring charge — 1,557 1,699 Cash paid (114 ) (901 ) (4,150 ) Non-cash items 11 (1,529 ) 196 Balance, end of year $ 624 $ 727 $ 1,600 The following tables summarize the restructuring activities by reportable segment during the years ended December 31, 2020 and 2019: Auction Principal Capital Wealth and Financial Investments - Markets Management Liquidation Consulting Communications Total Restructuring charges for the year ended December 31, 2020: Impairment of intangible assets $ 917 $ — $ 140 $ 500 $ — $ 1,557 Total restructuring charge $ 917 $ — $ 140 $ 500 $ — $ 1,557 Restructuring charges for the year ended December 31, 2019: Employee termination costs $ — $ — $ — $ — $ 1,594 $ 1,594 Facility closure and consolidation charge (recovery) — (4 ) — — 109 105 Total restructuring charge $ — $ (4 ) $ — $ — $ 1,703 $ 1,699 |
Securities Lending
Securities Lending | 12 Months Ended |
Dec. 31, 2021 | |
Securities Lending [Abstract] | |
SECURITIES LENDING | NOTE 4 — 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, 2021 and 2020: 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, 2021 Securities borrowed $ 2,090,966 $ — $ 2,090,966 $ 2,090,966 $ — Securities loaned $ 2,088,685 $ — $ 2,088,685 $ 2,088,685 $ — As of December 31, 2020 Securities borrowed $ 765,457 $ — $ 765,457 $ 765,457 $ — Securities loaned $ 759,810 $ — $ 759,810 $ 759,810 $ — (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. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 5 — ACCOUNTS RECEIVABLE The components of accounts receivable, net, include the following: December 31, December 31, 2021 2020 Accounts receivable $ 39,045 $ 33,604 Investment banking fees, commissions and other receivables 14,286 10,316 Total accounts receivable 53,331 43,920 Allowance for doubtful accounts (3,658 ) (3,114 ) Accounts receivable, net $ 49,673 $ 40,806 Additions and changes to the allowance for doubtful accounts consist of the following: Year Ended December 31, 2021 2020 2019 Balance, beginning of period $ 3,114 $ 1,514 $ 696 Add: Additions to reserve 1,453 3,385 2,126 Less: Write-offs (1,074 ) (1,785 ) (1,151 ) Less: Recovery 165 — (157 ) Balance, end of period $ 3,658 $ 3,114 $ 1,514 |
Prepaid Expenses and Other Asse
Prepaid Expenses and Other Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses and Other Assets [Abstract] | |
PREPAID EXPENSES AND OTHER ASSETS | NOTE 6 — PREPAID EXPENSES AND OTHER ASSETS Prepaid expenses and other assets consist of the following: December 31, December 31, 2021 2020 Funds held in trust account $ 345,024 $ — Equity investments 39,190 54,953 Prepaid expenses 14,965 7,371 Unbilled receivables 12,315 5,712 Other receivables 40,483 16,230 Other assets 11,525 8,908 Prepaid expenses and other assets $ 463,502 $ 93,174 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 Principal Investments – Communications segment, and consulting related engagements in the Financial Consulting segment. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7 — PROPERTY AND EQUIPMENT Property and equipment, net, consists of the following: Estimated December 31, December 31, Useful Lives 2021 2020 Leasehold improvements Shorter of the remaining lease term or estimated useful life $ 13,766 $ 10,737 Machinery, equipment and computer software 1.8 to 15 years 16,624 15,650 Furniture and fixtures 5 years 4,724 4,128 Total 35,114 30,515 Less: Accumulated depreciation and amortization (22,244 ) (18,830 ) $ 12,870 $ 11,685 Depreciation expense was $3,865, $3,632, and $5,202 during the years ended December 31, 2021, 2020, and 2019, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 8 — GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill was $250,568 and $227,046 as of December 31, 2021 and 2020, respectively. The changes in the carrying amount of goodwill during the years ended December 31, 2021 and 2020 were as follows: Principal Capital Wealth Auction and Financial Investments- Markets Management Liquidation Consulting Communications Segment Segment Segment Segment Segment Total Balance as of December 31, 2019 $ 50,806 $ 28,396 $ 1,975 $ 20,331 $ 122,189 $ 223,697 Goodwill acquired during the year: Acquisition of other business — — — 3,349 — 3,349 Balance as of December 31, 2020 50,806 28,396 1,975 23,680 122,189 227,046 Goodwill acquired during the year: Acquisition of other business 532 22,799 — — 191 23,522 Balance as of December 31, 2021 $ 51,338 $ 51,195 $ 1,975 $ 23,680 $ 122,380 $ 250,568 Intangible assets consisted of the following: As of December 31, 2021 As of December 31, 2020 Gross Gross Carrying Accumulated Intangibles Carrying Accumulated Intangibles Useful Life Value Amortization Net Value Amortization Net Amortizable assets: Customer relationships 0.1 to 16 Years $ 130,801 $ 59,671 $ 71,130 $ 98,898 $ 40,281 $ 58,617 Domain names 7 Years 185 143 42 235 148 87 Advertising relationships 8 Years 100 69 31 100 56 44 Internally developed software and other intangibles 0.5 to 5 Years 15,275 8,820 6,455 11,775 6,913 4,862 Trademarks 6 to 10 Years 6,369 1,652 4,717 2,850 991 1,859 Total 152,730 70,355 82,375 113,858 48,389 65,469 Non-amortizable assets: Tradenames 125,276 — 125,276 125,276 — 125,276 Total intangible assets $ 278,006 $ 70,355 $ 207,651 $ 239,134 $ 48,389 $ 190,745 Amortization expense was $22,006, $15,737, and $13,846, during the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021, estimated future amortization expense was $20,116, $17,769, $13,832, $10,386, $10,410 during the years ended December 31, 2022, 2023, 2024, 2025 and 2026, respectively. The estimated future amortization expense after December 31, 2026 was $9,861. In the first quarter of 2020, in accordance with ASC 350, the Company made a qualitative assessment of the impact of the COVID-19 outbreak on goodwill and other intangible assets. The Company determined that the COVID-19 outbreak was a triggering event for testing the indefinite-lived tradenames in the Brands segment and made a determination that the indefinite-lived tradenames in the Brands segment were impaired and the Company recognized an impairment charge of $4,000. As a result of the continuing impact and duration of the COVID-19 outbreak on the operations of the Brands segment, the Company determined that there was another triggering event for testing the indefinite-lived tradenames in the Brands segment and made a determination that the indefinite-lived tradenames in the Brands segment were impaired and the Company recognized an additional impairment charge of $8,500 in the second quarter of 2020. There have been no triggering events subsequent to the second quarter of 2020 for testing indefinite-lived tradenames in the Brands segment. The Company will continue to monitor the impacts of the COVID-19 outbreak in future quarters. Changes in our forecasts could cause the book values of indefinite-lived tradenames to exceed fair values which may result in additional impairment charges in future periods. |
Leasing Arrangements
Leasing Arrangements | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
LEASING ARRANGEMENTS | NOTE 9 — LEASING ARRANGEMENTS The Company’s operating lease assets primarily represent the lease of office space where the Company conducts its operations with the weighted average lease term of 7.4 years and 7.2 years as of December 31, 2021 and 2020, respectively. The operating leases have lease terms up to 10 and 11 years as of December 31, 2021 and 2020, respectively. The weighted average discount rate used to calculate the present value of lease payments was 5.25% and 5.55% as of December 31, 2021 and 2020, respectively. During the years ended December 31, 2021, 2020, and 2019, the total operating lease expense was $15,230, $13,434, and $12,582, respectively. During the years ended December 31, 2021, 2020, and 2019, $1,377, $1,225, and $1,289, 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 income. During the years ended December 31, 2021, 2020, and 2019, cash payments against operating lease liabilities totaled $15,509, $12,901, and $12,934 respectively, and non-cash lease expense transactions totaled $3,750, $3,314, and $3,679, 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, 2021, maturities of operating lease liabilities were as follows: Operating Leases Year ending December 31: 2022 $ 16,125 2023 12,629 2024 12,232 2025 11,417 2026 7,977 Thereafter 21,517 Total lease payments 81,897 Less: imputed interest (12,825 ) Total operating lease liability $ 69,072 As of December 31, 2021 and 2020, the Company did not have any significant leases executed but not yet commenced. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 10 — NOTES PAYABLE Asset Based Credit Facility On April 21, 2017, the Company amended its credit agreement (as amended, the “Credit Agreement”) governing its asset based credit facility with Wells Fargo Bank, National Association (“Wells Fargo Bank”) to increase the maximum borrowing limit from $100,000 to $200,000. Such amendment, among other things, also extended the expiration date of the credit facility from July 15, 2018 to April 21, 2022. The Credit Agreement continues to allow for borrowings under the separate credit agreement (a “UK Credit Agreement”) which was dated March 19, 2015 with an affiliate of Wells Fargo Bank which provides for the financing of transactions in the United Kingdom. Such facility allows the Company to borrow up to 50 million British Pounds. Any borrowings on the UK Credit Agreement reduce the availability on the asset based $200,000 credit facility. The UK Credit Agreement is cross collateralized and integrated in certain respects with the Credit Agreement. 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 more fully described in Note 2(e). 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 Company paid Wells Fargo Bank a closing fee in the amount of $500 in connection with the April 2017 amendment to the Credit Agreement. The interest rate for each revolving credit advance under the Credit Agreement is, subject to certain terms and conditions, equal to the LIBOR 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 also provides for success fees in the amount of 2.5% to 17.5% of the net profits, if any, earned on the liquidation engagements funded under the Credit Agreement as set forth therein. Interest expense totaled $435, $639, and $1,503 during the years ended December 31, 2021, 2020, and 2019, respectively. There is no outstanding balance on this credit facility as of December 31, 2021 and 2020. As of December 31, 2021 and 2020, there were no open letters of credit outstanding. We are in compliance with all financial covenants in the asset based credit facility as of December 31, 2021. Paycheck Protection Program On April 10, 2020, NSC (a subsidiary of National) entered into a Promissory Note (the “NSC Note”) with Axos Bank as the lender (the “Lender”), pursuant to which the Lender agreed to make a loan to NSC under the Paycheck Protection Program (the “NSC Loan”) offered by the U.S. Small Business Administration (the “SBA”) pursuant to the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act to qualified small businesses (the “PPP”) in a principal amount of $5,524. On April 15, 2020, WEC (another subsidiary of National) also entered into a Promissory Note (the “WEC Note” and together with the NSC Note, the “PPP Notes”) with the Lender, pursuant to which the Lender agreed to make a loan to WEC under the PPP (the “WEC Loan” and together with the NSC Loan, the “PPP Loans”) in a principal amount of $973. The full amount of the Company’s PPP loans and accrued interest were forgiven in the amount of $6,509 in June 2021, and the Company recorded a gain on extinguishment of loans and other for this amount in the accompanying consolidated statements of income. Other Notes Payable Notes payable include notes payable to a clearing organization for one of the Company’s broker dealers. The notes payable accrue interest at the prime rate plus 2.0% (5.25% as of December 31, 2021) payable annually, maturing January 31, 2022. As of December 31, 2021 and 2020, the outstanding balance for the notes payable was $357 and $714, respectively. Interest expense was $21, $51, and $87 during the years ended December 31, 2021, 2020, and 2019, respectively. Also included in notes payable as of December 31, 2020, was a $37,253 note payable to Garrison TNCI LLC which was assumed as part of the Company’s investment in Lingo Management LLC. The note accrued interest at 12.5% per annum and had a maturity date of March 31, 2021. During the years ended December 31, 2021 and 2020, interest expense on the note was $238 and $447, respectively. The note was paid in full in January 2021. |
Term Loans and Revolving Credit
Term Loans and Revolving Credit Facility | 12 Months Ended |
Dec. 31, 2021 | |
Term Loans And Revolving Credit Facility [Abstract] | |
TERM LOANS AND REVOLVING CREDIT FACILITY | NOTE 11 — TERM LOANS AND REVOLVING CREDIT FACILITY Nomura Credit Agreement On June 23, 2021, the Company, and its wholly owned subsidiaries, BR Financial Holdings, LLC (the “Primary Guarantor”), and BR Advisory & Investments, LLC (the “Borrower”) entered into a credit agreement (as amended prior to the Second Amendment (as defined below) the “Credit Agreement”) with Nomura Corporate Funding Americas, LLC, as administrative agent (the “Administrative Agent”), and Wells Fargo Bank, N.A., as collateral agent (the “Collateral Agent”), for a four-year $200,000 secured term loan credit facility (the “Term Loan Facility”) and a four-year $80,000 secured revolving loan credit facility (the “Revolving Credit Facility”). On December 17, 2021 (the “Amendment Date”), the Company, the Primary Guarantor, and the Borrower entered into a Second Incremental Amendment to Credit Agreement (the “Second Amendment”), by and among the Company, the Primary Guarantor, the Borrower, each of the subsidiary guarantors signatory thereto, each of the lenders party thereto, the Administrative Agent and the Collateral Agent, pursuant to which the Borrower established an incremental facility in an aggregate principal amount of $100,000 (the “Incremental Facility” and the incremental term loans made thereunder, the “Incremental Term Loans”) of secured term loans under the Credit Agreement on terms identical to those applicable to the Term Loan Facility. The Borrower borrowed the full amount of the Incremental Term Loans on the Amendment Date. The Term Loan Facility, Revolving Credit Facility, and Incremental Facility, together, (“Credit Facilities”), mature on June 23, 2025, subject to acceleration or prepayment. Eurodollar loans under the Credit Facilities accrue interest at the Eurodollar Rate plus an applicable margin of 4.50%. Base rate loans accrue interest at the Base Rate plus an applicable margin of 3.50%. In addition to paying interest on outstanding borrowings under the Revolving Credit Facility, the Company is required to pay a quarterly commitment fee based on the unused portion of the Revolving Credit Facility, which is determined by the average utilization of the facility for the immediately preceding fiscal quarter. Subject to certain eligibility requirements, the assets of certain subsidiaries of the Company that hold credit assets, private equity assets, and public equity assets are placed into a borrowing base, which serves to limit the borrowings under the Credit Facilities. If borrowings under the facilities exceed the borrowing base, the Company is obligated to prepay the loans in an aggregate amount equal to such excess. The Credit Agreement and the Second Amendment contain certain representations and warranties (subject to certain agreed qualifications) that are customary for financings of this kind. The Credit Agreement and the Second Amendment contain certain affirmative and negative covenants customary for financings of this type that, among other things, limit the Company’s, the Primary Guarantor’s, the Borrower’s, and the Borrower’s subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, to enter into restrictive agreements, to make certain investments, loans, advances, guarantees and acquisitions, to prepay certain indebtedness and to pay dividends or to make other distributions or redemptions/repurchases in respect of their respective equity interests. In addition, the Credit Agreement and the Second Amendment contain a financial covenant that requires the Company to maintain Operating EBITDA of at least $135,000 and the Primary Guarantor to maintain net asset value of at least $1,100,000. The Credit Agreement and the Second Amendment contain customary events of default, including with respect to a failure to make payments under the credit facilities, cross-default, certain bankruptcy and insolvency events and customary change of control events. Commencing on September 30, 2022, the Term Loan Facility and Incremental Facility will amortize in equal quarterly installments of 1.25% of the aggregate principal amount of the term loan as of the closing date with the remaining balance due at final maturity. Quarterly installments from September 30, 2022 to March 31, 2025 are in the amount of $3,750 per quarter. As of December 31, 2021, the outstanding balance on the Term Loan Facility and Incremental Facility was $292,650 (net of unamortized debt issuance costs of $7,350). Interest on the term loan during the year ended December 31, 2021, was $5,907 (including amortization of deferred debt issuance costs of $766). The interest rate on the term loan as of December 31, 2021 was 4.72%. The Company had an outstanding balance of $80,000 under the Revolving Credit Facility as of December 31, 2021. Interest on the revolving facility during the year ended December 31, 2021 was $1,915 (including unused commitment fees of $76 and amortization of deferred financing costs of $305). The interest rate on the revolving facility as of December 31, 2021 was 4.67%. The Company is in compliance with all financial covenants in the Nomura Credit Agreement as of December 31, 2021. 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 limited company organized under the laws of India; and (c) 65% of the equity interests in magicJack VocalTec LTD., a limited company organized under the laws of Israel. Such security interests are evidenced by pledge, security and other related agreements. The BRPAC Credit Agreement contains certain covenants, including those limiting the Credit Parties’, and their subsidiaries’ ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. In addition, the BRPAC Credit Agreement requires the Credit Parties to maintain certain financial ratios. The BRPAC Credit Agreement also contains customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an event of default occurs, the agent would be entitled to take various actions, including the acceleration of amounts due under the outstanding BRPAC Credit Agreement. Under BRPAC Credit Agreement, the Company borrowed $80,000 due December 19, 2023. Pursuant to the terms of the BRPAC Credit Agreement, the Company may request additional optional term loans in an aggregate principal amount of up to $10,000 at any time prior to the first anniversary of the agreement date (the “Option Loan”) with a final maturity date of December 19, 2023. On February 1, 2019, the Credit Parties, the Closing Date Lenders, the Agent and City National Bank, as a new lender (the “New Lender”), entered into the First Amendment to the Credit Agreement and Joinder (the “First Amendment”) pursuant to which, among other things, (i) New Lender became a party to the BRPAC Credit Agreement, (ii) the New Lender extended to Borrowers the Option Loan in the amount of $10,000, (iii) the aggregate outstanding principal amount of the term loans was increased from $80,000 to $90,000; and (iv) the amortization schedule under the BRPAC was amended as set forth in the First Amendment. Additionally, in connection with the Option Loan, the Borrowers executed a term note in favor of New Lender dated February 1, 2019 in the amount of $10,000. On December 31, 2020, the Borrowers, the Secured Guarantors, the Agent and the Closing Date Lenders, entered into the Second Amendment to Credit Agreement (the “Second Amendment”) pursuant to which, 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) the Borrowers were permitted to make a one-time Permitted Distribution (as defined in the Second Amendment) in the amount of $30,000 on the date of the Second Amendment, (iii) the maturity date of the new Term Loans is five (5) years from the date of the Second Amendment, (iv) the interest rate margin was increased by 25 basis points as set forth in the Second Amendment, (v) the Borrowers agreed to make mandatory prepayments of the Term Loans from a portion of the Consolidated Excess Cash Flow (as defined in the Credit Agreement), (vi) the maximum Consolidated Total Funded Debt Ratio (as defined in the Credit Agreement) was increased as set forth in the Second Amendment and (vii) the Company and B. Riley Principal Investments, LLC entered into a reaffirmation of their guarantees of the Borrowers’ obligations under the Credit Agreement. Additionally, the Borrowers paid a commitment fee and an arrangement fee, each based on a percentage of the aggregate commitments, in each case upon the closing of the Second Amendment. On December 16, 2021, the Borrowers, the Secured Guarantors, the Agent and the Closing Date Lenders, entered into the Third Amendment to Credit Agreement (the “Third Amendment”) pursuant to which, among other things, replaced LIBOR with the Secured Overnight Financing Rate (“SOFR”) reference rate, and the Borrowers were permitted to make a one-time Permitted Distribution (as defined in the Third Amendment) in the amount of $30,000 on the date of the Third Amendment. Borrowings under the amended BRPAC Credit Agreement bear interest at a rate equal to (a) the SOFR rate for loans, plus (b) the applicable margin rate, which ranges from 2.75% to 3.25% per annum, based upon the Borrowers’ ratio of consolidated funded indebtedness to adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) for the preceding four fiscal quarters or other applicable period. As of December 31, 2021 and 2020, the interest rate on the amended BRPAC Credit Agreement was 3.17% and 3.40%, respectively. Principal outstanding under the amended BRPAC Credit Agreement is due in quarterly installments. Quarterly installments from March 31, 2022 to December 31, 2022 are in the amount of $4,116 per quarter, from March 31, 2023 to December 31, 2023 are in the amount of $3,631 per quarter, from March 31, 2024 to December 31, 2024 are in the amount of $3,147 per quarter, from March 31, 2025 to December 31, 2025 are $2,663 per quarter, and the remaining principal balance is due at final maturity on December 31, 2025. As of December 31, 2021, and 2020, the outstanding balance on the term loan was $53,735 (net of unamortized debt issuance costs of $582) and $74,213 (net of unamortized debt issuance costs of $787), respectively. Interest expense on the term loan during the years ended December 31, 2021, 2020, and 2019, was $2,468 (including amortization of deferred debt issuance costs of $300), $2,369 (including amortization of deferred debt issuance costs of $278) and $4,609 (including amortization of deferred debt issuance costs of $350), respectively. We are in compliance with all financial covenants in the amended BRPAC Credit Agreement as of December 31, 2021. |
Senior Notes Payable
Senior Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SENIOR NOTES PAYABLE | NOTE 12 — SENIOR NOTES PAYABLE Senior notes payable, net, is comprised of the following as of December 31, 2021 and 2020: December 31, December 31, 2021 2020 7.500% Senior notes due May 31, 2027 $ — $ 128,156 7.250% Senior notes due December 31, 2027 — 122,793 7.375% Senior notes due May 31, 2023 — 137,454 6.875% Senior notes due September 30, 2023 — 115,168 6.750% Senior notes due May 31, 2024 111,170 111,170 6.500% Senior notes due September 30, 2026 178,787 134,657 6.375% Senior notes due February 28, 2025 144,521 130,942 6.000% Senior notes due January 31, 2028 259,347 — 5.500% Senior notes due March 31, 2026 214,243 — 5.250% Senior notes due August 31, 2028 397,302 — 5.000% Senior notes due December 31, 2026 322,679 — 1,628,049 880,340 Less: Unamortized debt issuance costs (21,489 ) (9,557 ) $ 1,606,560 $ 870,783 During the year ended December 31, 2021, the Company issued $233,416 of senior notes with maturity dates ranging from May 2023 to August 2028 pursuant to At the Market Issuance Sales Agreements with B. Riley Securities, Inc., which governs the program of at-the-market sales of the Company’s senior notes. On January 25, 2021, the Company issued $230,000 of senior notes due in January 2028 (“6.0% 2028 Notes”) pursuant to a prospectus supplement dated February 12, 2020. Interest on the 6.0% 2028 Notes is payable quarterly at 6.0%. The 6.0% 2028 Notes are unsecured and due and payable in full on January 31, 2028. In connection with the issuance of the 6.0% 2028 Notes, the Company received net proceeds of $225,723 (after underwriting commissions, fees, and other issuance costs of $4,277). The 6.0% 2028 Notes bear interest at the rate of 6.0% per annum. On March 29, 2021, the Company issued $159,493 of senior notes due in March 2026 (“5.5% 2026 Notes”) pursuant to a prospectus supplement dated January 28, 2021. Interest on the 5.5% 2026 Notes is payable quarterly at 5.5%. The 5.5% 2026 Notes are unsecured and due and payable in full on March 31, 2026. In connection with the issuance of the 5.5% 2026 Notes, the Company received net proceeds of $156,260 (after underwriting commissions, fees, and other issuance costs of $3,233). The 5.5% 2026 Notes bear interest at the rate of 5.5% per annum. On March 31, 2021, the Company exercised its option for early redemption at par $128,156 of senior notes due in May 2027 (“7.50% 2027 Notes”) pursuant to the second supplemental indenture dated May 31, 2017. The total redemption payment included $1,602 in accrued interest. On July 26, 2021, the Company redeemed, in full, $122,793 aggregate principal amount of its 7.25% Senior Notes due 2027 (“7.25% 2027 Notes”) pursuant to the third supplemental indenture dated December 31, 2017. The 7.25% Notes had an aggregate principal amount of $122,793. 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 $2,127 in accrued interest. In connection with the full redemption, the 7.25% 2027 Notes, which were listed on NASDAQ under the ticker symbol “RILYG,” were delisted from NASDAQ and ceased trading on the redemption date. On August 4, 2021, the Company issued $316,250 of senior notes due in August 2028 (“5.25% 2028 Notes”) pursuant to a prospectus supplement dated January 28, 2021. Interest on the 5.25% 2028 Notes is payable quarterly at 5.25%. The 5.25% 2028 Notes are unsecured and due and payable in full on August 31, 2028. In connection with the issuance of the 5.25% 2028 Notes, the Company received net proceeds of $308,659 (after underwriting commissions, fees, and other issuance costs of $7,591). The 5.25% 2028 Notes bear interest at the rate of 5.25% per annum. On September 4, 2021, the Company redeemed, in full, $137,454 aggregate principal amount of its 7.375% Senior Notes due 2023 (“7.375% 2023 Notes”) pursuant to the fifth supplemental indenture dated September 11, 2018. The redemption price was equal to 101.5% of the aggregate principal amount, plus any accrued and unpaid interest up to, but excluding, the redemption date. The total redemption payment included approximately $957 in accrued interest and $2,062 in premium. In connection with the full redemption, the 7.375% 2023 Notes, which were listed on NASDAQ under the ticker symbol “RILYH,” were delisted from NASDAQ and ceased trading on the redemption date. On October 22, 2021, the Company redeemed, in full, $115,726 aggregate principal amount of its 6.875% Senior Notes due 2023 (the “6.875% 2023 Notes”) pursuant to the fifth supplemental indenture dated September 11, 2018. The redemption price was equal to 101.0% of the aggregate principal amount, plus accrued and unpaid interest, up to, but excluding, the redemption date. The total redemption payment included approximately $1,812 in accrued interest and $1,157 in premium. In connection with the full redemption, the 6.875% 2023 Notes under the ticker symbol “RILYI,” were delisted from NASDAQ and ceased trading on the redemption date. On December 3, 2021, the Company issued $322,679 of senior notes due in December 2026 (“5.00% 2026 Notes”) pursuant to a prospectus supplement dated November 29, 2021. Interest on the 5.00% 2026 Notes is payable quarterly at 5.00%. The 5.00% 2026 Notes are unsecured and due and payable in full on December 31, 2026. In connection with the issuance of the 5.00% 2026 Notes, the Company received net proceeds of $317,633 (after underwriting commissions, fees, and other issuance costs of $5,046). The 5.00% 2026 Notes bear interest at the rate of 5.00% per annum. As of December 31, 2021 and 2020, the total senior notes outstanding was $1,606,560 (net of unamortized debt issue costs of $21,489) and $870,783 (net of unamortized debt issue costs of $9,557) with a weighted average interest rate of 5.69% and 6.95%, respectively. Interest on senior notes is payable on a quarterly basis. Interest expense on senior notes totaled $81,475, $61,233, and $43,823 during the years ended December 31, 2021, 2020, and 2019, respectively. Sales Agreement Prospectus to Issue Up to $250,000 of Senior Notes The most recent sales agreement prospectus was filed by us with the SEC on January 5, 2022 (the “January 2022 Sales Agreement Prospectus”) superseding the prospectus filed with the SEC on August 11, 2021, the prospectus filed with the SEC on April 6, 2021, and the prospectus filed with the SEC on January 28, 2021. This program provides for the sale by the Company of up to $250,000 of certain of the Company’s senior notes. As of December 31, 2021, the Company had $111,911 remaining availability under the January 2022 Sales Agreement. