Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-37503 | |
Entity Registrant Name | B. RILEY FINANCIAL, INC. | |
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 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 28,582,004 | |
Entity Central Index Key | 0001464790 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock, par value $0.0001 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | RILY | |
Security Exchange Name | NASDAQ | |
Depositary Shares, each representing a 1/1000th fractional interest in a 6.875% share of Series A Cumulative Perpetual Preferred Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Depositary Shares, each representing a 1/1000th fractional interest in a 6.875% share of Series A Cumulative Perpetual Preferred Stock | |
Trading Symbol | RILYP | |
Security Exchange Name | NASDAQ | |
Depositary Shares, each representing a 1/1000th fractional interest in a 7.375% share of Series B Cumulative Perpetual Preferred Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Depositary Shares, each representing a 1/1000th fractional interest in a 7.375% share of Series B Cumulative Perpetual Preferred Stock | |
Trading Symbol | RILYL | |
Security Exchange Name | NASDAQ | |
6.50% Senior Notes due 2026 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 6.50% Senior Notes due 2026 | |
Trading Symbol | RILYN | |
Security Exchange Name | NASDAQ | |
6.375% Senior Notes due 2025 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 6.375% Senior Notes due 2025 | |
Trading Symbol | RILYM | |
Security Exchange Name | NASDAQ | |
6.75% Senior Notes due 2024 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 6.75% Senior Notes due 2024 | |
Trading Symbol | RILYO | |
Security Exchange Name | NASDAQ | |
6.00% Senior Notes due 2028 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 6.00% Senior Notes due 2028 | |
Trading Symbol | RILYT | |
Security Exchange Name | NASDAQ | |
5.50% Senior Notes due 2026 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 5.50% Senior Notes due 2026 | |
Trading Symbol | RILYK | |
Security Exchange Name | NASDAQ | |
5.25% Senior Notes due 2028 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 5.25% Senior Notes due 2028 | |
Trading Symbol | RILYZ | |
Security Exchange Name | NASDAQ | |
5.00% Senior Notes due 2026 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 5.00% Senior Notes due 2026 | |
Trading Symbol | RILYG | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash and cash equivalents | $ 231,805 | $ 278,933 |
Restricted cash | 1,578 | 927 |
Due from clearing brokers | 53,472 | 29,657 |
Securities and other investments owned, at fair value | 1,238,613 | 1,532,095 |
Securities borrowed | 2,243,306 | 2,090,966 |
Accounts receivable, net | 64,707 | 49,673 |
Due from related parties | 814 | 2,074 |
Loans receivable, at fair value (includes $68,575 and $167,744 from related parties as of September 30, 2022 and December 31, 2021, respectively) | 814,715 | 873,186 |
Prepaid expenses and other assets | 355,875 | 463,502 |
Operating lease right-of-use assets | 84,550 | 56,969 |
Property and equipment, net | 16,174 | 12,870 |
Goodwill | 429,187 | 250,568 |
Other intangible assets, net | 296,346 | 207,651 |
Deferred tax assets, net | 2,845 | 2,848 |
Total assets | 5,833,987 | 5,851,919 |
Liabilities: | ||
Accounts payable | 22,167 | 6,326 |
Accrued expenses and other liabilities | 278,889 | 343,750 |
Deferred revenue | 89,157 | 69,507 |
Deferred tax liabilities, net | 10,932 | 93,055 |
Due to related parties and partners | 396 | 0 |
Due to clearing brokers | 3,942 | 69,398 |
Securities sold not yet purchased | 17,751 | 28,623 |
Securities loaned | 2,239,250 | 2,088,685 |
Operating lease liabilities | 96,049 | 69,072 |
Notes payable | 25,075 | 357 |
Revolving credit facility | 74,700 | 80,000 |
Term loans, net | 558,035 | 346,385 |
Senior notes payable, net | 1,661,191 | 1,606,560 |
Total liabilities | 5,077,534 | 4,801,718 |
Commitments and contingencies (Note 15) | ||
Redeemable noncontrolling interests in equity of subsidiaries | 178,759 | 345,000 |
B. Riley Financial, Inc. equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 4,535 and 4,512 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively; and liquidation preference of $113,380 and $112,790 as of September 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Common stock, $0.0001 par value; 100,000,000 shares authorized; 28,300,003 and 27,591,028 issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 3 | 3 |
Additional paid-in capital | 473,420 | 413,486 |
Retained earnings | 46,916 | 248,862 |
Accumulated other comprehensive loss | (6,726) | (1,080) |
Total B. Riley Financial, Inc. stockholders’ equity | 513,613 | 661,271 |
Noncontrolling interests | 64,081 | 43,930 |
Total equity | 577,694 | 705,201 |
Total liabilities and equity | $ 5,833,987 | $ 5,851,919 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Loans receivable, at fair value (includes $68,575 and $167,744 from related parties as of September 30, 2022 and December 31, 2021, respectively) | $ 68,575 | $ 167,744 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 4,535 | 4,512 |
Preferred stock, shares outstanding (in shares) | 4,535 | 4,512 |
Preferred stock, liquidation preference | $ 113,380 | $ 112,790 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 28,300,003 | 27,591,028 |
Common stock, shares outstanding (in shares) | 28,300,003 | 27,591,028 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues: | ||||
Services and fees | $ 266,485 | $ 301,497 | $ 678,065 | $