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | NOTE 13 — REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue from contracts with customers by reportable segment during the years ended December 31, 2021, 2020, and 2019 is as follows: Capital Wealth Auction and Financial Principal Investments - Markets Management Liquidation Consulting Communications Brands 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 Advertising, licensing and other (1) — — 53,348 — 14,198 20,308 87,854 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 122,722 — — — — — 122,722 Trading gains on investments 368,537 7,623 — — — — 376,160 Fair value adjustment on loans 10,516 — — — — — 10,516 Other 35,920 15,874 — — — — 51,794 Total revenues $ 1,077,093 $ 381,984 $ 73,517 $ 94,312 $ 93,347 $ 20,308 $ 1,740,561 (1) Includes sale of goods of $53,348 in Auction Liquidation and $4,857 in Principal Investments - Communications. Revenues for the year ended December 31, 2020: Corporate finance, consulting and investment banking fees $ 255,023 $ — $ — $ 54,051 $ — $ — $ 309,074 Wealth and asset management fees 7,391 71,204 — — — — 78,595 Commissions, fees and reimbursed expenses 48,416 — 50,035 36,855 — — 135,306 Subscription services — — — — 72,666 — 72,666 Service contract revenues — — 13,066 — — — 13,066 Advertising, licensing and other (1) — — 25,663 — 14,472 16,458 56,593 Total revenues from contracts with customers 310,830 71,204 88,764 90,906 87,138 16,458 665,300 Interest income - Loans and securities lending 102,499 — — — — — 102,499 Trading gains on investments 125,247 804 — — — — 126,051 Fair value adjustment on loans (22,033 ) — — — — — (22,033 ) Other 29,047 1,141 — 716 — — 30,904 Total revenues $ 545,590 $ 73,149 $ 88,764 $ 91,622 $ 87,138 $ 16,458 $ 902,721 (1) Includes sale of goods of $25,663 in Auction Liquidation and $3,472 in Principal Investments - Communications. Revenues for the year ended December 31, 2019: Corporate finance, consulting and investment banking fees $ 129,477 $ 2 $ — $ 37,471 $ — $ — $ 166,950 Wealth and asset management fees 18,421 64,357 — — — — 82,778 Commissions, fees and reimbursed expenses 42,503 — 49,849 38,821 — — 131,173 Subscription services — — — — 82,088 — 82,088 Service contract revenues — — (31,553 ) — — — (31,553 ) Advertising, licensing and other (1) — — 4,220 — 18,774 4,055 27,049 Total revenues from contracts with customers 190,401 64,359 22,516 76,292 100,862 4,055 458,485 Interest income - Loans and securities lending 77,221 — — — — — 77,221 Trading gains on investments 92,379 1,826 — — — — 94,205 Fair value adjustment on loans 12,258 — — — — — 12,258 Other 9,229 714 — — — — 9,943 Total revenues $ 381,488 66,899 22,516 76,292 100,862 4,055 652,112 (1) Includes sale of goods of $4,220 in Auction Liquidation and $3,715 in Principal Investments - Communications. Revenues are recognized when control of the promised goods or performance obligations for services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring the Company’s progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a 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. Revenues by geographic region by segment is included in Note 22 – 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 Wealth and asset management fees Commissions, fees and reimbursed expenses Subscription services Service contract revenues 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. Negative revenue from one retail liquidation engagement contributed to the Company reporting negative service contract revenues of $31,553 in the Auction and Liquidation segment during the year ended December 31, 2019. Advertising, licensing and other 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. 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, 2021. 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, 2021. 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 $49,673 and $40,806 as of December 31, 2021 and 2020, respectively. The Company had no significant impairments related to these receivables during the years ended December 31, 2021 and 2020. The Company also has $12,315 and $5,712 of unbilled receivables included in prepaid expenses and other assets as of December 31, 2021 and 2020, respectively, and advances against customer contracts of $200 included in prepaid expenses and other assets as of December 31, 2021 and 2020, 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, 2021 and 2020 was $69,507 and $68,651, respectively. The Company expects to recognize the deferred revenue of $69,507 as of December 31, 2021 as service and fee revenues when the performance obligation is met during the years December 31, 2022, 2023, 2024, 2025 and 2026 in the amount of $39,181, $11,364, $7,936, $5,265, and $2,745, respectively. The Company expects to recognize the deferred revenue of $3,016 after December 31, 2026. During the years ended December 31, 2021, 2020, and 2019, the Company recognized revenue of $39,906, $38,330, and $39,885 that was recorded as deferred revenue, 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 $1,605 and $279 as of December 31, 2021 and 2020, respectively, and are recorded in prepaid expenses and other assets in the consolidated balance sheets. During the years ended December 31, 2021, 2020, and 2019, the Company recognized expenses of $580, $405, and $2,755 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, 2021, 2020, and 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14 — INCOME TAXES The Company’s provision for income taxes consists of the following during the years ended December 31, 2021, 2020, and 2019: Year Ended December 31, 2021 2020 2019 Current: Federal $ 67,322 $ 4,730 $ 16,499 State 30,036 3,297 6,176 Foreign 4,796 5,344 1,092 Total current provision 102,154 13,371 23,767 Deferred: Federal 42,734 41,979 10,702 State 17,824 18,518 175 Foreign 1,248 1,572 — Total deferred 61,806 62,069 10,877 Total provision for income taxes $ 163,960 $ 75,440 $ 34,644 A reconciliation of the federal statutory rate of 21% to the effective tax rate for income before income taxes is as follows during the years ended December 31, 2021, 2020, and 2019: Year Ended December 31, 2021 2020 2019 Provision for income taxes at federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 6.5 % 6.3 % 5.9 % Noncontrolling interest tax differential 0.1 % (0.1 %) (0.1 %) Employee stock based compensation (1.1 %) (2.2 %) (0.9 %) Other 0.2 % 2.0 % 3.8 % Effective income tax rate 26.7 % 27.0 % 29.7 % Deferred income tax assets (liabilities) consisted of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Deferred tax assets: Accrued liabilities and other $ 8,286 $ 2,066 Mandatorily redeemable noncontrolling interests 1,190 1,190 Other 649 — State taxes 5,321 237 Share based payments 6,871 — Foreign tax and other tax credit carryforwards 490 1,558 Capital loss carryforward 62,539 61,315 Net operating loss carryforward 32,445 33,185 Total deferred tax assets 117,791 99,551 Deferred tax liabilities: Deductible goodwill and other intangibles (5,129 ) (2,333 ) Share based payments — (434 ) Depreciation (1,592 ) (112 ) Deferred revenue (116,631 ) (43,631 ) Other (6,483 ) (4,902 ) Total deferred tax liabilities (129,835 ) (51,412 ) Net deferred tax assets (12,044 ) 48,139 Valuation allowance (78,163 ) (78,289 ) Net deferred tax liabilities $ (90,207 ) $ (30,150 ) Deferred tax assets, net $ 2,848 $ 4,098 Deferred tax liabilities, net (93,055 ) (34,248 ) Net deferred tax liabilities $ (90,207 ) $ (30,150 ) The Company’s income before income taxes of $614,762 during the year ended December 31, 2021 includes a United States component of income before income taxes of $598,882 and a foreign component comprised of income before income taxes of $15,880. As of December 31, 2021, the Company had federal net operating loss carryforwards of $48,869 and state net operating loss carryforwards of $52,548. The Company’s federal net operating loss carryforwards will expire in the tax years commencing in December 31, 2031 through December 31, 2038, the state net operating loss carryforwards will expire in tax years commencing in December 31, 2025. 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, 2021, the Company believes that the existing net operating loss carryforwards will be utilized in future tax periods before the loss carryforwards expire and it is more-likely-than-not that future taxable earnings will be sufficient to realize its deferred tax assets and has not provided a valuation allowance. The Company does not believe that it is more likely than not that it will be able to utilize the benefits related to capital loss carryforwards and has provided a valuation allowance in the amount of $65,900 against these deferred tax assets. As of December 31, 2021, the Company had gross unrecognized tax benefits totaling $10,826 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, 2021 Beginning balance $ 10,561 Additions for current year tax positions 15 Additions for prior year tax positions 331 Reductions for prior year tax positions (4 ) Reductions due to lapse in statutes of limitations (77 ) Ending balance $ 10,826 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, 2018 to 2021. As of December 31, 2021, the Company believes it is reasonably possible that its gross liabilities for unrecognized tax benefits may decrease by approximately $43 within the next 12 months due to expiration of statute of limitations. During the year ended December 31, 2021, the Company had accrued interest and penalties relating to uncertain tax positions of $551 and $5,345 for UOL and magicJack, respectively, all of which was included in income taxes payable. During the year ended December 31, 2021, the Company recorded a benefit of $103 for UOL related to interest and penalties for uncertain tax positions primarily due to the lapse in statute of limitations. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 15 — EARNINGS PER SHARE Basic earnings per share is calculated by dividing net income by the weighted-average number of shares outstanding during the period. Diluted earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding, after giving effect to all dilutive potential common shares outstanding during the period. Remeasurements to the carrying value of the redeemable noncontrolling interests in equity of subsidiaries are not deemed to be a dividend (see Note 2(v)). According to ASC 480 - Distinguishing Liabilities from Equity Basic common shares outstanding exclude 387,365 common shares in 2019 that were held in escrow and subject to forfeiture. The 387,365 common shares held in escrow were forfeited and cancelled on June 11, 2020 to indemnify the Company for certain representations and warranties and related claims pursuant to a related acquisition agreement. Securities that could potentially dilute basic net income per share in the future that were not included in the computation of diluted net income per share were 1,639,310, 1,445,301, and 1,334,810 during the years ended December 31, 2021, 2020, and 2019, respectively, because to do so would have been anti-dilutive. Basic and diluted earnings per share were calculated as follows: Year Ended December 31, 2021 2020 2019 Net income attributable to B. Riley Financial, Inc. $ 445,054 $ 205,148 $ 81,611 Preferred stock dividends (7,457 ) (4,710 ) (264 ) Net income applicable to common shareholders $ 437,597 $ 200,438 $ 81,347 Weighted average common shares outstanding: Basic 27,366,292 25,607,278 26,401,036 Effect of dilutive potential common shares: Restricted stock units and warrants 1,514,728 901,119 1,082,700 Contingently issuable shares 124,582 — 45,421 Diluted 29,005,602 26,508,397 27,529,157 Basic income per common share $ 15.99 $ 7.83 $ 3.08 Diluted income per common share $ 15.09 $ 7.56 $ 2.95 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | NOTE 16 — ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consist of the following: December 31, December 31, 2021 2020 Accrued payroll and related expenses $ 107,904 $ 67,333 Dividends payable 28,486 1,987 Income taxes payable 39,776 29,177 Other tax liabilities 20,106 18,047 Accrued expenses 96,250 28,210 Other liabilities 51,228 28,424 Accrued expenses and other liabilities $ 343,750 $ 173,178 Other tax liabilities primarily consist of uncertain tax positions, sales and VAT taxes payable, and other non-income tax liabilities. Accrued expenses primarily consist of accrued trade payables, investment banking payables and legal settlements. Other liabilities primarily consist of interest payables, customer deposits, and accrued legal fees. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 17 — 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 view of the number and diversity of claims against the Company, the number of jurisdictions in which litigation is pending, and the inherent difficulty of predicting the outcome of litigation and other claims, the Company cannot state with certainty what the eventual outcome of pending litigation or other claims will be. Notwithstanding this uncertainty, the Company does not believe that the results of these claims are likely to have a material effect on its financial position or results of operations. (b) Babcock & Wilcox Commitments and Guarantee On June 30, 2021, the Company agreed to guaranty (the “B. Riley Guaranty”) up to $110,000 of obligations that Babcock & Wilcox Enterprises, Inc. (“B&W”) may owe to providers of cash collateral pledged in connection with B&W’s debt financing. The B. Riley Guaranty is enforceable in certain circumstances, including, among others, certain events of default and the acceleration of B&W’s obligations under a reimbursement agreement with respect to such cash collateral. B&W will pay the Company $935 per annum in connection with the B. Riley Guaranty. B&W has agreed to reimburse the Company to the extent the B. Riley Guaranty is called upon. On August 10, 2020, the Company entered into a project specific indemnity rider to a general agreement of indemnity made by B&W in favor of one of its sureties. Pursuant to the indemnity rider, the Company agreed to indemnify the surety in connection with a default by B&W under the underlying indemnity agreement relating to a $29,970 payment and performance bond issued by the surety in connection with a construction project undertaken by B&W. In consideration for providing the indemnity rider, B&W paid the Company fees in the amount of $600 on August 26, 2020. On December 22, 2021, the Company entered into a general agreement of indemnity in favor of one of B&W’s sureties. Pursuant to this indemnity agreement, the Company agreed to indemnify the surety in connection with a default by B&W under a EUR 30,000 payment and performance bond issued by the surety in connection with a construction project undertaken by B&W. In consideration for providing the indemnity, B&W paid the Company fees in the amount of $1,694 on January 20, 2022. (c) Other Commitments On June 19, 2020, the Company participated in a loan facility agreement to provide a total loan commitment up to 33,000 EUROS to a retailer in Europe. The Company made an initial funding of 6,600 EUROS in July 2020 and no additional borrowings were made after the initial funding. On December 29, 2021, the availability period under the loan expired, leaving no outstanding commitments under the facility as of December 31, 2021. As of December 31, 2020, unused commitments of 26,400 EUROS were outstanding under the facility. In the normal course of business, the Company enters into commitments to its clients in connection with capital raising transactions, such as firm commitment underwritings, equity lines of credit, or other commitments to provide financing on specified terms and conditions. These commitments require the Company to purchase securities at a specified price or otherwise provide debt or equity financing on specified terms. Securities underwriting exposes the Company to market and credit risk, primarily in the event that, for any reason, securities purchased by the Company cannot be distributed at the anticipated price and to balance sheet risk in the event that debt or equity financing commitments cannot be syndicated. |
Share-Based Payments
Share-Based Payments | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED PAYMENTS | NOTE 18 — SHARE-BASED PAYMENTS (a) 2021 Stock Incentive Plan The 2021 Stock Incentive Plan (the “2021 Plan”) replaced the Amended and Restated 2009 Stock Incentive Plan with a total grant date fair value of $35,289 and 1,958,540 performance stock units with a total grant date fair value of $67,227. with a total grant date fair value of $8,818. 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. As of December 31, 2021, the expected remaining unrecognized share-based compensation expense of $82,639 was to be expensed over a weighted average period of 1.9 years. As of December 31, 2020, the expected remaining unrecognized share-based compensation expense of $11,156 was to be expensed over a weighted average period of 1.9 years. A summary of equity incentive award activity during the years ended December 31, 2021 and 2020 was as follows: Weighted Average Shares Fair Value Nonvested at December 31, 2019 2,263,988 $ 12.35 Granted 465,711 18.93 Vested (1,730,734 ) 10.88 Forfeited (171,743 ) 11.47 Nonvested at December 31, 2020 827,222 $ 19.29 Granted 2,474,692 41.43 Vested (412,272 ) 19.97 Forfeited (5,766 ) 50.52 Nonvested at December 31, 2021 2,883,876 $ 38.21 The per-share weighted average grant-date fair value of restricted stock units granted during the years ended December 31, 2021 and 2020 was $68.37 and $18.93, respectively. For the year ended December 31, 2021, the grant-date per-share weighted average fair value of performance stock units granted was $34.33. During the year ended December 31, 2021, the total fair value of shares vested was $8,233. During the year ended December 31, 2020, the total fair value of shares vested was $18,831, which included $11,236 in performance based restricted stock units which fully vested in December 2020. (b) Amended and Restated FBR & Co. 2006 Long-Term Stock Incentive Plan In connection with the acquisition of FBR & Co. on June 1, 2017, the equity awards previously granted or available for issuance under the FBR & Co. 2006 Long-Term Stock Incentive Plan (the “FBR Stock Plan”) may be issued. On May 27, 2021, the FBR Stock Plan was replaced by the 2021 Plan. During the year ended December 31, 2021, the Company granted restricted stock units representing 15,334 shares of common stock with a total grant date fair value of $1,007 and 140,000 performance stock units with a grant date fair value of $5,202 under the FBR Stock Plan. During the year ended December 31, 2020, the Company granted, restricted stock units representing 142,029 shares of common stock with a total grant date fair value of $2,603 under the FBR Stock Plan. The share-based compensation expense in connection with the FBR Stock Plan restricted stock awards was $2,085, $3,381, and $3,969 during the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021, the expected remaining unrecognized share-based compensation expense of $5,183 will be expensed over a weighted average period of 1.2 years. As of December 31, 2020, the expected remaining unrecognized share-based compensation expense of $3,686 will be expensed over a weighted average period of 1.8 years. A summary of equity incentive award activity as of December 31, 2021 and 2020 was as follows: Weighted Average Shares Fair Value Nonvested at December 31, 2019 485,033 $ 18.33 Granted 142,029 18.33 Vested (310,867 ) 17.37 Forfeited (26,075 ) 19.21 Nonvested at December 31, 2020 290,120 $ 19.33 Granted 155,334 39.98 Vested (150,337 ) 20.08 Forfeited (10,636 ) 30.59 Nonvested at December 31, 2021 284,481 $ 30.06 The per-share weighted average grant-date fair value of restricted stock units granted as of December 31, 2021 and 2020 was $65.69 and $18.33, respectively. As of December 31, 2021, the grant-date per-share weighted average fair value of performance stock units granted was $37.16. The total fair value of shares vested as of December 31, 2021 and 2020 was $3,018 and $5,400, respectively. |
Benefit Plans and Capital Trans
Benefit Plans and Capital Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
BENEFIT PLANS AND CAPITAL TRANSACTIONS | NOTE 19 — 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 $2,125, $1,565 and $1,424 were made during the years ended December 31, 2021, 2020, and 2019, respectively. (b) Employee Stock Purchase Plan In connection with the Company’s Employee Stock Purchase Plan, share based compensation was $758, $377 and $322 during the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021, there were 450,717 shares reserved for issuance under the Purchase Plan. As of December 31, 2020, there were 502,326 shares 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, 2021, the Company repurchased 44,650 shares of its common stock for $2,656, which represents an average price of $59.49 per common share. The shares repurchased under the program were retired. On October 25, 2021, the share repurchase program was reauthorized by the Board of Directors for share repurchases up to $50,000 of its outstanding common shares and expires in October 2022. During the year ended December 31, 2020, the Company repurchased 2,165,383 shares of its common stock for $48,248 which represents an average price of $22.28 per common share. On July 1, 2020, the Company entered into an agreement to repurchase 900,000 shares of its common stock for $19,800 ($22.00 per common share) from one of its shareholders. In accordance with the agreement, the Company repurchased 450,000 shares for $9,900 on July 2, 2020 and the remaining 450,000 shares were repurchased for $9,900 on November 2, 2020. In addition to the repurchases of common stock, 387,365 shares of the Company’s common stock that were previously held in escrow in connection with the acquisition of a wealth management company in 2017 were forfeited and cancelled on June 11, 2020 to indemnify the Company for certain representations and warranties and related claims pursuant to a related acquisition agreement. In January and February of 2020, the Company repurchased 880,000 shares of its common stock in a block purchase from an existing stockholder as part of a privately-negotiated transaction. The Company purchased the shares at $24.4725 per share for an aggregate amount of $21,536. On January 15, 2021, the Company issued 1,413,045 shares of common stock inclusive of 184,310 shares issued pursuant to the full exercise of the Underwriter’s option to purchase additional shares of common stock at a price of $46 per share for net proceeds of approximately $64,713 after underwriting fees and costs. (d) Preferred Stock On October 7, 2019, the Company closed its public offering of depositary shares (the “Depositary Shares”), each representing 1/1000 th During the years ended December 31, 2021 and 2020, the Company issued depositary shares equivalent to 233 and 232 shares, respectively, of the Series A Preferred Stock through ATM sales. There were 2,814 and 2,581 shares issued and outstanding as of December 31, 2021 and 2020, respectively. Total liquidation preference for the Series A Preferred Stock as of December 31, 2021 and 2020, was $70,362 and $64,519, respectively. Dividends on the Series A preferred paid during the years ended December 31, 2021 and 2020, were $1.71875 and $1.71875 per depositary share, respectively. On September 4, 2020, the Company issued depositary shares each representing 1/1000th of a share of 7.375% Series B Cumulative Perpetual Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”). The Series B Preferred Stock has a liquidation preference of $25 per 1/1000 depositary share or $25,000 per preferred share. As a result of the offering the Company issued 1,300 shares of Series B Preferred Stock represented by 1,300,000 depositary shares. The offering resulted in gross proceeds of approximately $32,500. The Company may elect from time to time to offer the Series B Preferred Stock via ATM sales. During the years ended December 31, 2021 and 2020, the Company issued depositary shares equivalent to 307 and 90 shares, respectively, of the Series B Preferred Stock through ATM sales. There were 1,697 shares and 1,390 shares issued and outstanding as of December 31, 2021, and 2020, respectively. Total liquidation preference for the Series B Preferred Stock as of December 31, 2021 and 2020, was $42,428 and $34,741, respectively. Dividends on the Series B preferred paid during the years ended December 31, 2021 and 2020, were $1.84375 and $0.29193 per depositary share, respectively. 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, 2021, 2020, and 2019, we paid cash dividends on our common stock of $347,135, $38,792, and $41,138, respectively. On February 23, 2022, the Company declared a regular quarterly dividend of $1.00 per share, which will be paid on or about March 23, 2022 to stockholders of record as of March 9, 2022. On October 28, 2021, we declared a regular dividend of $1.00 per share and special dividend of $3.00 per share that will be paid on or about November 23, 2021 to stockholders of record as of November 9, 2021. On July 29, 2021, we declared a regular dividend of $0.50 per share and special dividend of $1.50 per share that was paid on August 26, 2021 to stockholders of record as of August 13, 2021. On May 3, 2021, we declared a regular dividend of $0.50 per share and special dividend of $2.50 per share that was paid on May 28, 2021 to stockholders of record as of May 17, 2021. 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 $0.50 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, 2021, 2020, and 2019 was as follows: Regular Dividend Special Dividend Total Dividend Date Declared Date Paid Stockholder Record Date Amount Amount Amount October 28, 2021 November 23, 2021 November 9, 2021 $ 1.000 $ 3.000 $ 4.000 July 29, 2021 August 26, 2021 August 13, 2021 0.500 1.500 2.000 May 3, 2021 May 28, 2021 May 17, 2021 0.500 2.500 3.000 February 25, 2021 March 24, 2021 March 10, 2021 0.500 3.000 3.500 October 28, 2020 November 24, 2020 November 10, 2020 0.375 0.000 0.375 July 30, 2020 August 28, 2020 August 14, 2020 0.300 0.050 0.350 May 8, 2020 June 10, 2020 June 1, 2020 0.250 0.000 0.250 March 3, 2020 March 31, 2020 March 17, 2020 0.250 0.100 0.350 October 30, 2019 November 26, 2019 November 14, 2019 0.175 0.475 0.650 August 1, 2019 August 29, 2019 August 15, 2019 0.175 0.325 0.500 May 1, 2019 May 29, 2019 May 15, 2019 0.080 0.180 0.260 March 5, 2019 March 26, 2019 March 19, 2019 0.080 0.000 0.080 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. On January 9, 2020, the Company declared a cash dividend of $0.4296875 per Depositary Share, which was paid on January 31, 2020 to holders of record as of the close of business on January 21, 2020. On April 5, 2021, the Company declared a cash dividend $0.4296875 per Depositary Share, which was paid on April 30, 2021 to holders of record as of the close of business on April 20, 2021. On July 8, 2021, the Company declared a cash dividend $0.4296875 per Depositary Share, which was paid on August 2, 2021 to holders of record as of the close of business on July 21, 2021. On October 6, 2021, the Company declared a cash dividend $0.4296875 per Depositary Share, which was paid on November 1, 2021 to holders of record as of the close of business on October 21, 2021. On January 10, 2022, the Company declared a cash dividend $0.4296875 per Depositary Share, which was paid on January 31, 2022 to holders of record as of the close of business on January 21, 2022. Holders of Series B Preferred Stock, when and as authorized by the board of directors of the Company, are entitled to cumulative cash dividends at the rate of 7.375% per annum of the $25,000 liquidation preference ($25.00 per Depositary Share) per year (equivalent to $1,843.75 or $1.84375 per Depositary Share). Dividends will be payable quarterly in arrears, on or about the last day of January, April, July and October On April 5, 2021, the Company declared a cash dividend $0.4609375 per Depositary Share, which was paid on April 30, 2021 to holders of record as of the close of business on April 20, 2021. On July 8, 2021, the Company declared a cash dividend $0.4609375 per Depositary Share, which was paid on August 2, 2021 to holders of record as of the close of business on July 21, 2021. On October 6, 2021, the Company declared a cash dividend $0.4609375 per Depositary Share, which was paid on November 1, 2021 to holders of record as of the close of business on October 21, 2021. On January 10, 2022, the Company declared a cash dividend $0.4609375 per Depositary Share, which was paid on January 31, 2022 to holders of record as of the close of business on January 21, 2022. Our principal sources of liquidity to finance our business is our existing cash on hand, cash flows generated from operating activities, funds available under revolving credit facilities and special purpose financing arrangements. |
Net Capital Requirements
Net Capital Requirements | 12 Months Ended |
Dec. 31, 2021 | |
Broker-Dealer [Abstract] | |
NET CAPITAL REQUIREMENTS | NOTE 20 — NET CAPITAL REQUIREMENTS B. Riley Securities (“BRS”), B. Riley Wealth Management (“BRWM”), and National Securities Corporation (“NSC”), 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, 2021, BRS had net capital of $277,611, which was $265,093 in excess of its required minimum net capital of $12,518; BRWM had net capital of $13,833, which was $12,819 in excess of its required minimum net capital of $1,014; and NSC had net capital of $1,959 which was $959 in excess of required minimum net capital of $1,000. As of December 31, 2020, BRS had net capital of $146,060, which was $140,101 in excess of its required minimum net capital of $5,959; and BRWM had net capital of $4,998, which was $4,299 in excess of its required minimum net capital of $699. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 21 — RELATED PARTY TRANSACTIONS The Company provides asset management and placement agent services to unconsolidated funds affiliated with the Company (the “Funds”). In connection with these services, the Funds may bear certain operating costs and expenses which are initially paid by the Company and subsequently reimbursed by the Funds. As of December 31, 2021, amounts due from related parties of $2,306 included $621 from the Funds for management fees and other operating expenses, and $1,635 due from CA Global Partners (“CA Global”) for operating expenses related to wholesale and industrial liquidation engagements managed by CA Global on behalf of GA Global Partners. As of December 31, 2020, amounts due from related parties of $1,037 included $604 from the Funds for management fees and other operating expenses and $433 due from CA Global for operating expenses related to wholesale and industrial liquidation engagements managed by CA Global on behalf of GA Global Partners. During the years ended December 31, 2021 and 2020, the Company recorded interest expense of $525 and $1,710, respectively, related to loan participations sold to BRC Partners Opportunity Fund, LP (“BRCPOF”), a private equity fund managed by one of its subsidiaries. The Company also recorded commission income of $555 and $568 from introducing trades on behalf of BRCPOF during the years ended December 31, 2021 and 2020, respectively. Our executive officers and members of our board of directors have a 55.8% financial interest, which includes a financial interest of Bryant Riley, our Co-Chief Executive Officer, of 31.8% in the BRCPOF as of December 31, 2021. The Company had no outstanding loan participations to BRCPOF as of December 31, 2021 and had $14,816 outstanding as of December 31, 2020. In June 2020, the Company entered into an investment advisory services agreement with Whitehawk Capital Partners, L.P. (“Whitehawk”), a limited partnership controlled by Mr. J. Ahn, who is the brother of Phil Ahn, the Company’s Chief Financial Officer and Chief Operating Officer. Whitehawk has agreed to provide investment advisory services for GACP I, L.P. and GACP II, L.P. During the years ended December 31, 2021 and 2020, management fees paid for investment advisory services by Whitehawk was $1,729 and $1,214, respectively. The Company periodically participates in loans and financing arrangements for which the Company has an equity ownership and representation on the board of directors (or similar governing body). The Company may also provide consulting services or investment banking services to raise capital for these companies. These transactions can be summarized as follows: Babcock and Wilcox The Company had a last-out term loan receivable due from B&W that is included in loans receivable, at fair value with a fair value of $176,191 as of December 31, 2020. On June 1, 2021 the Company agreed to settle the outstanding balance and accrued interest on the last-out term loan receivable in exchange for $848 and 2,916,880 shares of B&W’s 7.75% Series A Cumulative Perpetual Preferred Stock. During the years ended December 31, 2021 and 2020, the Company earned $15,766 and $2,486, respectively, of underwriting and financial advisory and other fees from B&W in connection with B&W’s capital raising activities. One of the Company’s wholly owned subsidiaries entered into a services agreement with B&W that provided for the President of the Company to serve as the Chief Executive Officer of B&W until November 30, 2020 (the “Executive Consulting Agreement”), unless terminated by either party with thirty days written notice. The agreement was extended through December 31, 2023. Under this agreement, fees for services provided are $750 per annum, paid monthly. In addition, subject to the achievement of certain performance objectives as determined by B&W’s compensation committee of the board, a bonus or bonuses may also be earned and payable to the Company. 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 17 – Commitments and Contingencies. Maven The Company has loans receivable due from the Maven, Inc. that are included in loans receivable, at fair value of $69,835 and $56,552 as of December 31, 2021 and 2020, respectively. Interest on these loans is payable at 10% per annum with maturity dates through December 2022. Lingo The Company has loans receivable due from Lingo Management LLC (“Lingo”) included in loans receivable, at fair value with a fair value of $58,565 and $55,066 as of December 31, 2021 and 2020, respectively. The term loan bears interest at 16.0% per annum with a maturity date of December 1, 2022. The term loan has a conversion feature under which $17,500 will convert to additional equity ownership upon receipt of certain regulatory approval. If those regulatory approvals are received, the conversion would increase the Company’s ownership interest in Lingo from 40% to 80%. On August 1, 2021, the credit agreement was amended to allow the borrower to elect that a portion of interest payable be payable in kind. On March 10, 2021, the Company also extended a promissory note to Lingo Communications, LLC (a wholly owned subsidiary of Lingo) in the amount of $1,100. The note bears interest at 6% per annum with a maturity date of March 31, 2022. bebe The Company had a loan receivable due from bebe included in loans receivable, at fair value with a fair value of $8,000 as of December 31, 2020. The term loan bore interest at 16.0% per annum and had a maturity date of November 10, 2021. The term loan was paid in full in August 2021. 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 serves 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. The promissory note was paid in full in December 2021. California Natural Resources Group, LLC. On November 1, 2021 the Company extended a $34,393 bridge promissory note bearing interest at up to 10% per annum (the “Bridge Note”) to California Natural Resources Group, LLC (“CalNRG”). As of December 31, 2021, the Bridge Note is included in loans receivable, at fair value in the amount of $34,000. On January 3, 2022, CalNRG repaid the Bridge Note using proceeds from a new credit facility with a third party bank (the “CalNRG Credit Facility”). The Company has guaranteed CalNRG’s obligations, up to $10,375, under the CalNRG Credit Facility. Other As of December 31, 2021, the Company has loans receivable due from other related parties in the amount of $4,201. 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 year ended December 31, 2021, the Company earned $26,236 of fees related to these services. |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | NOTE 22 — BUSINESS SEGMENTS The Company’s business is classified into the Capital Markets segment, Wealth Management segment, Auction and Liquidation segment, Financial Consulting segment, Principal Investments - Communications segment and Brands segment. These reportable segments are all distinct businesses, each with a different marketing strategy and management structure. During the fourth quarter of 2020, the Company realigned its segment reporting structure to reflect organizational management changes. Under the new structure, the valuation and appraisal businesses are reported in the Financial Consulting segment and our bankruptcy, financial advisory, forensic accounting, and real estate consulting businesses that were previously reported in the Capital Markets segment are now reported in the Financial Consulting segment. As a result of the National acquisition, the Company realigned its segment reporting structure in the first quarter of 2021 to reflect organizational management changes for its wealth management business. Under the new structure, the wealth management business previously reported in the Capital Markets segment are now reported in the Wealth Management segment. Under the new structure, there is a new segment for Wealth Management. In conjunction with the new reporting structure, the Company recast its segment presentation 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, 2021 2020 2019 Capital Markets segment: Revenues - Services and fees $ 575,317 $ 339,877 $ 199,630 Trading income and fair value adjustments on loans 379,053 103,214 104,637 Interest income - Loans and securities lending 122,723 102,499 77,221 Total revenues 1,077,093 545,590 381,488 Selling, general and administrative expenses (345,455 ) (198,962 ) (175,369 ) Restructuring charge — (917 ) — Interest expense - Securities lending and loan participations sold (52,631 ) (42,451 ) (32,144 ) Depreciation and amortization (2,136 ) (2,386 ) (2,810 ) Segment income 676,871 300,874 171,165 Wealth Management segment: Revenues - Services and fees 374,361 72,345 65,073 Trading income and fair value adjustments on loans 7,623 804 1,826 Total revenues 381,984 73,149 66,899 Selling, general and administrative expenses (357,130 ) (68,368 ) (64,347 ) Restructuring recovery — — 4 Depreciation and amortization (8,920 ) (1,880 ) (2,048 ) Segment income 15,934 2,901 508 Auction and Liquidation segment: Revenues - Services and fees 20,169 63,101 18,296 Revenues - Sale of goods 53,348 25,663 4,220 Total revenues 73,517 88,764 22,516 Direct cost of services (30,719 ) (40,730 ) (33,295 ) Cost of goods sold (20,675 ) (9,766 ) (4,016 ) Selling, general and administrative expenses (14,069 ) (12,357 ) (10,731 ) Restructuring charge — (140 ) — Depreciation and amortization — (2 ) (7 ) Segment income (loss) 8,054 25,769 (25,533 ) Financial Consulting segment: Revenues - Services and fees 94,312 91,622 76,292 Selling, general and administrative expenses (77,062 ) (68,232 ) (58,226 ) Restructuring charge — (500 ) — Depreciation and amortization (356 ) (347 ) (252 ) Segment income 16,894 22,543 17,814 Principal Investments - Communications segment: Revenues - Services and fees 88,490 83,666 97,147 Revenues - Sale of goods 4,857 3,472 3,715 Total revenues 93,347 87,138 100,862 Direct cost of services (23,671 ) (19,721 ) (25,529 ) Cost of goods sold (6,278 ) (2,694 ) (3,559 ) Selling, general and administrative expenses (25,493 ) (20,352 ) (24,256 ) Depreciation and amortization (10,747 ) (11,011 ) (12,658 ) Restructuring charge — — (1,703 ) Segment income 27,158 33,360 33,157 Brands segment: Revenues - Services and fees 20,308 16,458 4,055 Selling, general and administrative expenses (3,178 ) (2,889 ) (881 ) Depreciation and amortization (2,745 ) (2,858 ) (507 ) Impairment of tradenames — (12,500 ) — Segment income (loss) 14,385 (1,789 ) 2,667 Consolidated operating income from reportable segments 759,296 383,658 199,778 Corporate and other expenses (58,905 ) (38,893 ) (33,127 ) Interest income 229 564 1,577 Gain on extinguishment of loans and other 3,796 — — Income (loss) on equity investments 2,801 (623 ) (1,431 ) Interest expense (92,455 ) (65,249 ) (50,205 ) Income before income taxes 614,762 279,457 116,592 Provision for income taxes (163,960 ) (75,440 ) (34,644 ) Net income 450,802 204,017 81,948 Net income (loss) attributable to noncontrolling interests 5,748 (1,131 ) 337 Net income attributable to B. Riley Financial, Inc. 445,054 205,148 81,611 Preferred stock dividends 7,457 4,710 264 Net income available to common shareholders $ 437,597 $ 200,438 $ 81,347 The following table presents revenues by geographical area: Year Ended December 31, 2021 2020 2019 Revenues: Revenues - Services and fees: North America $ 1,168,483 $ 641,127 $ 460,374 Australia — 664 58 Europe 4,474 25,278 61 Total Revenues - Services and fees $ 1,172,957 $ 667,069 $ 460,493 Trading income and fair value adjustments on loans North America $ 386,676 $ 104,018 $ 106,463 Revenues - Sale of goods North America $ 12,130 $ 6,788 $ 7,935 Europe 46,075 22,347 — Total Revenues - Sale of Goods $ 58,205 $ 29,135 $ 7,935 Revenues - Interest income - Loans and securities lending: North America $ 122,723 $ 102,499 $ 77,221 Total Revenues: North America $ 1,690,012 $ 854,432 $ 651,993 Australia — 664 58 Europe 50,549 47,625 61 Total Revenues $ 1,740,561 $ 902,721 $ 652,112 As of December 31, 2021 and 2020 long-lived assets, which consist of property and equipment and other assets of $12,870 and $11,685, respectively, were located in North America. Segment assets are not reported to, or used by, the Company’s Chief Operating Decision Maker to allocate resources to, or assess performance of, the segments and therefore, total segment assets have not been disclosed. |
Revision of Prior Period Financ
Revision of Prior Period Financials | 12 Months Ended |
Dec. 31, 2021 | |
Revision Of Prior Period Financials [Abstract] | |
REVISION OF PRIOR PERIOD FINANCIALS | NOTE 23 — REVISION OF PRIOR PERIOD FINANCIALS As disclosed in Note 2(a), during the year ended December 31, 2021, the Company identified misstatements related to the consolidation of certain VIE’s, which primarily resulted in a gross up the investing and financing activities in the consolidated statements of cash flows. Although the Company concluded that these misstatements were not material, either individually or in aggregate, to its current or previously issued consolidated financial statements, the Company has elected to revise its previously issued consolidated financial statements to correct for these misstatements. The revision to the accompanying consolidated statements of cash flows are as follows: Year Ended December 31, 2020 As Previously Reported Adjustments As Revised Statement of Cash Flows Cash flows from investing activities: Purchase of equity investments $ (13,986 ) $ 6,486 $ (7,500 ) Funds received from trust account of subsidiary — 320,500 320,500 Investment of subsidiaries initial public offering proceeds into trust account — (176,750 ) (176,750 ) Net cash (used in) provided by investing activities $ (128,446 ) $ 150,236 $ 21,790 Cash flows from financing activities: Payment of debt issuance and offering costs $ (3,359 ) $ (6,486 ) $ (9,845 ) Redemption of subsidiary temporary equity and distributions — (318,750 ) (318,750 ) Proceeds from initial public offering of subsidiaries — 175,000 175,000 Net cash provided by (used in) financing activities $ 69,544 $ (150,236 ) $ (80,692 ) Year Ended December 31, 2019 As Previously Reported Adjustments As Revised Statement of Cash Flows Cash flows from investing activities: Purchase of equity investments $ (33,391 ) $ 4,634 $ (28,757 ) Investment of subsidiaries initial public offering proceeds into trust account — (143,750 ) (143,750 ) Net cash used in investing activities $ (298,590 ) $ (139,116 ) $ (437,706 ) Cash flows from financing activities: Payment of debt issuance and offering costs $ (3,425 ) $ (4,634 ) $ (8,059 ) Proceeds from initial public offering of subsidiaries — 143,750 143,750 Net cash provided by financing activities $ 250,176 $ 139,116 $ 389,292 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 24 — SUBSEQUENT EVENT On January 19, 2022, the Company completed the acquisition of FocalPoint Securities, LLC (“FocalPoint”), an independent investment bank, for total cash, stock, and contingent consideration of up to $175,000. The acquisition is expected to expand B. Riley Securities’ mergers and acquisitions advisory business and enhance its debt capital markets and financial restructuring capabilities. The acquisition of FocalPoint will be accounted for using the acquisition method of accounting in the first quarter of fiscal year 2022. The Company has not completed the preliminary purchase price accounting since it is in the process of completing the valuation of the assets of FocalPoint. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | ( 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. The consolidated financial statements also include the accounts of Great American Global Partners, LLC which is controlled by the Company as a result of its ownership of a 50% member interest, appointment of two of the three executive officers and significant influence over the funding of operations. All intercompany accounts and transactions have been eliminated upon consolidation. The accounting guidance requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a Variable Interest Entity (“VIE”); to eliminate the solely quantitative approach previously required for determining the primary beneficiary of a VIE; to add an additional reconsideration event for determining whether an entity is a VIE when any changes in facts and circumstances occur such that holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity’s economic performance; and to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a VIE. |
Revision of Prior Period Financial Statements | Revision of Prior Period Financial Statements In connection with the preparation of the Company’s consolidated financial statements during the year ended December 31, 2021, the Company identified an error that was not material related to the consolidation of certain VIE which primarily resulted in a gross up between investing activities and financing activities in the consolidated statements of cash flows. In accordance with SAB No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the error and determined that the related impact did not, either individually or in the aggregate, materially misstate previously issued consolidated financial statements. A summary of revisions to certain previously reported financial information presented herein is included in Note 23. |
Use of Estimates | (b) Use of Estimates The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expense during the reporting period. Estimates are used when accounting for certain items such as valuation of securities, allowance for doubtful accounts, the fair value of loans receivables, intangible assets and goodwill, share based arrangements, and accounting for income tax valuation allowances, recovery of contract assets and sales returns and allowances. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ. |
Revenue Recognition | (d) Revenue Recognition The Company recognizes revenues under Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers. Revenues from contracts with customers in the Capital Markets segment, Wealth Management segment, Auction and Liquidation segment, Financial Consulting segment, Principal Investments – Communications segment and Brands segment are primarily comprised of the following: Capital Markets segment 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 the Company’s principal investments in equity and other securities for the Company’s account, and (iv) other income. Interest income from securities lending activities consists of interest income from equity and fixed income securities that are borrowed from one party and loaned to another. The Company maintains relationships with a broad group of banks and broker-dealers to facilitate the sourcing, borrowing and lending of equity and fixed income securities in a “matched book” to limit the Company’s exposure to fluctuations in the market value or securities borrowed and securities loaned. Other revenues include (i) net trading gains and losses from market making activities in the Company’s fixed income group, (ii) carried interest from the Company’s asset management recognized as earnings from financial assets within the scope of ASC 323 - Investments - Equity Method and Joint Ventures Revenue from Contracts with Customers Investments - Equity Method and Joint Ventures Wealth Management segment 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 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 Principal Investments – Communications segment Subscription service revenues are recognized over time in the service period in which the transaction price has been determinable and the related performance obligations for services are provided to the customer. Fees charged to customers in advance are initially recorded in the consolidated balance sheets as deferred revenue and then recognized ratably over the service period as the performance obligations are provided. Product revenues for hardware and shipping are recognized at the time of delivery. Revenues from sales of devices and services represent revenues recognized from sales of the magicJack devices to retailers, wholesalers, 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. Brands segment 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. |
Direct Cost of Services | (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 Principal Investments - Communications segment include cost of telecommunications and data center costs, personnel and overhead-related costs associated with operating the Company’s networks, servers and data centers, sales commissions associated with multi-year service plans, depreciation of network computers and equipment, amortization expense, third party advertising sales commissions, license fees, costs related to providing customer support, costs related to customer billing and processing of customer credit cards and associated bank fees. Direct cost of services does not include an allocation of the Company’s overhead costs. |
Interest Expense - Securities Lending Activities and Loan Participations Sold | (e) Interest Expense - Securities Lending Activities and Loan Participations Sold 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 $51,753, $40,490, and $30,739 during the years ended December 31, 2021, 2020, and 2019, respectively. There were no loan participations sold outstanding as of December 31, 2021 and the loan participation sold totaled $17,316, as of December 31, 2020. Interest expense from loan participations sold totaled $878, $1,961, and $1,405 during the years ended December 31, 2021, 2020, and 2019, respectively. |
Concentration of Risk | (f) Concentration of Risk Revenues in the Capital Markets, Financial Consulting, Wealth Management, Principal Investments - Communications and Brands segments are currently primarily generated in the United States. Revenues in the Auction and Liquidation segment are primarily generated in the United States, Australia, Canada and Europe. 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. 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. |
Advertising Expenses | (g) Advertising Expenses The Company expenses advertising costs, which consist primarily of costs for printed materials, as incurred. Advertising costs totaled $3,681, $3,013, and $1,903 during the years ended December 31, 2021, 2020, and 2019, respectively. Advertising expense is included as a component of selling, general and administrative expenses in the accompanying consolidated statements of income. |
Share-Based Compensation | (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 income over the requisite service or performance period the award is expected to vest. In June 2018, the Company adopted the 2018 Employee Stock Purchase Plan (“Purchase Plan”) which allows eligible employees to purchase common stock through payroll deductions at a price that is 85% of the market value of the common stock on the last day of the offering period. In accordance with the provisions of ASC 718 - Compensation - Stock Compensation, |
Income Taxes | (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. |
Cash and Cash Equivalents | (j) Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. |
Restricted Cash | (k) Restricted Cash As of December 31, 2021, restricted cash included $927 of cash collateral for leases. As of December 31, 2020, restricted cash included $764 of cash collateral for foreign exchange contracts and $471 of collateral related to one of the Company’s telecommunication suppliers. Cash, cash equivalents and restricted cash consist of the following: December 31, December 31, 2021 2020 Cash and cash equivalents $ 278,933 $ 103,602 Restricted cash 927 1,235 Total cash, cash equivalents and restricted cash $ 279,860 $ 104,837 |
Securities Borrowed and Securities Loaned | (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 |
Due from/to Brokers, Dealers, and Clearing Organizations | (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. |
Accounts Receivable | (n) Accounts Receivable Accounts receivable represents amounts due from the Company’s Auction and Liquidation, Financial Consulting, Capital Markets, Wealth Management, Principal Investments - Communications and Brands customers. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management utilizes the expected loss model. Management also considers historical losses adjusted for current market conditions and the customers’ financial condition and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. The Company’s bad debt expense and changes in the allowance for doubtful accounts are included in Note 5. |
Leases | (o) Leases The Company determines if an arrangement is, or contains, a lease at the inception date. Operating leases are included in right-of-use assets, with the related liabilities included in operating lease liabilities in the consolidated balance sheets. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. We use our 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. Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components which are accounted for as a single lease component. See Note 9 for additional information on leases. |
Property and Equipment | (p) 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 $3,865, $3,632, and $5,202 during the years ended December 31, 2021, 2020, and 2019, respectively. |
Loans Receivable | (q) Loans Receivable Under ASC 326 - Financial Instruments – Credit Losses Loans receivable, at fair value totaled $873,186 and $390,689 as of December 31, 2021 and 2020, respectively. The loans have various maturities through March 2027. As of December 31, 2021 and 2020, the historical cost of loans receivable accounted for under the fair value option was $877,527 and $405,064, respectively, which included principal balances of $886,831 and $416,401, respectively, and unamortized costs, origination fees, premiums and discounts, totaling $9,304 and $11,337, respectively. During the years ended December 31, 2021 and 2020, the Company recorded net unrealized gains of $10,035 and net unrealized losses of $22,033, respectively, on loans receivable, at fair value, which is included in trading income and fair value adjustments on loans on the consolidated statements of income. 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, 2021, the Company has provided limited guarantees with respect to Babcock & Wilcox Enterprises, Inc. (“B&W”) as further described in Note 17(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, 2021, the Company has not recorded any provision for credit losses on the B&W guarantees since the Company believes that there is sufficient collateral to protect the Company from any credit loss exposure. Interest income on loans receivable is recognized based on the stated interest rate of the loan on the unpaid principal balance plus the amortization of any costs, origination fees, premiums and discounts and is included in interest income - loans and securities lending on the consolidated statements of income. 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. Badcock Loan Receivable On December 20, 2021, the Company entered into a Master Receivables Purchase Agreement (“Receivables Purchase Agreement” with W.S. Badcock Corporation, a Florida corporation (“WSBC”), an indirect wholly owned subsidiary of Franchise Group, Inc., a Delaware corporation (“FRG”). The Company paid $400,000 in cash to WSBC for the purchase of certain consumer credit receivables of WSBC. The Company recognized the $400,000 as part of its loans receivable, at fair value on the consolidated balance sheets, which is collateralized by the performance of the consumer credit receivables of WSBC. In connection with the Receivables Purchase Agreement, the Company entered into a Servicing Agreement (the “Servicing Agreement”) with WSBC pursuant to which WSBC will provide to the Company certain customary servicing and account management services in respect of the receivables purchased by the Company under the Receivables Purchase Agreement. In addition, subject to certain terms and conditions, FRG has agreed to guarantee the performance by WSBC of its obligations under the Receivables Purchase Agreement and the Servicing Agreement. |
Securities and Other Investments Owned and Securities Sold Not Yet Purchased | (r) Securities and Other Investments Owned and Securities Sold Not Yet Purchased Securities owned consist of equity securities including, common and preferred stocks, warrants, and options; corporate bonds; other fixed income securities including, government and agency bonds; loans receivable valued at fair value; and investments in partnerships. Securities sold, but not yet purchased represent obligations of the Company to deliver the specified security at the contracted price and thereby create a liability to purchase the security in the market at prevailing prices. Changes in the value of these securities are reflected currently in the results of operations. As of December 31, 2021 and 2020, the Company’s securities and other investments owned and securities sold not yet purchased at fair value consisted of the following securities: |
Goodwill and Other Intangible Assets | (s) 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 When testing goodwill for impairment, in accordance with ASC 350, the Company made a qualitative assessment of the impact of the COVID-19 outbreak on goodwill and other intangible assets during the years ended December 31, 2021 and 2020. Based on the Company’s qualitative assessments, the Company concluded that a positive assertion could be made from the qualitative assessments that it is more likely than not that the fair value of the reporting units exceeded their carrying values. There were no impairments of goodwill identified during the years ended December 31, 2021, 2020, and 2019. During the years ended December 31, 2021 and 2019, the Company recognized no impairment of indefinite-lived intangibles. During the year ended December 31, 2020, the Company determined that the COVID-19 outbreak was a triggering event for testing the indefinite-lived tradenames in the Brands segment during the first quarter and again in the second quarter and determined that the indefinite-lived tradenames in the Brands segment were impaired. As a result, the Company recognized impairment charges of $12,500, during the year ended December 31, 2020, which were included as an impairment of tradenames in the Company’s consolidated statements of income. 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 years ended December 31, 2021, 2020, and 2019, the Company recognized no impairment of finite-lived intangibles. |
Fair Value Measurements | (t) 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 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 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. Any investments adjusted to their fair value by applying the measurement alternative are disclosed as nonrecurring fair value measurements, including the level in the fair value hierarchy that was used. As of December 31, 2021 and 2020, investments in nonpublic entities valued using a measurement alternative of $59,745 and $26,948, respectively, are included in securities and other investments owned in the accompanying consolidated balance sheets. Funds held in trust represents U.S. treasury bills that were purchased with funds raised through the initial public offerings of B. Riley Principal 150 Merger Corporation (“BRPM 150”) and B. Riley Principal 250 Merger Corporation (“BRPM 250”), consolidated special purpose acquisition corporations (“SPACs”). The funds raised are held in trust accounts that are 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’s as set forth in their respective trust agreements. The funds held in trust are included within Level 1 of the fair value hierarchy and included in prepaid expenses and other assets in the accompanying consolidated balance sheets. The Company has warrant liabilities related to warrants of the SPAC’s that are held by investors in BRPM 150 and BRPM 250. The warrants are accounted for as liabilities in accordance with ASC 815 - Derivatives and Hedging 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, 2021 and 2020. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2021 Using Quoted prices in Other Significant Fair value at active markets for observable unobservable December 31 identical assets inputs inputs 2021 (Level 1) (Level 2) (Level 3) Assets: Funds held in trust account $ 345,024 $ 345,024 $ — $ — Securities and other investments owned: Equity securities 1,384,729 1,007,180 — 377,549 Corporate bonds 7,632 — 7,632 — Other fixed income securities 2,606 — 2,606 — Total securities and other investments owned 1,394,967 1,007,180 10,238 377,549 Loans receivable, at fair value 873,186 — — 873,186 Total assets measured at fair value $ 2,613,177 $ 1,352,204 $ 10,238 $ 1,250,735 Liabilities: Securities sold not yet purchased: Equity securities $ 20,302 $ 20,302 $ — $ — Corporate bonds 6,327 — 6,327 — Other fixed income securities 1,994 — 1,994 — Total securities sold not yet purchased 28,623 20,302 8,321 — Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,506 — — 4,506 Warrant liabilities 12,938 12,938 — — Total liabilities measured at fair value $ 46,067 $ 33,240 $ 8,321 $ 4,506 Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2020 Using Quoted prices in Other Significant Fair value at active markets for observable unobservable December 31 identical assets inputs inputs 2020 (Level 1) (Level 2) (Level 3) Assets: Securities and other investments owned: Equity securities $ 670,340 $ 521,048 $ — $ 149,292 Corporate bonds 3,195 — 3,195 — Other fixed income securities 1,913 — 1,913 — Total securities and other investments owned 675,448 521,048 5,108 149,292 Loans receivable, at fair value 390,689 — — 390,689 Total assets measured at fair value $ 1,066,137 $ 521,048 $ 5,108 $ 539,981 Liabilities: Securities sold not yet purchased: Equity securities $ 4,575 $ 4,575 $ — $ — Corporate bonds 4,288 — 4,288 — Other fixed income securities 1,242 — 1,242 — Total securities sold not yet purchased 10,105 4,575 5,530 — Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,700 — — 4,700 Total liabilities measured at fair value $ 14,805 $ 4,575 $ 5,530 $ 4,700 As of December 31, 2021 and 2020, financial assets measured and reported at fair value on a recurring basis and classified within Level 3 were $1,250,735 and $539,981, respectively, or 21.4% and 20.3%, 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. The following table summarizes the significant unobservable inputs in the fair value measurement of level 3 financial assets and liabilities by category of investment and valuation technique as of December 31, 2021: Fair value at Valuation Technique Unobservable Input Range Weighted Assets: Equity securities $ 291,178 Market approach Multiple of EBITDA 3.25x - 17.50x 6.67x Multiple of PV-10 0.60x - 0.65x 0.61x Multiple of Sales 1.45x - 1.60x 1.48x Market price of related security $0.84 - $51.43 $42.13 74,157 Discounted cash flow Market interest rate 14.8% 14.8% 12,214 Option pricing model Annualized volatility 0.30 - 2.80 0.74 Loans receivable at fair value 873,186 Discounted cash flow Market interest rate 6.0% - 38.0% 26.3% Total level 3 assets measured at fair value $ 1,250,735 Liabilities: Mandatorily redeemable noncontrolling interests issued after November 5, 2003 $ 4,506 Market approach Operating income multiple 6.0x 6.0x The changes in Level 3 fair value hierarchy during the year ended December 31, 2021 and 2020 are as follows: Level 3 Level 3 Changes During the Period Level 3 Balance at Fair Relating to Purchases, Transfer in Balance at Beginning of Value Undistributed Sales and and/or out End of Year Adjustments Earnings Settlements of Level 3 Period Year Ended December 31, 2021 Equity securities $ 149,292 88,804 — 138,766 687 377,549 Loans receivable at fair value 390,689 10,035 10,952 461,510 — 873,186 Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,700 — (194 ) — — 4,506 Warrant liabilities — — — 10,466 (10,466 ) — Year Ended December 31, 2020 Equity securities $ 109,251 $ (4,358 ) $ — $ 54,178 $ (9,779 ) $ 149,292 Loans receivable at fair value 43,338 (22,033 ) 4,409 139,127 225,848 390,689 Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,616 — 84 — — 4,700 Under ASC 326, the Company elected the irrevocable fair value option for all outstanding loans receivable that were measured at amortized cost. The loans receivable, at fair value are included in transfers into level 3 fair value assets in the above table. The amounts reported in the table above during the years ended December 31, 2021 and 2020 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. Changes in the Level 3 fair value hierarchy during the year ended December 31, 2021 included the fair value of warrant liabilities associated with BRPM 150 and BRPM 250. The value of these warrants transferred from Level 3 to Level 1 of the fair value hierarchy when the public warrants started trading in the over-the-counter markets after the initial public offering. As of December 31, 2021 and 2020, the senior notes payable had a carrying amount of $1,606,560 and $870,783, respectively, and a fair value of $1,661,189 and $898,606, respectively. The carrying amount of the term loan approximates fair value because the effective yield of such instrument is consistent with current market rates of interest for instruments of comparable credit risk. The investments in nonpublic entities that do not report NAV are measured at cost, adjusted for observable price changes and impairments, with changes recognized in trading income (losses) and fair value adjustments on loans on the consolidated statements of income. 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. As of December 31, 2021 and 2020, except for the impact of the intangible impairment charge in 2020 as described in Note 8 – Goodwill and Intangible Assets, there were no additional assets or liabilities measured at fair value on a non-recurring basis. |
Derivative and Foreign Currency Translation | (u) 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. During the year ended December 31, 2020, the Company’s use of derivatives consisted of the purchase of forward exchange contracts in the amount of 12,700 Euros, of which 6,700 Euros were settled. As of December 31, 2021 and 2020, forward exchange contracts in the amount of 6,000 Euros were outstanding. The forward exchange contracts were entered into to improve the predictability of cash flows related to a retail store liquidation engagement and a loan receivable. The net gain from forward exchange contracts was $1,052 and net loss was $285 during the years ended December 31, 2021 and 2020, respectively. This amount is reported as a component of selling, general and administrative expenses in the consolidated statements of income. The Company transacts business in various foreign currencies. In countries where the functional currency of the underlying operations has been determined to be the local country’s currency, revenues and expenses of operations outside the United States are translated into United States dollars using average exchange rates while assets and liabilities of operations outside the United States are translated into United States dollars using period-end exchange rates. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income in the accompanying consolidated balance sheets. Transaction gains (losses) were $1,256, ($639), and ($238), during the years ended December 31, 2021, 2020, and 2019, respectively. These amounts are included in selling, general and administrative expenses in the Company’s consolidated statements of income. As disclosed in Note 2(ab) below, the Company has consolidated two VIE’s, BRPM 150 and BRPM 250, which have outstanding warrants that were issued in their respective initial public offerings. The warrants have been recorded as a liability since the warrants contain a provision to be settled in cash in the event of a qualifying cash tender offer, which is outside the control of the Company, for both BRPM 150 and BRPM 250. The outstanding warrants are considered derivative instruments with the warrant liability measured at fair value at each reporting date until exercised, with changes in fair value reported in other income in the consolidated statements of income. As of December 31, 2021, the warrant liability totaled $12,938 which is included in accrued expenses and other liabilities in the consolidated balance sheets. |
Redeemable Noncontrolling Interests in Equity of Subsidiaries | (v) 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 BRPM 150 and BRPM 250 sponsored SPACs. These interests are presented as redeemable noncontrolling interests in equity of subsidiaries within the consolidated balance sheets, outside of the permanent equity section. The class A ordinary shareholders of BRPM 150 and BRPM 250 have redemption rights that are considered to be outside of the Company’s control. As of December 31, 2021, the carrying amount of the redeemable noncontrolling interest in equity of subsidiaries was recorded at its redemption value of 345,000. Remeasurements to the redemption value of the redeemable noncontrolling interest in equity of subsidiaries are recorded within retained earnings. Such remeasurements totaled $18,182, comprising of offering costs incurred in connection with the sale of class A shares of SPAC 150 and SPAC 250 in the amount of $7,716 and initial valuation of the public warrants of SPAC 150 and SPAC 250 in the amount of $10,466. |
Common Stock Warrants | (w) Common Stock Warrants The Company issued 821,816 warrants to purchase common stock of the Company (the “Wunderlich Warrants”) in connection with the acquisition of Wunderlich Securities, Inc. (“Wunderlich”) on July 3, 2017. The Wunderlich Warrants entitle the holders of the warrants to acquire shares of the Company’s common stock from the Company at an exercise price of $17.50 per share, subject to, among other matters, the proper completion of an exercise notice and payment. The exercise price and the number of shares of Company common stock issuable upon exercise are subject to customary anti-dilution and adjustment provisions, which include stock splits, subdivisions or reclassifications of the Company’s common stock. On May 16, 2019, the Company repurchased 638,311 warrants for $2,777 ($4.35 per warrant). On June 11, 2020, 167,352 warrants held in escrow from the acquisition of Wunderlich were cancelled in accordance with the terms of the escrow instructions. The Wunderlich Warrants expire on July 3, 2022. All warrants were exercised in the third quarter of fiscal year 2021. As of December 31, 2021 and 2020, zero and 16,153 Wunderlich Warrants to purchase shares of common stock, respectively, were outstanding. 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 will vest and become exercisable following the first and/or second anniversaries of the closing, subject to BR Brands’ (or another related joint venture with Bluestar Alliance LLC) satisfaction of specified financial performance targets. The BR Brands warrants expire three years after the last vesting event occurs. As of December 31, 2021 and 2020, 200,000 BR Brands warrants were outstanding. |
Equity Investment | (x) Equity Investment As of December 31, 2021 and 2020, equity investments of $39,190 and $54,953, respectively, were included in prepaid expenses and other assets in the accompanying consolidated balance sheets. The Company’s share of earnings or losses from equity method investees is included in gain (loss) from equity investments in the accompanying consolidated statements of income. bebe stores, inc. As of December 31, 2021 and 2020, the Company had a 40.1% and 39.5% ownership interest, respectively, in bebe stores, inc. (“bebe”). In December 2021, the Company purchased an additional 71,970 shares of newly issued common stock of bebe for $612 and increased its ownership interest from 39.5% to 40.1%. The equity ownership in bebe is accounted for under the equity method of accounting and is included in prepaid expenses and other assets in the consolidated balance sheets. National Holdings Corporation As of December 31, 2020, the Company owned approximately 45% of the commons stock of National which was included in prepaid expenses and other assets in the consolidated balance sheets. The equity ownership in National is accounted for under the equity method of accounting for periods prior to February 25, 2021. On February 25, 2021, the Company completed the acquisition of National by acquiring the 55% of common stock not previously owned by the Company pursuant to an agreement and plan of merger dated January 10, 2021, following the successful completion of a tender offer commenced by us on January 27, 2021. The cash consideration for the purchase of the 55% of common stock not previously owned by the Company and settlement of outstanding share based awards was $35,314. National’s operating results subsequent to February 25, 2021 is included in the Company’s consolidated financial statements. Other Equity Investments The Company has other equity investments over which the Company exercises significant influence but do not meet the requirements for consolidation, the largest ownership interest being a 40% ownership interest in Lingo Management, LLC (“Lingo”) which was acquired in November 2020. The equity ownership in these other investments was accounted for under the equity method of accounting and is included in prepaid expenses and other assets in the consolidated balance sheets. |
Loan Participations Sold | (y) Loan Participations Sold As of December 31, 2021, the Company has sold investments (“Loan Participations Sold”) to third parties (“Participants”) that are accounted for as secured borrowings under Transfers and Servicing. Under ASC 860, a partial loan transfer does not qualify for sale accounting. A participation or other partial loan transfer that meets the definition of a participating interest is classified as loan receivable and the portion transferred is recorded as a secured borrowing under loan participations sold in the consolidated balance sheets. The Participants are entitled to payments made by the borrower of the related loan equal to the current Loan Participations Sold outstanding at the interest rates for the respective investment. In the event that the borrower defaults, the Participants have rights to payments from such borrower, but do not have recourse to the Company. The terms of the Loan Participations Sold are commensurate with the terms of the related loan. As of December 31, 2021, there were no outstanding loan participations. As of December 31, 2020, the Company had entered into participation agreements for a total of $17,316. In addition, the interest income and interest expense related to the Loan Participations Sold resulted in interest income and interest expense which is presented gross on the consolidated statements of income. |
Supplemental Non-cash Disclosures | (z) Supplemental Non-cash Disclosures During the year ended December 31, 2021, non-cash investing activities included: the repayment of a loan receivable in full in the amount of $133,453 with equity securities, a $51,000 note receivable issued for the sale of equity securities to a third party, $35,000 of loans receivable exchanged for newly issued debt securities, the repayment of a $2,800 loan with equity securities, and $200 of loans receivable were converted to equity. During the year ended December 31, 2021, other non-cash activities included the recognition of new operating lease right-of-use assets of $18,862 and the recognition of new operating lease liabilities of $20,137. During the year ended December 31, 2020, non-cash investing activities included $11,133 non-cash conversions of equity method investments and $26,238 conversion of loans receivable to shares of stock. In connection with the purchase of a loan receivable in the amount of $61,687, the Company funded $24,434 in cash and the remaining $37,253 remains payable as a note payable as of December 31, 2020. During the year ended December 31, 2020, other non-cash activities included the recognition of new operating lease right-of-use assets of $8,915 and the recognition of new operating lease liabilities of $8,915. During the year ended December 31, 2019, non-cash activities included the conversion of loans receivable in the amount of $12,209 into securities and other investments owned, the recognition of new operating right-of-use assets of $1,032, the recognition of new operating lease liabilities of $1,032 and the issuance of warrants to purchase the Company’s stock in the amount of $990 related to the purchase of BR Brand. |
Reclassifications | (aa) Reclassifications Certain prior period amounts have been reclassified to conform with the current period presentation. Such reclassifications consist of a reclass of unbilled receivables from accounts receivables, net, to contract assets that is included in prepaid expenses and other assets and a reclass of advances against customer contracts to contract assets that is included in prepaid expenses and other assets on the consolidated balance sheets. Certain amounts reported in the Capital Markets segment during the years ended December 31, 2020 and 2019 have been reclassified and reported in the Financial Consulting and Wealth Management segments during the years ended December 31, 2020 and 2019 as a result of the organizational changes that created the new Financial Consulting segment in the fourth quarter of 2020 and Wealth Management segment in the first quarter of 2021. |
Variable Interest Entity | (ab) Variable Interest Entity The Company holds interests in various entities that meet the characteristics of a VIE but are not consolidated as the Company is not the primary beneficiary. Interests in these entities are generally in the form of equity interests, loans receivable, or fee arrangements. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion at each reporting date. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly by the Company or indirectly through related parties. The consolidation analysis can generally be performed qualitatively; however, if it is not readily apparent that the Company is not the primary beneficiary, a quantitative analysis may also be performed. In November 2020, the Company invested in Lingo Management, LLC (“Lingo”), a joint venture with an unaffiliated third party. On March 10, 2021, the Company also extended a promissory note to Lingo Communications, LLC (a wholly owned subsidiary of Lingo). Lingo is a VIE because the entity does not have enough equity at risk to finance its activities without additional subordinated financial support. The Company has determined that it is not the primary beneficiary because it does not have the power to direct the activities of the VIE that most significantly impact the entity’s financial performance. The Company’s variable interests in Lingo include loans receivable at fair value and an equity investment accounted for under the equity method of accounting. The Company, through its newly acquired subsidiary, National, 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 “Topic 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 year ended December 31, 2021 were $66,263 and are included in services and fees in the consolidated statements of income. The carrying amounts for the Company’s variable interests in VIEs that were not consolidated is shown below. December 31, Securities and other investments owned, at fair value $ 27,445 Loans receivable, at fair value 205,265 Other assets 4,956 Maximum exposure to loss $ 237,666 B. Riley Principal 150 and 250 Merger Corporations During the year ended December 31, 2021, the Company along with BRPM 150 and BRPM 250, both newly formed SPACs 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 is included in prepaid expenses and other assets in the consolidated balance sheets as of December 31, 2021. These proceeds are invested only in U.S. treasury securities in accordance with the governing documents of BRPM 150 and BRPM 250. Under the terms of the BRPM 150 and BRPM 250 initial public offerings, BRPM 150 and BRPM 250 are required to consummate a business combination transaction within 24 months (or 27 months under certain circumstances) of the completion of their respective initial public offerings. In connection with the completion of the initial public offerings of BRPM 150 and BRPM 250, the Company invested in the private placement units of BRPM 150 and BRPM 250. Both BRPM 150 and BRPM 250 are determined to be VIE’s because each of the entities do not have enough equity at risk to finance their activities without additional subordinated financial support. The Company has determined that the class A shareholders of BRPM 150 and BRPM 250 do not have substantive rights as shareholders of BRPM 150 and BRPM 250 since these equity interests are determined to be temporary equity. As such, the Company has determined that it is the primary beneficiary of BRPM 150 and BRPM 250 as it has the right to receive benefits or the obligation to absorb losses of each entity, 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 are consolidated into the Company’s financial statements. |
Recent Accounting Standards | (ac) Recent Accounting Standards Not yet adopted In March 2020, FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) , which provide optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate (“LIBOR”). The amendments appl only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848 ) refine the scope of 848 through optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships. The amendments were effective through December 31, 2022. The Company is currently assessing the potential impacts of this ASU and does not expect it to have any material impact on its consolidated results of operations, cash flows, financial position or disclosures. In October 2021 , the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers The Company is currently assessing the potential impacts of this ASU and does not expect it to have any material impact on its consolidated results of operations, cash flows, financial position or disclosures. Recently adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 The amendments in this update should be applied prospectively and at the beginning of the period that includes the adoption date. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The amendments in this update can be applied through either a modified retrospective method or fully retrospective method of transition. In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables-Nonrefundable Fees and Other Costs The amendments in this update should be applied prospectively and at the beginning of the period that includes the adoption date. In October 2020, the FASB issued ASU 2020-09, Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762 In October 2020, the FASB issued ASU 2020-10, Codification Improvements to make incremental improvements to GAAP and address stakeholder suggestions, including, among other things, clarifying that the requirement to provide comparative information in the financial statements extends to the corresponding disclosures section. The amendments in this update should be applied retrospectively and at the beginning of the period that includes the adoption date. Presentation of Financial Statements (Topic 205) Financial Services—Depositary and Lending (Topic 942), and Financial Services— Investment Companies (Topic 946). Amendments to Financial Disclosures About Acquired and Disposed Businesses |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Tables) [Line Items] | |
Schedule of cash, cash equivalents and restricted cash | December 31, December 31, 2021 2020 Cash and cash equivalents $ 278,933 $ 103,602 Restricted cash 927 1,235 Total cash, cash equivalents and restricted cash $ 279,860 $ 104,837 |
Schedule of securities and other investments owned and securities sold not yet purchased at fair value | December 31, December 31, 2021 2020 Securities and other investments owned: Equity securities $ 1,444,474 $ 697,288 Corporate bonds 7,632 3,195 Other fixed income securities 2,606 1,913 Partnership interests and other 77,383 74,923 $ 1,532,095 $ 777,319 Securities sold not yet purchased: Equity securities $ 20,302 $ 4,575 Corporate bonds 6,327 4,288 Other fixed income securities 1,994 1,242 $ 28,623 $ 10,105 |
Schedule of financial assets and liabilities measured on recurring basis | Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2021 Using Quoted prices in Other Significant Fair value at active markets for observable unobservable December 31 identical assets inputs inputs 2021 (Level 1) (Level 2) (Level 3) Assets: Funds held in trust account $ 345,024 $ 345,024 $ — $ — Securities and other investments owned: Equity securities 1,384,729 1,007,180 — 377,549 Corporate bonds 7,632 — 7,632 — Other fixed income securities 2,606 — 2,606 — Total securities and other investments owned 1,394,967 1,007,180 10,238 377,549 Loans receivable, at fair value 873,186 — — 873,186 Total assets measured at fair value $ 2,613,177 $ 1,352,204 $ 10,238 $ 1,250,735 Liabilities: Securities sold not yet purchased: Equity securities $ 20,302 $ 20,302 $ — $ — Corporate bonds 6,327 — 6,327 — Other fixed income securities 1,994 — 1,994 — Total securities sold not yet purchased 28,623 20,302 8,321 — Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,506 — — 4,506 Warrant liabilities 12,938 12,938 — — Total liabilities measured at fair value $ 46,067 $ 33,240 $ 8,321 $ 4,506 Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2020 Using Quoted prices in Other Significant Fair value at active markets for observable unobservable December 31 identical assets inputs inputs 2020 (Level 1) (Level 2) (Level 3) Assets: Securities and other investments owned: Equity securities $ 670,340 $ 521,048 $ — $ 149,292 Corporate bonds 3,195 — 3,195 — Other fixed income securities 1,913 — 1,913 — Total securities and other investments owned 675,448 521,048 5,108 149,292 Loans receivable, at fair value 390,689 — — 390,689 Total assets measured at fair value $ 1,066,137 $ 521,048 $ 5,108 $ 539,981 Liabilities: Securities sold not yet purchased: Equity securities $ 4,575 $ 4,575 $ — $ — Corporate bonds 4,288 — 4,288 — Other fixed income securities 1,242 — 1,242 — Total securities sold not yet purchased 10,105 4,575 5,530 — Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,700 — — 4,700 Total liabilities measured at fair value $ 14,805 $ 4,575 $ 5,530 $ 4,700 |
Schedule of fair value measurement of level 3 financial assets and liabilities | Fair value at Valuation Technique Unobservable Input Range Weighted Assets: Equity securities $ 291,178 Market approach Multiple of EBITDA 3.25x - 17.50x 6.67x Multiple of PV-10 0.60x - 0.65x 0.61x Multiple of Sales 1.45x - 1.60x 1.48x Market price of related security $0.84 - $51.43 $42.13 74,157 Discounted cash flow Market interest rate 14.8% 14.8% 12,214 Option pricing model Annualized volatility 0.30 - 2.80 0.74 Loans receivable at fair value 873,186 Discounted cash flow Market interest rate 6.0% - 38.0% 26.3% Total level 3 assets measured at fair value $ 1,250,735 Liabilities: Mandatorily redeemable noncontrolling interests issued after November 5, 2003 $ 4,506 Market approach Operating income multiple 6.0x 6.0x |
Schedule of investments in the VIE | December 31, Securities and other investments owned, at fair value $ 27,445 Loans receivable, at fair value 205,265 Other assets 4,956 Maximum exposure to loss $ 237,666 |
Fair Value, Inputs, Level 3 [Member] | |
Summary of Significant Accounting Policies (Tables) [Line Items] | |
Schedule of fair value measurement of level 3 financial assets and liabilities | Level 3 Level 3 Changes During the Period Level 3 Balance at Fair Relating to Purchases, Transfer in Balance at Beginning of Value Undistributed Sales and and/or out End of Year Adjustments Earnings Settlements of Level 3 Period Year Ended December 31, 2021 Equity securities $ 149,292 88,804 — 138,766 687 377,549 Loans receivable at fair value 390,689 10,035 10,952 461,510 — 873,186 Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,700 — (194 ) — — 4,506 Warrant liabilities — — — 10,466 (10,466 ) — Year Ended December 31, 2020 Equity securities $ 109,251 $ (4,358 ) $ — $ 54,178 $ (9,779 ) $ 149,292 Loans receivable at fair value 43,338 (22,033 ) 4,409 139,127 225,848 390,689 Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,616 — 84 — — 4,700 |
Restructuring Charge (Tables)
Restructuring Charge (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of changes in accrued restructuring charge | Year Ended December 31, 2021 2020 2019 Balance, beginning of year $ 727 $ 1,600 $ 3,855 Restructuring charge — 1,557 1,699 Cash paid (114 ) (901 ) (4,150 ) Non-cash items 11 (1,529 ) 196 Balance, end of year $ 624 $ 727 $ 1,600 |
Schedule of summarize the restructuring activities by reportable segment | Auction Principal Capital Wealth and Financial Investments - Markets Management Liquidation Consulting Communications Total Restructuring charges for the year ended December 31, 2020: Impairment of intangible assets $ 917 $ — $ 140 $ 500 $ — $ 1,557 Total restructuring charge $ 917 $ — $ 140 $ 500 $ — $ 1,557 Restructuring charges for the year ended December 31, 2019: Employee termination costs $ — $ — $ — $ — $ 1,594 $ 1,594 Facility closure and consolidation charge (recovery) — (4 ) — — 109 105 Total restructuring charge $ — $ (4 ) $ — $ — $ 1,703 $ 1,699 |
Securities Lending (Tables)
Securities Lending (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Securities Lending [Abstract] | |
Schedule of contractual gross and net securities borrowing and lending balances | 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, 2021 Securities borrowed $ 2,090,966 $ — $ 2,090,966 $ 2,090,966 $ — Securities loaned $ 2,088,685 $ — $ 2,088,685 $ 2,088,685 $ — As of December 31, 2020 Securities borrowed $ 765,457 $ — $ 765,457 $ 765,457 $ — Securities loaned $ 759,810 $ — $ 759,810 $ 759,810 $ — (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. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of components of accounts receivable, net | December 31, December 31, 2021 2020 Accounts receivable $ 39,045 $ 33,604 Investment banking fees, commissions and other receivables 14,286 10,316 Total accounts receivable 53,331 43,920 Allowance for doubtful accounts (3,658 ) (3,114 ) Accounts receivable, net $ 49,673 $ 40,806 |
Schedule of allowance for doubtful accounts | Year Ended December 31, 2021 2020 2019 Balance, beginning of period $ 3,114 $ 1,514 $ 696 Add: Additions to reserve 1,453 3,385 2,126 Less: Write-offs (1,074 ) (1,785 ) (1,151 ) Less: Recovery 165 — (157 ) Balance, end of period $ 3,658 $ 3,114 $ 1,514 |
Prepaid Expenses and Other As_2
Prepaid Expenses and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses and Other Assets [Abstract] | |
Schedule of prepaids and other assets | December 31, December 31, 2021 2020 Funds held in trust account $ 345,024 $ — Equity investments 39,190 54,953 Prepaid expenses 14,965 7,371 Unbilled receivables 12,315 5,712 Other receivables 40,483 16,230 Other assets 11,525 8,908 Prepaid expenses and other assets $ 463,502 $ 93,174 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Estimated December 31, December 31, Useful Lives 2021 2020 Leasehold improvements Shorter of the remaining lease term or estimated useful life $ 13,766 $ 10,737 Machinery, equipment and computer software 1.8 to 15 years 16,624 15,650 Furniture and fixtures 5 years 4,724 4,128 Total 35,114 30,515 Less: Accumulated depreciation and amortization (22,244 ) (18,830 ) $ 12,870 $ 11,685 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of carrying amount of goodwill | Principal Capital Wealth Auction and Financial Investments- Markets Management Liquidation Consulting Communications Segment Segment Segment Segment Segment Total Balance as of December 31, 2019 $ 50,806 $ 28,396 $ 1,975 $ 20,331 $ 122,189 $ 223,697 Goodwill acquired during the year: Acquisition of other business — — — 3,349 — 3,349 Balance as of December 31, 2020 50,806 28,396 1,975 23,680 122,189 227,046 Goodwill acquired during the year: Acquisition of other business 532 22,799 — — 191 23,522 Balance as of December 31, 2021 $ 51,338 $ 51,195 $ 1,975 $ 23,680 $ 122,380 $ 250,568 |
Schedule of intangible assets | As of December 31, 2021 As of December 31, 2020 Gross Gross Carrying Accumulated Intangibles Carrying Accumulated Intangibles Useful Life Value Amortization Net Value Amortization Net Amortizable assets: Customer relationships 0.1 to 16 Years $ 130,801 $ 59,671 $ 71,130 $ 98,898 $ 40,281 $ 58,617 Domain names 7 Years 185 143 42 235 148 87 Advertising relationships 8 Years 100 69 31 100 56 44 Internally developed software and other intangibles 0.5 to 5 Years 15,275 8,820 6,455 11,775 6,913 4,862 Trademarks 6 to 10 Years 6,369 1,652 4,717 2,850 991 1,859 Total 152,730 70,355 82,375 113,858 48,389 65,469 Non-amortizable assets: Tradenames 125,276 — 125,276 125,276 — 125,276 Total intangible assets $ 278,006 $ 70,355 $ 207,651 $ 239,134 $ 48,389 $ 190,745 |
Leasing Arrangements (Tables)
Leasing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Schedule of maturities operating lease liabilities | Operating Leases Year ending December 31: 2022 $ 16,125 2023 12,629 2024 12,232 2025 11,417 2026 7,977 Thereafter 21,517 Total lease payments 81,897 Less: imputed interest (12,825 ) Total operating lease liability $ 69,072 |
Senior Notes Payable (Tables)
Senior Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of senior notes payable, net | December 31, December 31, 2021 2020 7.500% Senior notes due May 31, 2027 $ — $ 128,156 7.250% Senior notes due December 31, 2027 — 122,793 7.375% Senior notes due May 31, 2023 — 137,454 6.875% Senior notes due September 30, 2023 — 115,168 6.750% Senior notes due May 31, 2024 111,170 111,170 6.500% Senior notes due September 30, 2026 178,787 134,657 6.375% Senior notes due February 28, 2025 144,521 130,942 6.000% Senior notes due January 31, 2028 259,347 — 5.500% Senior notes due March 31, 2026 214,243 — 5.250% Senior notes due August 31, 2028 397,302 — 5.000% Senior notes due December 31, 2026 322,679 — 1,628,049 880,340 Less: Unamortized debt issuance costs (21,489 ) (9,557 ) $ 1,606,560 $ 870,783 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenues from contracts with customers | Capital Wealth Auction and Financial Principal Investments - Markets Management Liquidation Consulting Communications Brands 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 Advertising, licensing and other (1) — — 53,348 — 14,198 20,308 87,854 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 122,722 — — — — — 122,722 Trading gains on investments 368,537 7,623 — — — — 376,160 Fair value adjustment on loans 10,516 — — — — — 10,516 Other 35,920 15,874 — — — — 51,794 Total revenues $ 1,077,093 $ 381,984 $ 73,517 $ 94,312 $ 93,347 $ 20,308 $ 1,740,561 Revenues for the year ended December 31, 2020: Corporate finance, consulting and investment banking fees $ 255,023 $ — $ — $ 54,051 $ — $ — $ 309,074 Wealth and asset management fees 7,391 71,204 — — — — 78,595 Commissions, fees and reimbursed expenses 48,416 — 50,035 36,855 — — 135,306 Subscription services — — — — 72,666 — 72,666 Service contract revenues — — 13,066 — — — 13,066 Advertising, licensing and other (1) — — 25,663 — 14,472 16,458 56,593 Total revenues from contracts with customers 310,830 71,204 88,764 90,906 87,138 16,458 665,300 Interest income - Loans and securities lending 102,499 — — — — — 102,499 Trading gains on investments 125,247 804 — — — — 126,051 Fair value adjustment on loans (22,033 ) — — — — — (22,033 ) Other 29,047 1,141 — 716 — — 30,904 Total revenues $ 545,590 $ 73,149 $ 88,764 $ 91,622 $ 87,138 $ 16,458 $ 902,721 Revenues for the year ended December 31, 2019: Corporate finance, consulting and investment banking fees $ 129,477 $ 2 $ — $ 37,471 $ — $ — $ 166,950 Wealth and asset management fees 18,421 64,357 — — — — 82,778 Commissions, fees and reimbursed expenses 42,503 — 49,849 38,821 — — 131,173 Subscription services — — — — 82,088 — 82,088 Service contract revenues — — (31,553 ) — — — (31,553 ) Advertising, licensing and other (1) — — 4,220 — 18,774 4,055 27,049 Total revenues from contracts with customers 190,401 64,359 22,516 76,292 100,862 4,055 458,485 Interest income - Loans and securities lending 77,221 — — — — — 77,221 Trading gains on investments 92,379 1,826 — — — — 94,205 Fair value adjustment on loans 12,258 — — — — — 12,258 Other 9,229 714 — — — — 9,943 Total revenues $ 381,488 66,899 22,516 76,292 100,862 4,055 652,112 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision (benefit) for income taxes | Year Ended December 31, 2021 2020 2019 Current: Federal $ 67,322 $ 4,730 $ 16,499 State 30,036 3,297 6,176 Foreign 4,796 5,344 1,092 Total current provision 102,154 13,371 23,767 Deferred: Federal 42,734 41,979 10,702 State 17,824 18,518 175 Foreign 1,248 1,572 — Total deferred 61,806 62,069 10,877 Total provision for income taxes $ 163,960 $ 75,440 $ 34,644 |
Schedule of reconciliation effective tax rate for income (loss) before income taxes | Year Ended December 31, 2021 2020 2019 Provision for income taxes at federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 6.5 % 6.3 % 5.9 % Noncontrolling interest tax differential 0.1 % (0.1 %) (0.1 %) Employee stock based compensation (1.1 %) (2.2 %) (0.9 %) Other 0.2 % 2.0 % 3.8 % Effective income tax rate 26.7 % 27.0 % 29.7 % |
Schedule of deferred income tax assets (liabilities) | December 31, 2021 2020 Deferred tax assets: Accrued liabilities and other $ 8,286 $ 2,066 Mandatorily redeemable noncontrolling interests 1,190 1,190 Other 649 — State taxes 5,321 237 Share based payments 6,871 — Foreign tax and other tax credit carryforwards 490 1,558 Capital loss carryforward 62,539 61,315 Net operating loss carryforward 32,445 33,185 Total deferred tax assets 117,791 99,551 Deferred tax liabilities: Deductible goodwill and other intangibles (5,129 ) (2,333 ) Share based payments — (434 ) Depreciation (1,592 ) (112 ) Deferred revenue (116,631 ) (43,631 ) Other (6,483 ) (4,902 ) Total deferred tax liabilities (129,835 ) (51,412 ) Net deferred tax assets (12,044 ) 48,139 Valuation allowance (78,163 ) (78,289 ) Net deferred tax liabilities $ (90,207 ) $ (30,150 ) Deferred tax assets, net $ 2,848 $ 4,098 Deferred tax liabilities, net (93,055 ) (34,248 ) Net deferred tax liabilities $ (90,207 ) $ (30,150 ) |
Schedule of reconciliation of the amounts of gross unrecognized tax benefits | Year Ended December 31, 2021 Beginning balance $ 10,561 Additions for current year tax positions 15 Additions for prior year tax positions 331 Reductions for prior year tax positions (4 ) Reductions due to lapse in statutes of limitations (77 ) Ending balance $ 10,826 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per share | Year Ended December 31, 2021 2020 2019 Net income attributable to B. Riley Financial, Inc. $ 445,054 $ 205,148 $ 81,611 Preferred stock dividends (7,457 ) (4,710 ) (264 ) Net income applicable to common shareholders $ 437,597 $ 200,438 $ 81,347 Weighted average common shares outstanding: Basic 27,366,292 25,607,278 26,401,036 Effect of dilutive potential common shares: Restricted stock units and warrants 1,514,728 901,119 1,082,700 Contingently issuable shares 124,582 — 45,421 Diluted 29,005,602 26,508,397 27,529,157 Basic income per common share $ 15.99 $ 7.83 $ 3.08 Diluted income per common share $ 15.09 $ 7.56 $ 2.95 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other liabilities | December 31, December 31, 2021 2020 Accrued payroll and related expenses $ 107,904 $ 67,333 Dividends payable 28,486 1,987 Income taxes payable 39,776 29,177 Other tax liabilities 20,106 18,047 Accrued expenses 96,250 28,210 Other liabilities 51,228 28,424 Accrued expenses and other liabilities $ 343,750 $ 173,178 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of equity incentive award activity | Weighted Average Shares Fair Value Nonvested at December 31, 2019 2,263,988 $ 12.35 Granted 465,711 18.93 Vested (1,730,734 ) 10.88 Forfeited (171,743 ) 11.47 Nonvested at December 31, 2020 827,222 $ 19.29 Granted 2,474,692 41.43 Vested (412,272 ) 19.97 Forfeited (5,766 ) 50.52 Nonvested at December 31, 2021 2,883,876 $ 38.21 |
Schedule of equity incentive award activity | Weighted Average Shares Fair Value Nonvested at December 31, 2019 485,033 $ 18.33 Granted 142,029 18.33 Vested (310,867 ) 17.37 Forfeited (26,075 ) 19.21 Nonvested at December 31, 2020 290,120 $ 19.33 Granted 155,334 39.98 Vested (150,337 ) 20.08 Forfeited (10,636 ) 30.59 Nonvested at December 31, 2021 284,481 $ 30.06 |
Benefit Plans and Capital Tra_2
Benefit Plans and Capital Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of dividend activity | Regular Dividend Special Dividend Total Dividend Date Declared Date Paid Stockholder Record Date Amount Amount Amount October 28, 2021 November 23, 2021 November 9, 2021 $ 1.000 $ 3.000 $ 4.000 July 29, 2021 August 26, 2021 August 13, 2021 0.500 1.500 2.000 May 3, 2021 May 28, 2021 May 17, 2021 0.500 2.500 3.000 February 25, 2021 March 24, 2021 March 10, 2021 0.500 3.000 3.500 October 28, 2020 November 24, 2020 November 10, 2020 0.375 0.000 0.375 July 30, 2020 August 28, 2020 August 14, 2020 0.300 0.050 0.350 May 8, 2020 June 10, 2020 June 1, 2020 0.250 0.000 0.250 March 3, 2020 March 31, 2020 March 17, 2020 0.250 0.100 0.350 October 30, 2019 November 26, 2019 November 14, 2019 0.175 0.475 0.650 August 1, 2019 August 29, 2019 August 15, 2019 0.175 0.325 0.500 May 1, 2019 May 29, 2019 May 15, 2019 0.080 0.180 0.260 March 5, 2019 March 26, 2019 March 19, 2019 0.080 0.000 0.080 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of reportable segments | Year Ended December 31, 2021 2020 2019 Capital Markets segment: Revenues - Services and fees $ 575,317 $ 339,877 $ 199,630 Trading income and fair value adjustments on loans 379,053 103,214 104,637 Interest income - Loans and securities lending 122,723 102,499 77,221 Total revenues 1,077,093 545,590 381,488 Selling, general and administrative expenses (345,455 ) (198,962 ) (175,369 ) Restructuring charge — (917 ) — Interest expense - Securities lending and loan participations sold (52,631 ) (42,451 ) (32,144 ) Depreciation and amortization (2,136 ) (2,386 ) (2,810 ) Segment income 676,871 300,874 171,165 Wealth Management segment: Revenues - Services and fees 374,361 72,345 65,073 Trading income and fair value adjustments on loans 7,623 804 1,826 Total revenues 381,984 73,149 66,899 Selling, general and administrative expenses (357,130 ) (68,368 ) (64,347 ) Restructuring recovery — — 4 Depreciation and amortization (8,920 ) (1,880 ) (2,048 ) Segment income 15,934 2,901 508 Auction and Liquidation segment: Revenues - Services and fees 20,169 63,101 18,296 Revenues - Sale of goods 53,348 25,663 4,220 Total revenues 73,517 88,764 22,516 Direct cost of services (30,719 ) (40,730 ) (33,295 ) Cost of goods sold (20,675 ) (9,766 ) (4,016 ) Selling, general and administrative expenses (14,069 ) (12,357 ) (10,731 ) Restructuring charge — (140 ) — Depreciation and amortization — (2 ) (7 ) Segment income (loss) 8,054 25,769 (25,533 ) Financial Consulting segment: Revenues - Services and fees 94,312 91,622 76,292 Selling, general and administrative expenses (77,062 ) (68,232 ) (58,226 ) Restructuring charge — (500 ) — Depreciation and amortization (356 ) (347 ) (252 ) Segment income 16,894 22,543 17,814 Principal Investments - Communications segment: Revenues - Services and fees 88,490 83,666 97,147 Revenues - Sale of goods 4,857 3,472 3,715 Total revenues 93,347 87,138 100,862 Direct cost of services (23,671 ) (19,721 ) (25,529 ) Cost of goods sold (6,278 ) (2,694 ) (3,559 ) Selling, general and administrative expenses (25,493 ) (20,352 ) (24,256 ) Depreciation and amortization (10,747 ) (11,011 ) (12,658 ) Restructuring charge — — (1,703 ) Segment income 27,158 33,360 33,157 Brands segment: Revenues - Services and fees 20,308 16,458 4,055 Selling, general and administrative expenses (3,178 ) (2,889 ) (881 ) Depreciation and amortization (2,745 ) (2,858 ) (507 ) Impairment of tradenames — (12,500 ) — Segment income (loss) 14,385 (1,789 ) 2,667 Consolidated operating income from reportable segments 759,296 383,658 199,778 Corporate and other expenses (58,905 ) (38,893 ) (33,127 ) Interest income 229 564 1,577 Gain on extinguishment of loans and other 3,796 — — Income (loss) on equity investments 2,801 (623 ) (1,431 ) Interest expense (92,455 ) (65,249 ) (50,205 ) Income before income taxes 614,762 279,457 116,592 Provision for income taxes (163,960 ) (75,440 ) (34,644 ) Net income 450,802 204,017 81,948 Net income (loss) attributable to noncontrolling interests 5,748 (1,131 ) 337 Net income attributable to B. Riley Financial, Inc. 445,054 205,148 81,611 Preferred stock dividends 7,457 4,710 264 Net income available to common shareholders $ 437,597 $ 200,438 $ 81,347 |
Schedule of revenues by geographical area | Year Ended December 31, 2021 2020 2019 Revenues: Revenues - Services and fees: North America $ 1,168,483 $ 641,127 $ 460,374 Australia — 664 58 Europe 4,474 25,278 61 Total Revenues - Services and fees $ 1,172,957 $ 667,069 $ 460,493 Trading income and fair value adjustments on loans North America $ 386,676 $ 104,018 $ 106,463 Revenues - Sale of goods North America $ 12,130 $ 6,788 $ 7,935 Europe 46,075 22,347 — Total Revenues - Sale of Goods $ 58,205 $ 29,135 $ 7,935 Revenues - Interest income - Loans and securities lending: North America $ 122,723 $ 102,499 $ 77,221 Total Revenues: North America $ 1,690,012 $ 854,432 $ 651,993 Australia — 664 58 Europe 50,549 47,625 61 Total Revenues $ 1,740,561 $ 902,721 $ 652,112 |
Revision of Prior Period Fina_2
Revision of Prior Period Financials (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revision Of Prior Period Financials [Abstract] | |
Schedule of condensed consolidated statement of cash flows | Year Ended December 31, 2020 As Previously Reported Adjustments As Revised Statement of Cash Flows Cash flows from investing activities: Purchase of equity investments $ (13,986 ) $ 6,486 $ (7,500 ) Funds received from trust account of subsidiary — 320,500 320,500 Investment of subsidiaries initial public offering proceeds into trust account — (176,750 ) (176,750 ) Net cash (used in) provided by investing activities $ (128,446 ) $ 150,236 $ 21,790 Cash flows from financing activities: Payment of debt issuance and offering costs $ (3,359 ) $ (6,486 ) $ (9,845 ) Redemption of subsidiary temporary equity and distributions — (318,750 ) (318,750 ) Proceeds from initial public offering of subsidiaries — 175,000 175,000 Net cash provided by (used in) financing activities $ 69,544 $ (150,236 ) $ (80,692 ) Year Ended December 31, 2019 As Previously Reported Adjustments As Revised Statement of Cash Flows Cash flows from investing activities: Purchase of equity investments $ (33,391 ) $ 4,634 $ (28,757 ) Investment of subsidiaries initial public offering proceeds into trust account — (143,750 ) (143,750 ) Net cash used in investing activities $ (298,590 ) $ (139,116 ) $ (437,706 ) Cash flows from financing activities: Payment of debt issuance and offering costs $ (3,425 ) $ (4,634 ) $ (8,059 ) Proceeds from initial public offering of subsidiaries — 143,750 143,750 Net cash provided by financing activities $ 250,176 $ 139,116 $ 389,292 |
Organization and Nature of Bu_2
Organization and Nature of Business Operations (Details) $ in Thousands | Feb. 25, 2021USD ($) |
Accounting Policies [Abstract] | |
Cash consideration, percentage | 55.00% |
Outstanding share based awards | $ 35,314 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ / shares in Units, € in Thousands, $ in Thousands | Feb. 25, 2021USD ($) | Jan. 15, 2021$ / sharesshares | Nov. 10, 2020USD ($)shares | Jun. 30, 2018 | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2021EUR (€)shares | Dec. 20, 2021USD ($) | Dec. 31, 2020EUR (€)shares | Jun. 11, 2020shares | Oct. 28, 2019$ / sharesshares | May 16, 2019USD ($)$ / sharesshares | Jul. 03, 2017$ / sharesshares |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Loan participations sold | $ 17,316 | |||||||||||||
Interest expense from loan participations | $ 878 | 1,961 | $ 1,405 | |||||||||||
Advertising costs | 3,681 | 3,013 | 1,903 | |||||||||||
Recognized compensation expense | $ 758 | $ 377 | 322 | |||||||||||
Number of shares reserved for future issuance (in Shares) | shares | 450,717 | 502,326 | 450,717 | 502,326 | ||||||||||
Restricted cash | $ 927 | $ 764 | ||||||||||||
Telecommunication suppliers | 471 | |||||||||||||
Depreciation and amortization | 3,865 | 3,632 | 5,202 | |||||||||||
Loans receivable | 35,000 | |||||||||||||
Net of unamortized costs, origination fees, premiums and discounts | 9,304 | 11,337 | ||||||||||||
Net unrealized gains | 10,035 | |||||||||||||
Unrealized gains (losses) | 22,033 | |||||||||||||
Cash | $ 400,000 | |||||||||||||
Loan receivable | 61,687 | $ 400,000 | ||||||||||||
Impairment charges | 12,500 | |||||||||||||
Partnership investment interests | 77,383 | 74,923 | ||||||||||||
Investment securities | 59,745 | 26,948 | ||||||||||||
Changes in fair value | 2,473 | |||||||||||||
Senior notes payable | 1,606,560 | 870,783 | ||||||||||||
Fair value | 1,661,189 | 898,606 | ||||||||||||
Forward exchange contracts (in Euro) | € | € 12,700 | |||||||||||||
Forward exchange contracts settled (in Euro) | € | 6,700 | |||||||||||||
Forward exchange contracts (in Euro) | € | € 6,000 | € 6,000 | ||||||||||||
Transaction gains (losses) | $ 1,256 | (639) | (238) | |||||||||||
Redemption value (in Shares) | shares | 345,000 | |||||||||||||
Deemed dividend | $ 18,182 | |||||||||||||
Offering costs incurred | 7,716 | |||||||||||||
Public warrants amount | 10,466 | |||||||||||||
Equity investments | 39,190 | 54,953 | ||||||||||||
Purchase of common stock, percentage | 55.00% | |||||||||||||
Participation agreements amount | 17,316 | |||||||||||||
Equity securities | 133,453 | 11,133 | 12,209 | |||||||||||
Sale of equity securities | 51,000 | 26,238 | ||||||||||||
Repayment of loan with equity securities | 2,800 | |||||||||||||
Loan receivable converted to equity | 200 | |||||||||||||
Operating lease right-of-use assets | 56,969 | 48,799 | 1,032 | |||||||||||
Operating lease liabilities | 69,072 | 60,778 | 1,032 | |||||||||||
Fund amount | 24,434 | |||||||||||||
Note payable | $ 37,253 | |||||||||||||
Purchase of warrants | $ 990 | |||||||||||||
Agent fees | $ 66,263 | |||||||||||||
Consummated units (in Shares) | shares | 1,413,045 | |||||||||||||
sold price per unit (in Dollars per share) | $ / shares | $ 46 | $ 10 | ||||||||||||
Assets held in trust | $ 345,000 | |||||||||||||
Wunderlich Warrant [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Warrants repurchased (in Shares) | shares | 821,816 | |||||||||||||
Warrant [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Warrants repurchased (in Shares) | shares | 638,311 | |||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 4.35 | $ 17.5 | ||||||||||||
Warrants outstanding | $ 2,777 | |||||||||||||
Warrants held in cancelled (in Shares) | shares | 167,352 | |||||||||||||
Class of warrant or right, outstanding (in Shares) | shares | 16,153 | 16,153 | ||||||||||||
BR Brands Warrants [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Warrants repurchased (in Shares) | shares | 200,000 | |||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 26.24 | |||||||||||||
Class of warrant or right, outstanding (in Shares) | shares | 200,000 | 200,000 | 200,000 | 200,000 | ||||||||||
Loans Receivable [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Loans receivable fair value | $ 873,186 | $ 390,689 | ||||||||||||
Great American Global Partners, LLC [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Ownership, percentage | 50.00% | 50.00% | ||||||||||||
Bebe Stores Inc. ("bebe") [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Ownership, percentage | 40.10% | 39.50% | 40.10% | 39.50% | ||||||||||
Additional purchase of shares (in Shares) | shares | 71,970 | |||||||||||||
Additional purchase of value | $ 612 | |||||||||||||
National Holdings Corporation [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Ownership, percentage | 55.00% | 45.00% | 45.00% | |||||||||||
Fair Value, Inputs, Level 3 [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Warrant liability | ||||||||||||||
Warrant [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Warrant liability | $ 12,938 | |||||||||||||
IPO [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Consummated units (in Shares) | shares | 17,250,000 | |||||||||||||
Fair Value, Measurements, Recurring [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Loans receivable carrying value | $ 877,527 | $ 405,064 | ||||||||||||
Loans receivable | 886,831 | 416,401 | ||||||||||||
Total assets measured in Level 3 | $ 1,250,735 | $ 539,981 | ||||||||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Percentage of total assets measured in Level 3 of the hierarchy level | 21.40% | 20.30% | 21.40% | 20.30% | ||||||||||
Fixed Income Securities [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Interest expense | $ 51,753 | $ 40,490 | ||||||||||||
Forward Contracts [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Net gain (loss) forward exchange contract | $ 1,052 | 285 | ||||||||||||
National Holdings Corporation [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Settlement of outstanding share based awards | $ 35,314 | |||||||||||||
2018 Employee Stock Purchase Plan [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Market value percentage | 85.00% | |||||||||||||
Maximum [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Cash fee percentage | 10.00% | |||||||||||||
Carried interest percentage | 15.00% | |||||||||||||
Maximum [Member] | Bebe Stores Inc. ("bebe") [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Ownership, percentage | 39.50% | |||||||||||||
Minimum [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Cash fee percentage | 7.00% | |||||||||||||
Carried interest percentage | 8.00% | |||||||||||||
Minimum [Member] | Bebe Stores Inc. ("bebe") [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Ownership, percentage | 40.10% | |||||||||||||
Equity investments [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Operating lease right-of-use assets | $ 18,862 | 8,915 | ||||||||||||
Operating lease liabilities | $ 20,137 | $ 8,915 | ||||||||||||
Common Class A [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 11.5 | |||||||||||||
BRPM 150 [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Gross proceeds | $ 172,500 | |||||||||||||
BRPM 250 [Member] | ||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||
Gross proceeds | $ 172,500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of cash, cash equivalents and restricted cash - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of cash, cash equivalents and restricted cash [Abstract] | ||
Cash and cash equivalents | $ 278,933 | $ 103,602 |
Restricted cash | 927 | 1,235 |
Total cash, cash equivalents and restricted cash | $ 279,860 | $ 104,837 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of securities and other investments owned and securities sold not yet purchased at fair value - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Securities and other investments owned: | ||
Total securities and other investments owned | $ 1,532,095 | $ 777,319 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 28,623 | 10,105 |
Corporate bonds [Member] | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 7,632 | 3,195 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 6,327 | 4,288 |
Other fixed income securities [Member] | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 2,606 | 1,913 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 1,994 | 1,242 |
Partnership interests and other [Member] | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 77,383 | 74,923 |
Equity securities [Member] | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 1,444,474 | 697,288 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | $ 20,302 | $ 4,575 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Funds held in trust account | $ 345,024 | |
Securities and other investments owned: | ||
Total securities and other investments owned | 1,532,095 | 777,319 |
Loans receivable, at fair value | 167,744 | 295,809 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 28,623 | 10,105 |
Fair Value [Member] | ||
Assets: | ||
Funds held in trust account | 345,024 | |
Securities and other investments owned: | ||
Total securities and other investments owned | 1,394,967 | 675,448 |
Loans receivable, at fair value | 873,186 | 390,689 |
Total assets measured at fair value | 2,613,177 | 1,066,137 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 28,623 | 10,105 |
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 | 4,506 | 4,700 |
Warrant liabilities | 12,938 | |
Total liabilities measured at fair value | 46,067 | 14,805 |
Quoted prices in active markets for identical assets (Level 1) [Member] | ||
Assets: | ||
Funds held in trust account | 345,024 | |
Securities and other investments owned: | ||
Total securities and other investments owned | 1,007,180 | 521,048 |
Loans receivable, at fair value | ||
Total assets measured at fair value | 1,352,204 | 521,048 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 20,302 | 4,575 |
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 | ||
Warrant liabilities | 12,938 | |
Total liabilities measured at fair value | 33,240 | 4,575 |
Other observable inputs (Level 2) [Member] | ||
Assets: | ||
Funds held in trust account | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 10,238 | 5,108 |
Loans receivable, at fair value | ||
Total assets measured at fair value | 10,238 | 5,108 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 8,321 | 5,530 |
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 | ||
Warrant liabilities | ||
Total liabilities measured at fair value | 8,321 | 5,530 |
Significant unobservable inputs (Level 3) [Member] | ||
Assets: | ||
Funds held in trust account | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 377,549 | 149,292 |
Loans receivable, at fair value | 873,186 | 390,689 |
Total assets measured at fair value | 1,250,735 | 539,981 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | ||
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 | 4,506 | 4,700 |
Warrant liabilities | ||
Total liabilities measured at fair value | 4,506 | 4,700 |
Equity securities [Member] | Fair Value [Member] | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 1,384,729 | 670,340 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 20,302 | 4,575 |
Equity securities [Member] | Quoted prices in active markets for identical assets (Level 1) [Member] | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 1,007,180 | 521,048 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 20,302 | 4,575 |
Equity securities [Member] | Other observable inputs (Level 2) [Member] | ||
Securities and other investments owned: | ||
Total securities and other investments owned | ||
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | ||
Equity securities [Member] | Significant unobservable inputs (Level 3) [Member] | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 377,549 | 149,292 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | ||
Corporate bonds [Member] | Fair Value [Member] | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 7,632 | 3,195 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 6,327 | 4,288 |
Corporate bonds [Member] | Quoted prices in active markets for identical assets (Level 1) [Member] | ||
Securities and other investments owned: | ||
Total securities and other investments owned | ||
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | ||
Corporate bonds [Member] | Other observable inputs (Level 2) [Member] | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 7,632 | 3,195 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 6,327 | 4,288 |
Corporate bonds [Member] | Significant unobservable inputs (Level 3) [Member] | ||
Securities and other investments owned: | ||
Total securities and other investments owned | ||
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | ||
Other fixed income securities [Member] | Fair Value [Member] | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 2,606 | 1,913 |
Other fixed income securities [Member] | Quoted prices in active markets for identical assets (Level 1) [Member] | ||
Securities and other investments owned: | ||
Total securities and other investments owned | ||
Other fixed income securities [Member] | Other observable inputs (Level 2) [Member] | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 2,606 | 1,913 |
Other fixed income securities [Member] | Significant unobservable inputs (Level 3) [Member] | ||
Securities and other investments owned: | ||
Total securities and other investments owned | ||
Other fixed income securities [Member] | Fair Value [Member] | ||
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 1,994 | 1,242 |
Other fixed income securities [Member] | Quoted prices in active markets for identical assets (Level 1) [Member] | ||
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | ||
Other fixed income securities [Member] | Other observable inputs (Level 2) [Member] | ||
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 1,994 | 1,242 |
Other fixed income securities [Member] | Significant unobservable inputs (Level 3) [Member] | ||
Securities sold not yet purchased: | ||
Total securities sold not yet purchased |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of fair value measurement of level 3 financial assets and liabilities - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Equity securities [Member] | |
Assets: | |
Fair value Assets | $ 291,178 |
Valuation Technique | Market approach |
Unobservable Input | Multiple of EBITDA |
Weighted Average | 6.67x |
Equity securities [Member] | Minimum [Member] | |
Assets: | |
Range | 3.25 |
Equity securities [Member] | Maximum [Member] | |
Assets: | |
Range | 17.50 |
Equity securities [Member] | |
Assets: | |
Unobservable Input | Multiple of PV-10 |
Weighted Average | 0.61x |
Equity securities [Member] | Minimum [Member] | |
Assets: | |
Range | 0.60 |
Equity securities [Member] | Maximum [Member] | |
Assets: | |
Range | 0.65 |
Equity securities [Member] | |
Assets: | |
Unobservable Input | Multiple of Sales |
Weighted Average | 1.48x |
Equity securities [Member] | Minimum [Member] | |
Assets: | |
Range | 1.45 |
Equity securities [Member] | Maximum [Member] | |
Assets: | |
Range | 1.60 |
Equity securities [Member] | |
Assets: | |
Unobservable Input | Market price of related security |
Weighted Average | $42.13 |
Equity securities [Member] | Minimum [Member] | |
Assets: | |
Range | $0.84 |
Equity securities [Member] | Maximum [Member] | |
Assets: | |
Range | $51.43 |
Equity securities [Member] | |
Assets: | |
Fair value Assets | $ 74,157 |
Valuation Technique | Discounted cash flow |
Unobservable Input | Market interest rate |
Range | 14.8% |
Weighted Average | 14.8% |
Equity securities [Member] | |
Assets: | |
Fair value Assets | $ 12,214 |
Valuation Technique | Option pricing model |
Unobservable Input | Annualized volatility |
Weighted Average | 0.74 |
Equity securities [Member] | Minimum [Member] | |
Assets: | |
Range | 0.30 |
Equity securities [Member] | Maximum [Member] | |
Assets: | |
Range | 2.80 |
Loans receivable at fair value [Member] | |
Assets: | |
Fair value Assets | $ 873,186 |
Valuation Technique | Discounted cash flow |
Unobservable Input | Market interest rate |
Weighted Average | 26.3% |
Loans receivable at fair value [Member] | Minimum [Member] | |
Assets: | |
Range | 6.0% |
Loans receivable at fair value [Member] | Maximum [Member] | |
Assets: | |
Range | 38.0% |
Loans receivable at fair value [Member] | |
Assets: | |
Fair value Assets | $ 1,250,735 |
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 [Member] | |
Liabilities: | |
Fair value Liabilities | $ 4,506 |
Valuation Technique | Market approach |
Unobservable Input | Operating income multiple |
Range | 6.0 |
Weighted Average | 6.0x |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of fair value measurement of level 3 financial assets and liabilities - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity securities [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at Beginning of period | $ 149,292 | $ 109,251 |
Fair Value Adjustments | 88,804 | (4,358) |
Relating to Undistributed Earnings | ||
Purchases, Sales and Settlements | 138,766 | 54,178 |
Transfer in and/or out of Level 3 | 687 | (9,779) |
Balance at End of period | 377,549 | 149,292 |
Loans receivable at fair value [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at Beginning of period | 390,689 | 43,338 |
Fair Value Adjustments | 10,035 | (22,033) |
Relating to Undistributed Earnings | 10,952 | 4,409 |
Purchases, Sales and Settlements | 461,510 | 139,127 |
Transfer in and/or out of Level 3 | 225,848 | |
Balance at End of period | 873,186 | 390,689 |
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at Beginning of period | 4,700 | |
Fair Value Adjustments | ||
Relating to Undistributed Earnings | (194) | |
Purchases, Sales and Settlements | ||
Transfer in and/or out of Level 3 | ||
Balance at End of period | 4,506 | 4,700 |
Warrant liabilities [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at Beginning of period | ||
Fair Value Adjustments | ||
Relating to Undistributed Earnings | ||
Purchases, Sales and Settlements | 10,466 | |
Transfer in and/or out of Level 3 | (10,466) | |
Balance at End of period | ||
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at Beginning of period | $ 4,700 | 4,616 |
Fair Value Adjustments | ||
Relating to Undistributed Earnings | 84 | |
Purchases, Sales and Settlements | ||
Transfer in and/or out of Level 3 | ||
Balance at End of period | $ 4,700 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of investments in the VIE $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of investments in the VIE [Abstract] | |
Securities and other investments owned, at fair value | $ 27,445 |
Loans receivable, at fair value | 205,265 |
Other assets | 4,956 |
Maximum exposure to loss | $ 237,666 |
Restructuring Charge (Details)
Restructuring Charge (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Restructuring and Related Activities [Abstract] | ||
Restructuring charges | $ 1,557 | $ 1,699 |
Restructuring Charge (Details)
Restructuring Charge (Details) - Schedule of changes in accrued restructuring charge - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of changes in accrued restructuring charge [Abstract] | |||
Balance, beginning of period | $ 727 | $ 1,600 | $ 3,855 |
Restructuring charge | 1,557 | 1,699 | |
Cash paid | (114) | (901) | (4,150) |
Non-cash items | 11 | (1,529) | 196 |
Balance, end of period | $ 624 | $ 727 | $ 1,600 |
Restructuring Charge (Details_2
Restructuring Charge (Details) - Schedule of summarize the restructuring activities by reportable segment - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Impairment of intangible assets | $ 1,557 | ||
Total restructuring charge | 1,557 | $ 1,699 | |
Employee termination costs | 1,594 | ||
Facility closure and consolidation charge (recovery) | 105 | ||
Capital Markets [Member] | |||
Segment Reporting Information [Line Items] | |||
Impairment of intangible assets | 917 | ||
Total restructuring charge | 917 | ||
Employee termination costs | |||
Facility closure and consolidation charge (recovery) | |||
Wealth Management [Member] | |||
Segment Reporting Information [Line Items] | |||
Impairment of intangible assets | |||
Total restructuring charge | (4) | ||
Employee termination costs | |||
Facility closure and consolidation charge (recovery) | (4) | ||
Auction and Liquidation [Member] | |||
Segment Reporting Information [Line Items] | |||
Impairment of intangible assets | 140 | ||
Total restructuring charge | 140 | ||
Employee termination costs | |||
Facility closure and consolidation charge (recovery) | |||
Financial Consulting [Member] | |||
Segment Reporting Information [Line Items] | |||
Impairment of intangible assets | 500 | ||
Total restructuring charge | 500 | ||
Employee termination costs | |||
Facility closure and consolidation charge (recovery) | |||
Principal Investments - Communications [Member] | |||
Segment Reporting Information [Line Items] | |||
Impairment of intangible assets | |||
Total restructuring charge | 1,703 | ||
Employee termination costs | 1,594 | ||
Facility closure and consolidation charge (recovery) | $ 109 |
Securities Lending (Details) -
Securities Lending (Details) - Schedule of contractual gross and net securities borrowing and lending balances - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of contractual gross and net securities borrowing and lending balances [Abstract] | |||
Securities borrowed, Gross amounts recognized | $ 2,090,966 | $ 765,457 | |
Securities borrowed, Gross amounts offset in the consolidated balance sheets | [1] | ||
Securities borrowed, Net amounts included in the consolidated balance sheets | 2,090,966 | 765,457 | |
Securities borrowed, Amounts not offset in the consolidated balance sheets but eligible for offsetting upon counterparty default | [2] | 2,090,966 | 765,457 |
Securities borrowed, Net amounts | |||
Securities loaned, Gross amounts recognized | 2,088,685 | 759,810 | |
Securities loaned, Gross amounts offset in the consolidated balance sheets | [1] | ||
Securities loaned, Net amounts included in the consolidated balance sheets | 2,088,685 | 759,810 | |
Securities loaned, Amounts not offset in the consolidated balance sheets but eligible for offsetting upon counterparty default | [2] | 2,088,685 | 759,810 |
Securities loaned, Net amounts | |||
[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. |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of components of accounts receivable, net - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of components of accounts receivable, net [Abstract] | ||
Accounts receivable | $ 39,045 | $ 33,604 |
Investment banking fees, commissions and other receivables | 14,286 | 10,316 |
Total accounts receivable | 53,331 | 43,920 |
Allowance for doubtful accounts | (3,658) | (3,114) |
Accounts receivable, net | $ 49,673 | $ 40,806 |
Accounts Receivable (Details)_2
Accounts Receivable (Details) - Schedule of allowance for doubtful accounts - Accounts Receivable [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Balance, beginning of period | $ 3,114 | $ 1,514 | $ 696 |
Add: Additions to reserve | 1,453 | 3,385 | 2,126 |
Less: Write-offs | (1,074) | (1,785) | (1,151) |
Less: Recovery | 165 | (157) | |
Balance, end of period | $ 3,658 | $ 3,114 | $ 1,514 |
Prepaid Expenses and Other As_3
Prepaid Expenses and Other Assets (Details) - Schedule of prepaids and other assets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of prepaids and other assets [Abstract] | ||
Funds held in trust account | $ 345,024 | |
Equity investments | 39,190 | 54,953 |
Prepaid expenses | 14,965 | 7,371 |
Unbilled receivables | 12,315 | 5,712 |
Other receivables | 40,483 | 16,230 |
Other assets | 11,525 | 8,908 |
Prepaid expenses and other assets | $ 463,502 | $ 93,174 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 3,865 | $ 3,632 | $ 5,202 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 35,114 | $ 30,515 |
Less: Accumulated depreciation and amortization | (22,244) | (18,830) |
Property and equipment, net | $ 12,870 | 11,685 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Description of useful life | Shorter of the remaining lease term or estimated useful life | |
Property and equipment, Gross | $ 13,766 | 10,737 |
Machinery, equipment and computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 16,624 | 15,650 |
Machinery, equipment and computer software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 1 year 9 months 18 days | |
Machinery, equipment and computer software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 15 years | |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 4,724 | $ 4,128 |
Estimated Useful Lives | 5 years |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 250,568 | $ 227,046 | $ 223,697 | ||
Amortization expense | 22,006 | $ 15,737 | $ 13,846 | ||
Estimated future amortization expense 2021 | 20,116 | ||||
Estimated future amortization expense 2022 | 17,769 | ||||
Estimated future amortization expense 2023 | 13,832 | ||||
Estimated future amortization expense 2024 | 10,386 | ||||
Estimated future amortization expense 2025 | 10,410 | ||||
Estimated future amortization expense after 2025 | $ 9,861 | ||||
Additional impairment charge | $ 4,000 | ||||
Impairment charge | $ 8,500 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Details) - Schedule of carrying amount of goodwill - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Other Intangible Assets (Details) - Schedule of carrying amount of goodwill [Line Items] | ||
Beginning Balance | $ 227,046 | $ 223,697 |
Ending Balance | 250,568 | 227,046 |
Goodwill acquired during the year: | ||
Acquisition of other business | 23,522 | 3,349 |
Capital Markets Segment [Member] | ||
Goodwill and Other Intangible Assets (Details) - Schedule of carrying amount of goodwill [Line Items] | ||
Beginning Balance | 50,806 | 50,806 |
Ending Balance | 51,338 | 50,806 |
Goodwill acquired during the year: | ||
Acquisition of other business | 532 | |
Wealth Management Segment [Member] | ||
Goodwill and Other Intangible Assets (Details) - Schedule of carrying amount of goodwill [Line Items] | ||
Beginning Balance | 28,396 | 28,396 |
Ending Balance | 51,195 | 28,396 |
Goodwill acquired during the year: | ||
Acquisition of other business | 22,799 | |
Auction and Liquidation Segment [Member] | ||
Goodwill and Other Intangible Assets (Details) - Schedule of carrying amount of goodwill [Line Items] | ||
Beginning Balance | 1,975 | 1,975 |
Ending Balance | 1,975 | 1,975 |
Goodwill acquired during the year: | ||
Acquisition of other business | ||
Financial Consulting Segment [Member] | ||
Goodwill and Other Intangible Assets (Details) - Schedule of carrying amount of goodwill [Line Items] | ||
Beginning Balance | 23,680 | 20,331 |
Ending Balance | 23,680 | 23,680 |
Goodwill acquired during the year: | ||
Acquisition of other business | 3,349 | |
Principal Investments- United Online and magicJack Segment [Member] | ||
Goodwill and Other Intangible Assets (Details) - Schedule of carrying amount of goodwill [Line Items] | ||
Beginning Balance | 122,189 | 122,189 |
Ending Balance | 122,380 | $ 122,189 |
Goodwill acquired during the year: | ||
Acquisition of other business | $ 191 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets (Details) - Schedule of intangible assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Amortizable assets: | ||
Gross Carrying Value | $ 152,730 | $ 113,858 |
Accumulated Amortization | 70,355 | 48,389 |
Intangibles Net | 82,375 | 65,469 |
Non-amortizable assets: | ||
Gross Carrying Value | 278,006 | 239,134 |
Accumulated Amortization | 70,355 | 48,389 |
Intangibles Net | 207,651 | 190,745 |
Customer relationships [Member] | ||
Amortizable assets: | ||
Gross Carrying Value | 130,801 | 98,898 |
Accumulated Amortization | 59,671 | 40,281 |
Intangibles Net | $ 71,130 | 58,617 |
Customer relationships [Member] | Minimum [Member] | ||
Amortizable assets: | ||
Useful Life | 1 month 6 days | |
Customer relationships [Member] | Maximum [Member] | ||
Amortizable assets: | ||
Useful Life | 16 years | |
Domain Names [Member] | ||
Amortizable assets: | ||
Useful Life | 7 years | |
Gross Carrying Value | $ 185 | 235 |
Accumulated Amortization | 143 | 148 |
Intangibles Net | $ 42 | 87 |
Advertising Relationships [Member] | ||
Amortizable assets: | ||
Useful Life | 8 years | |
Gross Carrying Value | $ 100 | 100 |
Accumulated Amortization | 69 | 56 |
Intangibles Net | 31 | 44 |
Internally Developed Software and Other Intangibles [Member] | ||
Amortizable assets: | ||
Gross Carrying Value | 15,275 | 11,775 |
Accumulated Amortization | 8,820 | 6,913 |
Intangibles Net | $ 6,455 | 4,862 |
Internally Developed Software and Other Intangibles [Member] | Minimum [Member] | ||
Amortizable assets: | ||
Useful Life | 6 months | |
Internally Developed Software and Other Intangibles [Member] | Maximum [Member] | ||
Amortizable assets: | ||
Useful Life | 5 years | |
Trademarks [Member] | ||
Amortizable assets: | ||
Gross Carrying Value | $ 6,369 | 2,850 |
Accumulated Amortization | 1,652 | 991 |
Intangibles Net | $ 4,717 | 1,859 |
Trademarks [Member] | Minimum [Member] | ||
Amortizable assets: | ||
Useful Life | 6 years | |
Trademarks [Member] | Maximum [Member] | ||
Amortizable assets: | ||
Useful Life | 10 years | |
Tradenames [Member] | ||
Non-amortizable assets: | ||
Gross Carrying Value | $ 125,276 | 125,276 |
Accumulated Amortization | ||
Intangibles Net | $ 125,276 | $ 125,276 |
Leasing Arrangements (Details)
Leasing Arrangements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leasing Arrangements (Details) [Line Items] | |||
Weighted average lease term | 7 years 4 months 24 days | 7 years 2 months 12 days | |
Operating lease terms | 10 years | 11 years | |
Weighted average discount rate | 5.25% | 5.55% | |
Total operating lease expense | $ 15,230 | $ 13,434 | $ 12,582 |
Operating lease expense attributable to lease expenses | 1,377 | 1,225 | 1,289 |
Operating lease liabilities | 16,125 | ||
Leasing Arrangements [Member] | |||
Leasing Arrangements (Details) [Line Items] | |||
Operating lease liabilities | 15,509 | 12,901 | 12,934 |
Non-cash lease expense transactions | $ 3,750 | $ 3,314 | $ 3,679 |
Leasing Arrangements (Details)
Leasing Arrangements (Details) - Schedule of maturities operating lease liabilities $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of maturities operating lease liabilities [Abstract] | |
2022 | $ 16,125 |
2023 | 12,629 |
2024 | 12,232 |
2025 | 11,417 |
2026 | 7,977 |
Thereafter | 21,517 |
Total lease payments | 81,897 |
Less: imputed interest | (12,825) |
Total operating lease liability | $ 69,072 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Apr. 21, 2017 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Apr. 15, 2020 | Apr. 10, 2020 | Mar. 19, 2015 | |
Notes Payable (Details) [Line Items] | |||||||||
Interest expense | $ 92,455 | $ 65,249 | $ 50,205 | ||||||
Principal amount | $ 973 | $ 5,524 | |||||||
Gain on extinguishment of loans | $ 6,509 | 6,509 | |||||||
Lingo Management, LLC [Member] | |||||||||
Notes Payable (Details) [Line Items] | |||||||||
Interest expense | 238 | 447 | |||||||
Garrison TNCI LLC [Member] | Lingo Management, LLC [Member] | |||||||||
Notes Payable (Details) [Line Items] | |||||||||
Notes Payable | 37,253 | ||||||||
Percentage of accrued interest | 12.50% | ||||||||
Clearing Organisation [Member] | |||||||||
Notes Payable (Details) [Line Items] | |||||||||
Credit facility | 357 | 714 | |||||||
Interest expense | $ 21 | 51 | 87 | ||||||
Accrued interest, percentage | 5.25% | ||||||||
Clearing Organisation [Member] | Notes Payable [Member] | |||||||||
Notes Payable (Details) [Line Items] | |||||||||
Accrued interest, percentage | 2.00% | ||||||||
Asset Based Credit Facility [Member] | Second Amended and Restated Credit Agreement [Member] | Wells Fargo Bank, National Association [Member] | |||||||||
Notes Payable (Details) [Line Items] | |||||||||
Payment for closing fee | $ 500 | ||||||||
Interest expense | $ 435 | $ 639 | $ 1,503 | ||||||
Asset Based Credit Facility [Member] | Second Amended and Restated Credit Agreement [Member] | Wells Fargo Bank, National Association [Member] | Minimum [Member] | |||||||||
Notes Payable (Details) [Line Items] | |||||||||
Borrowing capacity credit facility | $ 100,000 | ||||||||
Credit agreement interest rate | 2.25% | ||||||||
Credit facility success fees, percentage | 2.50% | ||||||||
Asset Based Credit Facility [Member] | Second Amended and Restated Credit Agreement [Member] | Wells Fargo Bank, National Association [Member] | Maximum [Member] | |||||||||
Notes Payable (Details) [Line Items] | |||||||||
Borrowing capacity credit facility | $ 200,000 | ||||||||
Credit agreement interest rate | 3.25% | ||||||||
Credit facility success fees, percentage | 17.50% | ||||||||
Line of Credit [Member] | Clearing Organisation [Member] | Wells Fargo Bank, National Association [Member] | |||||||||
Notes Payable (Details) [Line Items] | |||||||||
Borrowing capacity credit facility | $ 50,000 | ||||||||
UK Credit Agreement [Member] | |||||||||
Notes Payable (Details) [Line Items] | |||||||||
Credit facility | $ 200,000 |
Term Loans and Revolving Cred_2
Term Loans and Revolving Credit Facility (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2021 | Dec. 16, 2021 | Dec. 31, 2020 | Dec. 19, 2023 | Dec. 17, 2021 | Jun. 23, 2021 | Apr. 15, 2020 | Apr. 10, 2020 | Feb. 01, 2019 | |
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Aggregate principal amount | $ 973,000 | $ 5,524,000 | |||||||||||
Amortization of deferred debt issuance costs | $ 305,000 | ||||||||||||
Interest on revolving | 1,915,000 | ||||||||||||
Amount of unused commitment fees | $ 76,000 | ||||||||||||
Permitted distribution amount | $ 30,000,000 | ||||||||||||
Euro [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Interest rate | 4.50% | ||||||||||||
Euro [Member] | Base Rate [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Interest rate | 3.50% | ||||||||||||
Second Amendment [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Aggregate principal amount | $ 100,000,000 | ||||||||||||
Revolving Credit Facility [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Secured term loan | $ 200,000,000 | ||||||||||||
Operating value | $ 135,000,000 | ||||||||||||
Financial Covenant, Net asset value | $ 1,100,000,000 | ||||||||||||
Term loan facility amortize in equal installments percentage | 1.25% | ||||||||||||
Term loan facility amount | $ 3,750,000 | ||||||||||||
Outstanding balance | 292,650,000 | ||||||||||||
Unamortized debt issuance costs | 7,350,000 | ||||||||||||
Term loan Interest | 5,907,000 | ||||||||||||
Amortization of deferred debt issuance costs | $ 766,000 | ||||||||||||
Interest rate | 4.72% | ||||||||||||
Revolving credit facility | $ 80,000,000 | ||||||||||||
Revolving facility interest rate | 4.67% | ||||||||||||
BRPI Acquisition Co LLC [Member] | Minimum [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Interest rate | 2.75% | ||||||||||||
BRPI Acquisition Co LLC [Member] | Maximum [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Interest rate | 3.25% | ||||||||||||
BRPI Acquisition Co LLC [Member] | Term Loan [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Unamortized debt issuance costs | $ 278,000 | ||||||||||||
BRPAC Credit Agreement [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Term loan to Borrowers amount | 75,000 | ||||||||||||
Permitted distribution amount | $ 30,000 | ||||||||||||
Loan term | 5 years | ||||||||||||
Forecast [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Quarterly installments for term loan | $ 4,116,000 | $ 2,663,000 | $ 3,147,000 | $ 3,631,000 | |||||||||
Term Loan [Member] | Revolving Credit Facility [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Secured loan | $ 80,000,000 | ||||||||||||
BRPAC Credit Agreement [Member] | Term Loan [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Aggregate principal amount | $ 10,000,000 | ||||||||||||
Final maturity date of agreement | Dec. 19, 2023 | ||||||||||||
BRPAC Credit Agreement [Member] | BRPI Acquisition Co LLC [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Unamortized debt issuance costs | $ 350,000 | ||||||||||||
Interest expense | $ 4,609,000 | ||||||||||||
BRPAC Credit Agreement [Member] | BRPI Acquisition Co LLC [Member] | Term Loan [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Interest rate | 3.17% | 3.40% | |||||||||||
Outstanding balance | $ 53,735,000 | $ 74,213,000 | |||||||||||
Unamortized debt issuance costs | 300,000 | ||||||||||||
Amortization of deferred debt issuance costs | 582,000 | ||||||||||||
Interest expense | $ 2,468,000 | 2,369,000 | |||||||||||
BRPAC Credit Agreement [Member] | Credit Parties [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Rate of equity interests | 100.00% | ||||||||||||
BRPAC Credit Agreement [Member] | United Online Software Development (India) Private Limited [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Rate of equity interests | 65.00% | ||||||||||||
BRPAC Credit Agreement [Member] | MagicJack VocalTec LTD [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Rate of equity interests | 65.00% | ||||||||||||
BRPAC Credit Agreement [Member] | Banc of California, N.A. [Member] | Subsequent Event [Member] | BRPI Acquisition Co LLC [Member] | Term Loan [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Principal amount | $ 80,000,000 | ||||||||||||
BRPAC Credit Agreement [Member] | City National Bank [Member] | BRPI Acquisition Co LLC [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Amortization of deferred debt issuance costs | $ 787,000 | ||||||||||||
BRPAC Credit Agreement [Member] | City National Bank [Member] | BRPI Acquisition Co LLC [Member] | Minimum [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Principal amount | $ 80,000,000 | ||||||||||||
BRPAC Credit Agreement [Member] | City National Bank [Member] | BRPI Acquisition Co LLC [Member] | Maximum [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Principal amount | 90,000,000 | ||||||||||||
BRPAC Credit Agreement [Member] | City National Bank [Member] | BRPI Acquisition Co LLC [Member] | Term Loan [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Additional borrowed amount (the "Option Loan") | $ 10,000,000 | ||||||||||||
Option Loan [Member] | |||||||||||||
Term Loans and Revolving Credit Facility (Details) [Line Items] | |||||||||||||
Aggregate principal amount | $ 10,000,000 |
Senior Notes Payable (Details)
Senior Notes Payable (Details) - USD ($) $ in Thousands | Sep. 04, 2021 | Aug. 04, 2021 | Dec. 03, 2020 | Oct. 22, 2021 | Jul. 26, 2021 | Mar. 31, 2021 | Mar. 29, 2021 | Jan. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 03, 2021 |
Senior Notes Payable (Details) [Line Items] | ||||||||||||
Accrued interest paid | $ 957 | |||||||||||
Aggregate principal amount | $ 122,793 | |||||||||||
Aggregate principal amount percentage | 100.00% | |||||||||||
Senior notes outstanding total | $ 1,606,560 | |||||||||||
Unamortized Debt Issuance Expenses | $ 21,489 | |||||||||||
Senior notes outstanding | $ 870,783 | |||||||||||
Net of unamortized debt issue costs | $ 9,557 | |||||||||||
Weighted average interest rate | 5.69% | 6.95% | ||||||||||
Interest expense on senior notes total | $ 81,475 | $ 61,233 | $ 43,823 | |||||||||
Senior Notes [Member] | ||||||||||||
Senior Notes Payable (Details) [Line Items] | ||||||||||||
Total senior notes outstanding | 233,416 | |||||||||||
6.0% 2028 Notes [Member] | ||||||||||||
Senior Notes Payable (Details) [Line Items] | ||||||||||||
Senior notes payable | $ 230,000 | |||||||||||
Interest rate | 6.00% | |||||||||||
Net proceeds | $ 225,723 | |||||||||||
Underwriting commissions, fees and other issuance costs | $ 4,277 | |||||||||||
Bear interest rate | 6.00% | |||||||||||
Senior Notes 5.5% 2026 [Member] | ||||||||||||
Senior Notes Payable (Details) [Line Items] | ||||||||||||
Senior notes payable | $ 159,493 | |||||||||||
Interest rate | 5.50% | |||||||||||
Net proceeds | $ 317,633 | $ 156,260 | ||||||||||
Underwriting commissions, fees and other issuance costs | $ 3,233 | |||||||||||
Bear interest rate | 5.50% | |||||||||||
7.50% 2027 Notes [Member] | ||||||||||||
Senior Notes Payable (Details) [Line Items] | ||||||||||||
Senior notes payable | $ 128,156 | |||||||||||
Accrued interest paid | $ 1,602 | |||||||||||
Senior Notes 7.25% 2027 [Member] | ||||||||||||
Senior Notes Payable (Details) [Line Items] | ||||||||||||
Accrued interest paid | $ 2,127 | |||||||||||
Aggregate principal amount | $ 122,793 | |||||||||||
Senior notes issued rate | 7.25% | |||||||||||
Senior notes outstanding rate | 7.25% | |||||||||||
Senior Notes 5.25% 2028 [Member] | ||||||||||||
Senior Notes Payable (Details) [Line Items] | ||||||||||||
Senior notes payable | $ 316,250 | |||||||||||
Interest rate | 5.25% | |||||||||||
Net proceeds | $ 308,659 | |||||||||||
Underwriting commissions, fees and other issuance costs | $ 7,591 | |||||||||||
Bear interest rate | 5.25% | |||||||||||
Senior Notes 7.375% 2023 [Member] | ||||||||||||
Senior Notes Payable (Details) [Line Items] | ||||||||||||
Aggregate principal amount | $ 137,454 | |||||||||||
Senior notes issued rate | 7.375% | |||||||||||
Aggregate principal amount percentage | 101.50% | |||||||||||
Accrued interest premium | $ 2,062 | |||||||||||
Senior Notes 6.875% 2023 [Member] | ||||||||||||
Senior Notes Payable (Details) [Line Items] | ||||||||||||
Accrued interest paid | $ 1,812 | |||||||||||
Aggregate principal amount | $ 115,726 | |||||||||||
Senior notes issued rate | 6.875% | |||||||||||
Aggregate principal amount percentage | 101.00% | |||||||||||
Accrued interest premium | $ 1,157 | |||||||||||
Senior Notes 5.00% 2026 [Member] | ||||||||||||
Senior Notes Payable (Details) [Line Items] | ||||||||||||
Senior notes payable | $ 322,679 | |||||||||||
Interest rate | 5.00% | |||||||||||
Underwriting commissions, fees and other issuance costs | $ 5,046 | |||||||||||
Bear interest rate | 5.00% | |||||||||||
Sales Agreement Prospectus [Member] | ||||||||||||
Senior Notes Payable (Details) [Line Items] | ||||||||||||
Senior notes payable | 250,000 | |||||||||||
Senior Notes and Common Stock [Member] | ||||||||||||
Senior Notes Payable (Details) [Line Items] | ||||||||||||
Senior notes payable | 250,000 | |||||||||||
Outstanding notes payable | $ 111,911 |
Senior Notes Payable (Details)
Senior Notes Payable (Details) - Schedule of senior notes payable, net - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Senior notes payable | $ 1,628,049 | $ 880,340 |
Less: Unamortized debt issuance costs | (21,489) | (9,557) |
Senior notes payable, net | 1,606,560 | 870,783 |
7.500% Senior notes due May 31, 2027 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes payable | 128,156 | |
7.250% Senior notes due December 31, 2027 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes payable | 122,793 | |
7.375% Senior notes due May 31, 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes payable | 137,454 | |
6.875% Senior notes due September 30, 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes payable | 115,168 | |
6.750% Senior notes due May 31, 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes payable | 111,170 | 111,170 |
6.500% Senior notes due September 30, 2026 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes payable | 178,787 | 134,657 |
6.375% Senior notes due February 28, 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes payable | 144,521 | 130,942 |
6.000% Senior notes due January 31, 2028 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes payable | 259,347 | |
5.500% Senior notes due March 31, 2026 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes payable | 214,243 | |
5.250% Senior notes due August 31, 2028 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes payable | 397,302 | |
5.000% Senior notes due December 31, 2026 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes payable | $ 322,679 |
Senior Notes Payable (Details_2
Senior Notes Payable (Details) - Schedule of senior notes payable, net (Parentheticals) | 12 Months Ended |
Dec. 31, 2021 | |
7.500% Senior notes due May 31, 2027 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 7.50% |
Maturity date | May 31, 2027 |
7.250% Senior notes due December 31, 2027 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 7.25% |
Maturity date | Dec. 31, 2027 |
7.375% Senior notes due May 31, 2023 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 7.375% |
Maturity date | May 31, 2023 |
6.875% Senior notes due September 30, 2023 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 6.875% |
Maturity date | Sep. 30, 2023 |
6.750% Senior notes due May 31, 2024 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 6.75% |
Maturity date | May 31, 2024 |
6.500% Senior notes due September 30, 2026 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 6.50% |
Maturity date | Sep. 30, 2026 |
6.375% Senior notes due February 28, 2025 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 6.375% |
Maturity date | Feb. 28, 2025 |
6.000% Senior notes due January 31, 2028 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 6.00% |
Maturity date | Jan. 31, 2028 |
5.500% Senior notes due March 31, 2026 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 5.50% |
Maturity date | Mar. 31, 2026 |
5.250% Senior notes due August 31, 2028 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 5.25% |
Maturity date | Aug. 31, 2028 |
5.000% Senior notes due December 31, 2026 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 5.00% |
Maturity date | Dec. 31, 2026 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contracts with Customers (Details) [Line Items] | |||
Revenues | $ 1,740,561 | $ 902,721 | $ 652,112 |
Service contract revenues | 31,553 | ||
Accounts receivable, net | 49,673 | 40,806 | |
Unbilled receivables | 12,315 | 5,712 | |
Advances against customer contracts | 200 | 200 | |
Deferred revenue | 69,507 | 68,651 | |
2022 | 39,181 | ||
2023 | 11,364 | ||
2024 | 7,936 | ||
2025 | 5,265 | ||
2026 | 2,745 | ||
After December 31, 2026 | 3,016 | ||
Recognized expenses capitalized costs | 39,906 | 38,330 | 39,885 |
Capitalized costs | 1,605 | 279 | |
Recognized expenses | 580 | 405 | 2,755 |
Auction and Liquidation segment [Member] | |||
Revenue from Contracts with Customers (Details) [Line Items] | |||
Revenues | 53,348 | 25,663 | 4,220 |
Principal Investments - Communications [Member] | |||
Revenue from Contracts with Customers (Details) [Line Items] | |||
Revenues | 4,857 | $ 3,472 | $ 3,715 |
Service and Fee Revenues [Member] | |||
Revenue from Contracts with Customers (Details) [Line Items] | |||
Deferred revenue | $ 69,507 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | $ 1,179,369 | $ 665,300 | $ 458,485 | |
Total revenues | 1,740,561 | 902,721 | 652,112 | |
Capital Markets [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 539,398 | 310,830 | 190,401 | |
Total revenues | 1,077,093 | 545,590 | 381,488 | |
Wealth Management [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 358,487 | 71,204 | 64,359 | |
Total revenues | 381,984 | 73,149 | 66,899 | |
Auction and Liquidation [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 73,517 | 88,764 | 22,516 | |
Total revenues | 73,517 | 88,764 | 22,516 | |
Financial Consulting [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 94,312 | 90,906 | 76,292 | |
Total revenues | 94,312 | 91,622 | 76,292 | |
Principal Investments - Communications [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 93,347 | 87,138 | 100,862 | |
Total revenues | 93,347 | 87,138 | 100,862 | |
Brands [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 20,308 | 16,458 | 4,055 | |
Total revenues | 20,308 | 16,458 | 4,055 | |
Corporate finance, consulting and investment banking fees [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 540,686 | 309,074 | 166,950 | |
Corporate finance, consulting and investment banking fees [Member] | Capital Markets [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 484,247 | 255,023 | 129,477 | |
Corporate finance, consulting and investment banking fees [Member] | Wealth Management [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 2 | |||
Corporate finance, consulting and investment banking fees [Member] | Auction and Liquidation [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | ||||
Corporate finance, consulting and investment banking fees [Member] | Financial Consulting [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 56,439 | 54,051 | 37,471 | |
Corporate finance, consulting and investment banking fees [Member] | Principal Investments - Communications [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | ||||
Corporate finance, consulting and investment banking fees [Member] | Brands [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | ||||
Wealth And Asset Management Fees [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 289,480 | 78,595 | 82,778 | |
Wealth And Asset Management Fees [Member] | Capital Markets [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 6,769 | 7,391 | 18,421 | |
Wealth And Asset Management Fees [Member] | Wealth Management [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 282,711 | 71,204 | 64,357 | |
Wealth And Asset Management Fees [Member] | Auction and Liquidation [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | ||||
Wealth And Asset Management Fees [Member] | Financial Consulting [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | ||||
Wealth And Asset Management Fees [Member] | Principal Investments - Communications [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | ||||
Wealth And Asset Management Fees [Member] | Brands [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | ||||
Commissions, Fees And Reimbursed Expenses [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 181,110 | 135,306 | 131,173 | |
Commissions, Fees And Reimbursed Expenses [Member] | Capital Markets [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 48,382 | 48,416 | 42,503 | |
Commissions, Fees And Reimbursed Expenses [Member] | Wealth Management [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 75,776 | |||
Commissions, Fees And Reimbursed Expenses [Member] | Auction and Liquidation [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 19,079 | 50,035 | 49,849 | |
Commissions, Fees And Reimbursed Expenses [Member] | Financial Consulting [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 37,873 | 36,855 | 38,821 | |
Commissions, Fees And Reimbursed Expenses [Member] | Principal Investments - Communications [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | ||||
Commissions, Fees And Reimbursed Expenses [Member] | Brands [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | ||||
Subscription Services [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 79,149 | 72,666 | 82,088 | |
Subscription Services [Member] | Capital Markets [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | ||||
Subscription Services [Member] | Wealth Management [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | ||||
Subscription Services [Member] | Auction and Liquidation [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | ||||
Subscription Services [Member] | Financial Consulting [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | ||||
Subscription Services [Member] | Principal Investments - Communications [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 79,149 | 72,666 | 82,088 | |
Subscription Services [Member] | Brands [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | ||||
Service Contract Revenues [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 1,090 | 13,066 | (31,553) | |
Service Contract Revenues [Member] | Capital Markets [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | ||||
Service Contract Revenues [Member] | Wealth Management [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | ||||
Service Contract Revenues [Member] | Auction and Liquidation [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | 1,090 | 13,066 | (31,553) | |
Service Contract Revenues [Member] | Financial Consulting [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | ||||
Service Contract Revenues [Member] | Principal Investments - Communications [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | ||||
Service Contract Revenues [Member] | Brands [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | ||||
Advertising, licensing and other [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | [1] | 87,854 | 56,593 | 27,049 |
Advertising, licensing and other [Member] | Capital Markets [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | [1] | |||
Advertising, licensing and other [Member] | Wealth Management [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | [1] | |||
Advertising, licensing and other [Member] | Auction and Liquidation [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | [1] | 53,348 | 25,663 | 4,220 |
Advertising, licensing and other [Member] | Financial Consulting [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | [1] | |||
Advertising, licensing and other [Member] | Principal Investments - Communications [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | [1] | 14,198 | 14,472 | 18,774 |
Advertising, licensing and other [Member] | Brands [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues from contracts with customers | [1] | 20,308 | 16,458 | 4,055 |
Interest income - Loans and securities lending [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | 122,722 | 102,499 | 77,221 | |
Interest income - Loans and securities lending [Member] | Capital Markets [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | 122,722 | 102,499 | 77,221 | |
Interest income - Loans and securities lending [Member] | Wealth Management [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | ||||
Interest income - Loans and securities lending [Member] | Auction and Liquidation [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | ||||
Interest income - Loans and securities lending [Member] | Financial Consulting [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | ||||
Interest income - Loans and securities lending [Member] | Principal Investments - Communications [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | ||||
Interest income - Loans and securities lending [Member] | Brands [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | ||||
Trading gains (losses) on investments [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | 376,160 | 126,051 | 94,205 | |
Trading gains (losses) on investments [Member] | Capital Markets [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | 368,537 | 125,247 | 92,379 | |
Trading gains (losses) on investments [Member] | Wealth Management [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | 7,623 | 804 | 1,826 | |
Trading gains (losses) on investments [Member] | Auction and Liquidation [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | ||||
Trading gains (losses) on investments [Member] | Financial Consulting [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | ||||
Trading gains (losses) on investments [Member] | Principal Investments - Communications [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | ||||
Trading gains (losses) on investments [Member] | Brands [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | ||||
Fair value adjustment on loans [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | 10,516 | (22,033) | 12,258 | |
Fair value adjustment on loans [Member] | Capital Markets [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | 10,516 | (22,033) | 12,258 | |
Fair value adjustment on loans [Member] | Wealth Management [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | ||||
Fair value adjustment on loans [Member] | Auction and Liquidation [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | ||||
Fair value adjustment on loans [Member] | Financial Consulting [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | ||||
Fair value adjustment on loans [Member] | Principal Investments - Communications [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | ||||
Fair value adjustment on loans [Member] | Brands [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | ||||
Other [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | 51,794 | 30,904 | 9,943 | |
Other [Member] | Capital Markets [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | 35,920 | 29,047 | 9,229 | |
Other [Member] | Wealth Management [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | 15,874 | 1,141 | 714 | |
Other [Member] | Auction and Liquidation [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | ||||
Other [Member] | Financial Consulting [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | 716 | |||
Other [Member] | Principal Investments - Communications [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | ||||
Other [Member] | Brands [Member] | ||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||
Total revenues | ||||
[1] | Includes sale of goods of $53,348 in Auction Liquidation and $4,857 in Principal Investments - Communications. |
Revenue from Contracts with C_5
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Auction and Liquidation segment [Member] | |||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers (Parentheticals) [Line Items] | |||
Revenue from sale of goods | $ 53,348 | $ 25,663 | $ 4,220 |
Principal Investments - Communications [Member] | |||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers (Parentheticals) [Line Items] | |||
Revenue from sale of goods | $ 4,857 | $ 3,472 | $ 3,715 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes (Details) [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | 21.00% |
Income before income taxes | $ 614,762 | ||
Federal net operating loss carryforwards | 48,869 | ||
State net operating loss carryforwards | 52,548 | ||
Deferred tax assets valuation allowance | 65,900 | ||
Unrecognized tax benefits | 10,826 | ||
Unrecognized tax benefits may decrease | 43 | ||
Domestic Tax Authority [Member] | |||
Income Taxes (Details) [Line Items] | |||
Income before income taxes | 598,882 | ||
Foreign Tax Authority [Member] | |||
Income Taxes (Details) [Line Items] | |||
Income before income taxes | 15,880 | ||
UOL [Member] | |||
Income Taxes (Details) [Line Items] | |||
Accrued interest and penalties relating to uncertain tax positions | 551 | ||
Interest and penalties for uncertain tax positions | 103 | ||
MagicJack [Member] | |||
Income Taxes (Details) [Line Items] | |||
Accrued interest and penalties relating to uncertain tax positions | $ 5,345 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of provision (benefit) for income taxes - Income Tax [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 67,322 | $ 4,730 | $ 16,499 |
State | 30,036 | 3,297 | 6,176 |
Foreign | 4,796 | 5,344 | 1,092 |
Total current provision | 102,154 | 13,371 | 23,767 |
Deferred: | |||
Federal | 42,734 | 41,979 | 10,702 |
State | 17,824 | 18,518 | 175 |
Foreign | 1,248 | 1,572 | |
Total deferred | 61,806 | 62,069 | 10,877 |
Total provision for income taxes | $ 163,960 | $ 75,440 | $ 34,644 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of reconciliation effective tax rate for income (loss) before income taxes | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of reconciliation effective tax rate for income (loss) before income taxes [Abstract] | |||
Provision for income taxes at federal statutory rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal benefit | 6.50% | 6.30% | 5.90% |
Noncontrolling interest tax differential | 0.10% | (0.10%) | (0.10%) |
Employee stock based compensation | (1.10%) | (2.20%) | (0.90%) |
Other | 0.20% | 2.00% | 3.80% |
Effective income tax rate | 26.70% | 27.00% | 29.70% |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred income tax assets (liabilities) - Deferred Tax Assets [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Accrued liabilities and other | $ 8,286 | $ 2,066 |
Mandatorily redeemable noncontrolling interests | 1,190 | 1,190 |
Other | 649 | |
State taxes | 5,321 | 237 |
Share based payments | 6,871 | |
Foreign tax and other tax credit carryforwards | 490 | 1,558 |
Capital loss carryforward | 62,539 | 61,315 |
Net operating loss carryforward | 32,445 | 33,185 |
Total deferred tax assets | 117,791 | 99,551 |
Deferred tax liabilities: | ||
Deductible goodwill and other intangibles | (5,129) | (2,333) |
Share based payments | (434) | |
Depreciation | (1,592) | (112) |
Deferred revenue | (116,631) | (43,631) |
Other | (6,483) | (4,902) |
Total deferred tax liabilities | (129,835) | (51,412) |
Net deferred tax assets | (12,044) | 48,139 |
Valuation allowance | (78,163) | (78,289) |
Net deferred tax liabilities | (90,207) | (30,150) |
Deferred tax assets, net | 2,848 | 4,098 |
Deferred tax liabilities, net | (93,055) | (34,248) |
Net deferred tax liabilities | $ (90,207) | $ (30,150) |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of reconciliation of the amounts of gross unrecognized tax benefits $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of reconciliation of the amounts of gross unrecognized tax benefits [Abstract] | |
Beginning balance | $ 10,561 |
Additions for current year tax positions | 15 |
Additions for prior year tax positions | 331 |
Reductions for prior year tax positions | (4) |
Reductions due to lapse in statutes of limitations | (77) |
Ending balance | $ 10,826 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | Jun. 11, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Earnings Per Share [Abstract] | ||||
Basic common shares outstanding | 387,365 | |||
Common shares forfeited and cancelled | 387,365 | |||
Number of antidilutive securities were excluded from the computation of diluted net income (loss) per share | 1,639,310 | 1,445,301 | 1,334,810 |
Earnings Per Share (Details) -
Earnings Per Share (Details) - Schedule of basic and diluted earnings per share - Earnings Per Share [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share (Details) - Schedule of basic and diluted earnings per share [Line Items] | |||
Net income attributable to B. Riley Financial, Inc. (in Dollars) | $ 445,054 | $ 205,148 | $ 81,611 |
Preferred stock dividends (in Dollars) | (7,457) | (4,710) | (264) |
Net income applicable to common shareholders (in Dollars) | $ 437,597 | $ 200,438 | $ 81,347 |
Weighted average common shares outstanding: | |||
Basic | 27,366,292 | 25,607,278 | 26,401,036 |
Effect of dilutive potential common shares: | |||
Restricted stock units and warrants | 1,514,728 | 901,119 | 1,082,700 |
Contingently issuable shares | 124,582 | 45,421 | |
Diluted | 29,005,602 | 26,508,397 | 27,529,157 |
Basic income per common share (in Dollars per share) | $ 15.99 | $ 7.83 | $ 3.08 |
Diluted income per common share (in Dollars per share) | $ 15.09 | $ 7.56 | $ 2.95 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - Schedule of accrued expenses and other liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accrued expenses and other liabilities [Abstract] | ||
Accrued payroll and related expenses | $ 107,904 | $ 67,333 |
Dividends payable | 28,486 | 1,987 |
Income taxes payable | 39,776 | 29,177 |
Other tax liabilities | 20,106 | 18,047 |
Accrued expenses | 96,250 | 28,210 |
Other liabilities | 51,228 | 28,424 |
Accrued expenses and other liabilities | $ 343,750 | $ 173,178 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Dec. 22, 2021USD ($) | Dec. 22, 2021EUR (€) | Jun. 19, 2020EUR (€) | Jun. 30, 2021USD ($) | Dec. 31, 2020EUR (€) | Jul. 31, 2020EUR (€) |
Commitments and Contingencies (Details) [Line Items] | ||||||
Aggregate principal amounts (in Dollars) | $ | $ 110,000 | |||||
Total loan commitment | € | € 33,000 | |||||
Initial funding | € | € 26,400 | € 6,600 | ||||
Babcock and Wilcox [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Contractual obligation (in Dollars) | $ | $ 935 | |||||
Indemnity amount | € | € 30,000 | |||||
Company fees amount (in Dollars) | $ | $ 1,694 |
Share-Based Payments (Details)
Share-Based Payments (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-Based Payments (Details) [Line Items] | |||
Share-based compensation expense | $ 36,011 | $ 18,588 | $ 15,916 |
Granted restricted stock | 516,152 | ||
Weighted average period | 1 year 2 months 12 days | 1 year 9 months 18 days | |
Weighted average grant-date fair value, per share (in Dollars per share) | $ 65.69 | $ 18.33 | |
Fair value of shares vested | $ 8,233 | $ 18,831 | |
Options vested restricted stock | $ 11,236 | ||
Granted restricted stock (in Shares) | 15,334 | ||
Total grant date fair value | $ 1,007 | ||
Performance stock (in Shares) | 140,000 | ||
Grant date fair value | $ 5,202 | ||
Common stock shares issued (in Shares) | 142,029 | ||
Common stock, grant date fair value | 2,603 | ||
Restricted stock awards | 2,085 | $ 3,381 | 3,969 |
Total liquidation preference | 3,018 | 5,400 | |
Amended and Restated 2009 Stock Incentive Plan [Member] | |||
Share-Based Payments (Details) [Line Items] | |||
Share-based compensation expense | $ 33,168 | $ 14,830 | $ 11,626 |
Restricted stock units (in Shares) | 465,711 | ||
Grant date fair value | $ 8,818 | ||
Performance stock (in Shares) | 2,474,692 | 465,711 | |
2021 Stock Incentive Plan [Member] | |||
Share-Based Payments (Details) [Line Items] | |||
Share-based compensation expense | $ 82,639 | ||
Weighted average period | 1 year 10 months 24 days | ||
Employee Stock Purchase Plan [Member] | |||
Share-Based Payments (Details) [Line Items] | |||
Share-based compensation expense | $ 11,156 | ||
Weighted average period | 1 year 10 months 24 days | ||
Long-Term Stock Incentive Plan [Member] | |||
Share-Based Payments (Details) [Line Items] | |||
Weighted average grant-date fair value, per share (in Dollars per share) | $ 37.16 | ||
Performance stock (in Shares) | 155,334 | 142,029 | |
Unrecognized share-based compensation expense | $ 5,183 | $ 3,686 | |
Common Stocks [Member] | |||
Share-Based Payments (Details) [Line Items] | |||
Weighted average grant-date fair value, per share (in Dollars per share) | $ 68.37 | $ 18.93 | |
Restricted Stock Units [Member] | |||
Share-Based Payments (Details) [Line Items] | |||
Grant date fair value | $ 35,289 | ||
Performance based restricted stock units (in Shares) | 1,958,540 | ||
Performance Based Restricted Stock Units [Member] | |||
Share-Based Payments (Details) [Line Items] | |||
Performance stock total grant date fair value | $ 67,227 | ||
Weighted average grant-date fair value, per share (in Dollars per share) | $ 34.33 |
Share-Based Payments (Details)
Share-Based Payments (Details) - Schedule of equity incentive award activity - Amended and Restated 2009 Stock Incentive Plan [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payments (Details) - Schedule of equity incentive award activity [Line Items] | ||
Nonvested, Beginning Shares | 827,222 | 2,263,988 |
Nonvested, Beginning, Weighted Average Fair Value | $ 19.29 | $ 12.35 |
Nonvested, Ending Shares | 2,883,876 | 827,222 |
Nonvested, Ending, Weighted Average Fair Value | $ 38.21 | $ 19.29 |
Granted, Shares | 2,474,692 | 465,711 |
Granted, Weighted Average Fair Value | $ 41.43 | $ 18.93 |
Vested, Shares | (412,272) | (1,730,734) |
Vested, Weighted Average Fair Value | $ 19.97 | $ 10.88 |
Forfeited, Shares | (5,766) | (171,743) |
Forfeited, Weighted Average Fair Value | $ 50.52 | $ 11.47 |
Share-Based Payments (Details_2
Share-Based Payments (Details) - Schedule of equity incentive award activity - Long Term Stock Incentive Plan [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payments (Details) - Schedule of equity incentive award activity [Line Items] | ||
Nonvested, Beginning, Shares | 485,033 | |
Nonvested, Beginning, Weighted Average Fair Value | $ 19.33 | $ 18.33 |
Granted, Shares | 155,334 | 142,029 |
Granted, Weighted Average Fair Value | $ 39.98 | $ 18.33 |
Vested, Shares | (150,337) | (310,867) |
Vested, Weighted Average Fair Value | $ 20.08 | $ 17.37 |
Forfeited, Shares | (10,636) | (26,075) |
Forfeited, Weighted Average Fair Value | $ 30.59 | $ 19.21 |
Nonvested, Ending, Shares | 284,481 | 290,120 |
Nonvested, Ending, Weighted Average Fair Value | $ 30.06 | $ 19.33 |
Benefit Plans and Capital Tra_3
Benefit Plans and Capital Transactions (Details) - USD ($) | Jan. 15, 2021 | Sep. 04, 2020 | Oct. 11, 2019 | Oct. 07, 2019 | Oct. 25, 2021 | Oct. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 23, 2022 | Jan. 10, 2022 | Oct. 28, 2021 | Oct. 06, 2021 | Jul. 29, 2021 | Jul. 08, 2021 | May 03, 2021 | Apr. 05, 2021 | Jan. 11, 2021 | Oct. 08, 2020 | Jul. 07, 2020 | Apr. 13, 2020 | Jan. 09, 2020 |
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Share-based compensation expense (in Dollars) | $ 36,011,000 | $ 18,588,000 | $ 15,916,000 | |||||||||||||||||||
Stock price | $ 46 | $ 10 | ||||||||||||||||||||
Number of common shares issued (in Shares) | 1,413,045 | |||||||||||||||||||||
Share issued (in Shares) | 184,310 | |||||||||||||||||||||
Net proceeds (in Dollars) | $ 64,713,000 | |||||||||||||||||||||
Par value per share | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Liquidation preference (in Dollars) | $ 112,790,000 | $ 99,260,000 | ||||||||||||||||||||
Shares issued (in Shares) | 142,029 | |||||||||||||||||||||
Depository shares (in Shares) | 233 | 232 | ||||||||||||||||||||
Common stock, shares issued (in Shares) | 27,591,028 | 25,777,796 | ||||||||||||||||||||
Common stock, shares outstanding (in Shares) | 27,591,028 | 25,777,796 | ||||||||||||||||||||
Dividends paid in cash (in Dollars) | $ 347,135,000 | $ 38,792,000 | 41,138,000 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Value of outstanding common shares (in Dollars) | $ 50,000,000 | |||||||||||||||||||||
Repurchase shares of common stock (in Shares) | 44,650 | |||||||||||||||||||||
Repurchase of common stock amount (in Dollars) | $ 2,656,000 | |||||||||||||||||||||
Average price | $ 59.49 | $ 22.28 | ||||||||||||||||||||
Outstanding common shares (in Dollars) | $ 50,000,000 | |||||||||||||||||||||
Repurchased of common stock, shares (in Shares) | 2,165,383 | |||||||||||||||||||||
Repurchased of common stock, value (in Dollars) | $ 48,248,000 | |||||||||||||||||||||
July 1, 2020 [Member] | Common Stock [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Average price | $ 22 | |||||||||||||||||||||
Repurchased of common stock, shares (in Shares) | 900,000 | |||||||||||||||||||||
Repurchased of common stock, value (in Dollars) | $ 19,800,000 | |||||||||||||||||||||
July 2, 2020 [Member] | Common Stock [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Repurchased of common stock, shares (in Shares) | 450,000 | |||||||||||||||||||||
Repurchased of common stock, value (in Dollars) | $ 9,900,000 | |||||||||||||||||||||
November 2, 2020 [Member] | Common Stock [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Repurchased of common stock, shares (in Shares) | 450,000 | |||||||||||||||||||||
Repurchased of common stock, value (in Dollars) | $ 9,900,000 | |||||||||||||||||||||
January and February of 2020 [Member] | Common Stock [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Repurchased of common stock, shares (in Shares) | 880,000 | |||||||||||||||||||||
Stock price | $ 24.4725 | |||||||||||||||||||||
Aggregate amount of shares purchased (in Dollars) | $ 21,536 | |||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Liquidation preference (in Dollars) | $ 70,362,000 | |||||||||||||||||||||
Common stock, shares issued (in Shares) | 2,814 | 2,581 | ||||||||||||||||||||
Common stock, shares outstanding (in Shares) | 2,814 | 2,581 | ||||||||||||||||||||
Depository per share | $ 1.71875 | $ 1.71875 | ||||||||||||||||||||
Cash dividend per share | $ 0.4296875 | $ 0.4296875 | $ 0.4296875 | $ 0.4296875 | $ 0.4296875 | $ 0.4296875 | $ 0.4296875 | $ 0.4296875 | ||||||||||||||
Series A Preferred Stock [Member] | Depositary Shares [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Preferred stock percentage | 6.875% | 6.875% | ||||||||||||||||||||
Par value per share | $ 0.0001 | |||||||||||||||||||||
Liquidation preference (in Dollars) | $ 25,000 | $ 25,000 | ||||||||||||||||||||
Price per share | $ 25 | $ 25 | ||||||||||||||||||||
Shares issued (in Shares) | 2,000 | |||||||||||||||||||||
Depositary shares issued (in Shares) | 300,000 | 2,000,000 | ||||||||||||||||||||
Offering of depositary shares (in Shares) | 2,300,000 | |||||||||||||||||||||
Gross proceeds from depositary shares (in Dollars) | $ 57,500 | |||||||||||||||||||||
Series A Preferred Stock [Member] | Minimum [Member] | Depositary Shares [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Depository per share | 1,718.75 | |||||||||||||||||||||
Series A Preferred Stock [Member] | Maximum [Member] | Depositary Shares [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Depository per share | $ 1.71875 | |||||||||||||||||||||
Preferred Class A [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Liquidation preference (in Dollars) | $ 64,519,000 | |||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Preferred stock percentage | 7.375% | |||||||||||||||||||||
Par value per share | $ 0.0001 | |||||||||||||||||||||
Liquidation preference (in Dollars) | $ 25,000 | $ 42,428,000 | $ 34,741,000 | |||||||||||||||||||
Price per share | $ 25 | |||||||||||||||||||||
Shares issued (in Shares) | 1,300 | |||||||||||||||||||||
Depositary shares issued (in Shares) | 1,300,000 | |||||||||||||||||||||
Gross proceeds from depositary shares (in Dollars) | $ 32,500 | |||||||||||||||||||||
Depository shares (in Shares) | 307 | 90 | ||||||||||||||||||||
Common stock, shares issued (in Shares) | 1,697 | 1,390 | ||||||||||||||||||||
Common stock, shares outstanding (in Shares) | 1,697 | 1,390 | ||||||||||||||||||||
Depository per share | $ 1.84375 | $ 0.29193 | ||||||||||||||||||||
Cash dividend per share | $ 0.4609375 | $ 0.4609375 | $ 0.4609375 | $ 0.4609375 | $ 0.29193 | |||||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Cash dividend per share | $ 0.4296875 | |||||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Cash dividend per share | $ 0.4609375 | |||||||||||||||||||||
Dividends [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Regular dividend per share | $ 1 | $ 0.5 | $ 0.5 | |||||||||||||||||||
Special dividend per share | 3 | $ 1.5 | $ 2.5 | |||||||||||||||||||
Dividends [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Regular dividend per share | $ 1 | |||||||||||||||||||||
Board of Directors Chairman [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Preferred stock percentage | 7.375% | |||||||||||||||||||||
Liquidation preference (in Dollars) | $ 25,000 | |||||||||||||||||||||
Price per share | $ 25 | |||||||||||||||||||||
Board of Directors Chairman [Member] | Series B Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Depository per share | 1,843.75 | |||||||||||||||||||||
Board of Directors Chairman [Member] | Series B Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Depository per share | $ 1.84375 | |||||||||||||||||||||
Board of Directors Chairman [Member] | Dividends [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Regular dividend per share | 0.5 | |||||||||||||||||||||
Board of Directors Chairman [Member] | Dividends [Member] | Minimum [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Regular dividend per share | 0.5 | |||||||||||||||||||||
Board of Directors Chairman [Member] | Dividends [Member] | Maximum [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Regular dividend per share | $ 1 | |||||||||||||||||||||
Employee Benefit Plan [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Amount of employer contributions (in Dollars) | $ 2,125,000 | $ 1,565,000 | 1,424,000 | |||||||||||||||||||
Share-based compensation expense (in Dollars) | $ 758,000 | $ 377,000 | $ 322,000 | |||||||||||||||||||
Shares reserved for issuance (in Shares) | 450,717 | 502,326 | ||||||||||||||||||||
Escrow [Member] | June, 11 2020 [Member] | Common Stock [Member] | ||||||||||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | ||||||||||||||||||||||
Repurchased of common stock, shares (in Shares) | 387,365 |
Benefit Plans and Capital Tra_4
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity | 12 Months Ended |
Dec. 31, 2021$ / shares | |
November 23, 2021 [Member] | |
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity [Line Items] | |
Date Declared | Oct. 28, 2021 |
Stockholder Record Date | Nov. 9, 2021 |
Regular Dividend Amount | $ 1 |
Special Dividend Amount | 3 |
Total Dividend Amount | $ 4 |
August 26, 2021 [Member] | |
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity [Line Items] | |
Date Declared | Jul. 29, 2021 |
Stockholder Record Date | Aug. 13, 2021 |
Regular Dividend Amount | $ 0.5 |
Special Dividend Amount | 1.5 |
Total Dividend Amount | $ 2 |
May 28, 2021 [Member] | |
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity [Line Items] | |
Date Declared | May 3, 2021 |
Stockholder Record Date | May 17, 2021 |
Regular Dividend Amount | $ 0.5 |
Special Dividend Amount | 2.5 |
Total Dividend Amount | $ 3 |
March 24, 2021 [Member] | |
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity [Line Items] | |
Date Declared | Feb. 25, 2021 |
Stockholder Record Date | Mar. 10, 2021 |
Regular Dividend Amount | $ 0.5 |
Special Dividend Amount | 3 |
Total Dividend Amount | $ 3.5 |
November 24, 2020 [Member] | |
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity [Line Items] | |
Date Declared | Oct. 28, 2020 |
Stockholder Record Date | Nov. 10, 2020 |
Regular Dividend Amount | $ 0.375 |
Special Dividend Amount | 0 |
Total Dividend Amount | $ 0.375 |
August 28, 2020 [Member] | |
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity [Line Items] | |
Date Declared | Jul. 30, 2020 |
Stockholder Record Date | Aug. 14, 2020 |
Regular Dividend Amount | $ 0.3 |
Special Dividend Amount | 0.05 |
Total Dividend Amount | $ 0.35 |
June 10, 2020 [Member] | |
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity [Line Items] | |
Date Declared | May 8, 2020 |
Stockholder Record Date | Jun. 1, 2020 |
Regular Dividend Amount | $ 0.25 |
Special Dividend Amount | 0 |
Total Dividend Amount | $ 0.25 |
March 31, 2020 [Member] | |
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity [Line Items] | |
Date Declared | Mar. 3, 2020 |
Stockholder Record Date | Mar. 17, 2020 |
Regular Dividend Amount | $ 0.25 |
Special Dividend Amount | 0.1 |
Total Dividend Amount | $ 0.35 |
November 26, 2019 [Member] | |
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity [Line Items] | |
Date Declared | Oct. 30, 2019 |
Stockholder Record Date | Nov. 14, 2019 |
Regular Dividend Amount | $ 0.175 |
Special Dividend Amount | 0.475 |
Total Dividend Amount | $ 0.65 |
August 29, 2019 [Member] | |
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity [Line Items] | |
Date Declared | Aug. 1, 2019 |
Stockholder Record Date | Aug. 15, 2019 |
Regular Dividend Amount | $ 0.175 |
Special Dividend Amount | 0.325 |
Total Dividend Amount | $ 0.5 |
May 29, 2019 [Member] | |
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity [Line Items] | |
Date Declared | May 1, 2019 |
Stockholder Record Date | May 15, 2019 |
Regular Dividend Amount | $ 0.08 |
Special Dividend Amount | 0.18 |
Total Dividend Amount | $ 0.26 |
March 26, 2019 [Member] | |
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity [Line Items] | |
Date Declared | Mar. 5, 2019 |
Stockholder Record Date | Mar. 19, 2019 |
Regular Dividend Amount | $ 0.08 |
Special Dividend Amount | 0 |
Total Dividend Amount | $ 0.08 |
Net Capital Requirements (Detai
Net Capital Requirements (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
B. Riley Securities [Member] | ||
Net Capital Requirements (Details) [Line Items] | ||
Net capital | $ 277,611 | $ 146,060 |
Excess capital | 265,093 | 140,101 |
B. Riley Securities [Member] | Maximum [Member] | ||
Net Capital Requirements (Details) [Line Items] | ||
Excess capital | 12,518 | 5,959 |
B. Riley Wealth Management [Member] | ||
Net Capital Requirements (Details) [Line Items] | ||
Net capital | 13,833 | 4,998 |
Excess capital | 12,819 | 4,299 |
B. Riley Wealth Management [Member] | Maximum [Member] | ||
Net Capital Requirements (Details) [Line Items] | ||
Excess capital | 1,014 | $ 699 |
NSC [Member] | ||
Net Capital Requirements (Details) [Line Items] | ||
Net capital | 1,959 | |
Excess capital | 959 | |
NSC [Member] | Maximum [Member] | ||
Net Capital Requirements (Details) [Line Items] | ||
Excess capital | $ 1,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 01, 2021 | Jun. 01, 2021 | Mar. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 03, 2022 | Nov. 10, 2021 | Aug. 25, 2021 |
Related Party Transactions (Details) [Line Items] | |||||||||
Due from related party | $ 2,306,000 | $ 1,037,000 | |||||||
Interest expense | 92,455,000 | 65,249,000 | $ 50,205,000 | ||||||
Management fees | 1,729,000 | 1,214,000 | |||||||
Outstanding and accrued interest to term loan receivable | $ 848,000 | ||||||||
Outstanding term loan receivable shares (in Shares) | 2,916,880 | ||||||||
Percentage of outstanding term loan receivable | 7.75% | ||||||||
Underwriting and financial advisory fees | 15,766,000 | 2,486,000 | |||||||
Services fees | 750,000 | ||||||||
Loans receivable with a carrying value | $ 167,744,000 | 295,809,000 | |||||||
Maturity date | Mar. 31, 2022 | ||||||||
Securities loaned | $ 2,088,685,000 | 759,810,000 | |||||||
Underwriting and financial advisory and other fees | $ 26,236,000 | ||||||||
Executive Officer's and Board of Directors [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Financial interest | 55.80% | ||||||||
Lingo [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Financial interest | 16.00% | ||||||||
Loans receivable with a carrying value | $ 58,565,000 | 55,066,000 | |||||||
Term loan | $ 17,500,000 | ||||||||
Extended a promissory note | $ 1,100,000 | ||||||||
Interest bears | 6.00% | ||||||||
GACP I, L.P [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Due from related party | $ 621,000 | 604,000 | |||||||
GACP I, L.P [Member] | Co-Chief Executive Officer [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Financial interest | 31.80% | ||||||||
CA Global Partners, LLC [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Due from related party | 433,000 | ||||||||
other operating expenses | $ 1,635,000 | ||||||||
B. Riley Partners Opportunity Fund [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Interest expense | $ 525,000 | 1,710,000 | |||||||
B. Riley Partners Opportunity Fund [Member] | B. Riley Partners Opportunity Fund's Loan Participations [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Outstanding loan | 14,816,000 | ||||||||
B. Riley Partners Opportunity Fund [Member] | Lingo [Member] | B. Riley Partners Opportunity Fund's Loan Participations [Member] | Minimum [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Financial interest | 40.00% | ||||||||
B. Riley Partners Opportunity Fund [Member] | Lingo [Member] | B. Riley Partners Opportunity Fund's Loan Participations [Member] | Maximum [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Financial interest | 80.00% | ||||||||
B. Riley Partners Opportunity Fund's Loan Participations [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Trade income | $ 555,000 | 568,000 | |||||||
Babcock and Wilcox [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Loans receivable amount | 176,191,000 | ||||||||
Maven [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Loans receivable fair value | $ 69,835,000 | 56,552,000 | |||||||
Interest on loan payable percentage | 10.00% | ||||||||
Bebe [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Financial interest | 16.00% | ||||||||
Loans receivable with a carrying value | $ 8,000,000 | ||||||||
Charah Solutions, Inc. [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Loans receivable with a carrying value | $ 17,852,000 | ||||||||
Promissory note bears interest, percentage | 8.00% | ||||||||
Commitment fee payable, percentage | 2.50% | ||||||||
California Natural Resources Group, LLC [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Loans receivable with a carrying value | $ 34,000,000 | ||||||||
Extended a bridge promissory note | $ 34,393,000 | ||||||||
Bearing interest rate | 10.00% | ||||||||
California Natural Resources Group, LLC [Member] | Subsequent Event [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Guaranteed obligations | $ 10,375 | ||||||||
Rumble On, Inc. [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Securities loaned | $ 4,201,000 |
Business Segments (Details)
Business Segments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
North America [Member] | ||
Business Segments (Details) [Line Items] | ||
Property and equipment, net | $ 12,870 | $ 11,685 |
Business Segments (Details) - S
Business Segments (Details) - Schedule of reportable segments - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Capital Markets Segment [Member] | |||
Business Segments (Details) - Schedule of reportable segments [Line Items] | |||
Revenues - Services and fees | $ 575,317 | $ 339,877 | $ 199,630 |
Trading income and fair value adjustments on loans | 379,053 | 103,214 | 104,637 |
Interest income - Loans and securities lending | 122,723 | 102,499 | 77,221 |
Total revenues | 1,077,093 | 545,590 | 381,488 |
Selling, general and administrative expenses | (345,455) | (198,962) | (175,369) |
Restructuring charge | (917) | ||
Interest expense - Securities lending and loan participations sold | (52,631) | (42,451) | (32,144) |
Depreciation and amortization | (2,136) | (2,386) | (2,810) |
Segment income (loss) | 676,871 | 300,874 | 171,165 |
Wealth Management Segment [Member] | |||
Business Segments (Details) - Schedule of reportable segments [Line Items] | |||
Revenues - Services and fees | 374,361 | 72,345 | 65,073 |
Trading income and fair value adjustments on loans | 7,623 | 804 | 1,826 |
Total revenues | 381,984 | 73,149 | 66,899 |
Selling, general and administrative expenses | (357,130) | (68,368) | (64,347) |
Restructuring recovery | 4 | ||
Depreciation and amortization | (8,920) | (1,880) | (2,048) |
Segment income (loss) | 15,934 | 2,901 | 508 |
Auction and Liquidation segment [Member] | |||
Business Segments (Details) - Schedule of reportable segments [Line Items] | |||
Revenues - Services and fees | 20,169 | 63,101 | 18,296 |
Revenues - Sale of goods | 53,348 | 25,663 | 4,220 |
Direct cost of services | (30,719) | (40,730) | (33,295) |
Cost of goods sold | (20,675) | (9,766) | (4,016) |
Total revenues | 73,517 | 88,764 | 22,516 |
Selling, general and administrative expenses | (14,069) | (12,357) | (10,731) |
Restructuring charge | (140) | ||
Depreciation and amortization | (2) | (7) | |
Segment income (loss) | 8,054 | 25,769 | (25,533) |
Financial Consulting Segment [Member] | |||
Business Segments (Details) - Schedule of reportable segments [Line Items] | |||
Revenues - Services and fees | 94,312 | 91,622 | 76,292 |
Selling, general and administrative expenses | (77,062) | (68,232) | (58,226) |
Restructuring charge | (500) | ||
Depreciation and amortization | (356) | (347) | (252) |
Segment income (loss) | 16,894 | 22,543 | 17,814 |
Principal Investments - Communications segment [Member] | |||
Business Segments (Details) - Schedule of reportable segments [Line Items] | |||
Revenues - Services and fees | 88,490 | 83,666 | 97,147 |
Revenues - Sale of goods | 4,857 | 3,472 | 3,715 |
Direct cost of services | (23,671) | (19,721) | (25,529) |
Cost of goods sold | (6,278) | (2,694) | (3,559) |
Total revenues | 93,347 | 87,138 | 100,862 |
Selling, general and administrative expenses | (25,493) | (20,352) | (24,256) |
Restructuring charge | (1,703) | ||
Depreciation and amortization | (10,747) | (11,011) | (12,658) |
Segment income (loss) | 27,158 | 33,360 | 33,157 |
Brands Segment [Member] | |||
Business Segments (Details) - Schedule of reportable segments [Line Items] | |||
Revenues - Services and fees | 20,308 | 16,458 | 4,055 |
Selling, general and administrative expenses | (3,178) | (2,889) | (881) |
Depreciation and amortization | (2,745) | (2,858) | (507) |
Segment income (loss) | 14,385 | (1,789) | 2,667 |
Impairment of tradenames | (12,500) | ||
Corporate and Other [Member] | |||
Business Segments (Details) - Schedule of reportable segments [Line Items] | |||
Consolidated operating income from reportable segments | 759,296 | 383,658 | 199,778 |
Corporate and other expenses | (58,905) | (38,893) | (33,127) |
Interest income | 229 | 564 | 1,577 |
Gain on extinguishment of loans and other | 3,796 | ||
Income (loss) on equity investments | 2,801 | (623) | (1,431) |
Interest expense | (92,455) | (65,249) | (50,205) |
Income before income taxes | 614,762 | 279,457 | 116,592 |
Provision for income taxes | (163,960) | (75,440) | (34,644) |
Net income | 450,802 | 204,017 | 81,948 |
Net income (loss) attributable to noncontrolling interests | 5,748 | (1,131) | 337 |
Net income attributable to B. Riley Financial, Inc. | 445,054 | 205,148 | 81,611 |
Preferred stock dividends | 7,457 | 4,710 | 264 |
Net income available to common shareholders | $ 437,597 | $ 200,438 | $ 81,347 |
Business Segments (Details) -_2
Business Segments (Details) - Schedule of revenues by geographical area - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues - Services and fees: | |||
Total Revenues - Services and fees | $ 1,179,369 | $ 665,300 | $ 458,485 |
North America [Member] | |||
Revenues - Services and fees: | |||
Total Revenues - Services and fees | 1,168,483 | 641,127 | 460,374 |
Trading income and fair value adjustments on loans | |||
Trading income (losses) and fair value adjustments on loans | 386,676 | 104,018 | 106,463 |
Revenues - Sale of goods | |||
Total Revenues - Sale of goods | 12,130 | 6,788 | 7,935 |
Revenues - Interest income - Loans and securities lending: | |||
Revenues - Interest income - Loans and securities lending | 122,723 | 102,499 | 77,221 |
Total Revenues: | |||
Total Revenues | 1,690,012 | 854,432 | 651,993 |
Australia [Member] | |||
Revenues - Services and fees: | |||
Total Revenues - Services and fees | 664 | 58 | |
Total Revenues: | |||
Total Revenues | 664 | 58 | |
Europe [Member] | |||
Revenues - Services and fees: | |||
Total Revenues - Services and fees | 4,474 | 25,278 | 61 |
Revenues - Sale of goods | |||
Total Revenues - Sale of goods | 46,075 | 22,347 | |
Total Revenues: | |||
Total Revenues | 50,549 | 47,625 | 61 |
Total Revenues - Services and fees [Member] | |||
Revenues - Services and fees: | |||
Total Revenues - Services and fees | 1,172,957 | 667,069 | 460,493 |
Total Revenues - Sale of goods [Member | |||
Revenues - Sale of goods | |||
Total Revenues - Sale of goods | 58,205 | 29,135 | 7,935 |
Total Revenues [Member] | |||
Total Revenues: | |||
Total Revenues | $ 1,740,561 | $ 902,721 | $ 652,112 |
Revision of Prior Period Fina_3
Revision of Prior Period Financials (Details) - Schedule of condensed consolidated statement of cash flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
As Previously Reported [Member] | ||
Cash flows from investing activities: | ||
Purchase of equity investments | $ (13,986) | $ (33,391) |
Funds received from trust account of subsidiary | ||
Investment of subsidiaries initial public offering proceeds into trust account | ||
Net cash (used in) provided by investing activities | (128,446) | (298,590) |
Cash flows from financing activities: | ||
Payment of debt issuance and offering costs | (3,359) | (3,425) |
Redemption of subsidiary temporary equity and distributions | ||
Proceeds from initial public offering of subsidiaries | ||
Net cash provided by (used in) financing activities | 69,544 | 250,176 |
Adjustments [Member] | ||
Cash flows from investing activities: | ||
Purchase of equity investments | 6,486 | 4,634 |
Funds received from trust account of subsidiary | 320,500 | |
Investment of subsidiaries initial public offering proceeds into trust account | (176,750) | (143,750) |
Net cash (used in) provided by investing activities | 150,236 | (139,116) |
Cash flows from financing activities: | ||
Payment of debt issuance and offering costs | (6,486) | (4,634) |
Redemption of subsidiary temporary equity and distributions | (318,750) | |
Proceeds from initial public offering of subsidiaries | 175,000 | 143,750 |
Net cash provided by (used in) financing activities | (150,236) | 139,116 |
As Revised [Member] | ||
Cash flows from investing activities: | ||
Purchase of equity investments | (7,500) | (28,757) |
Funds received from trust account of subsidiary | 320,500 | |
Investment of subsidiaries initial public offering proceeds into trust account | (176,750) | (143,750) |
Net cash (used in) provided by investing activities | 21,790 | (437,706) |
Cash flows from financing activities: | ||
Payment of debt issuance and offering costs | (9,845) | (8,059) |
Redemption of subsidiary temporary equity and distributions | (318,750) | |
Proceeds from initial public offering of subsidiaries | 175,000 | 143,750 |
Net cash provided by (used in) financing activities | $ (80,692) | $ 389,292 |
Subsequent Event (Details)
Subsequent Event (Details) $ in Thousands | 1 Months Ended |
Jan. 19, 2022USD ($) | |
Subsequent Event [Member] | |
Subsequent Event (Details) [Line Items] | |
Total consideration amount | $ 175,000 |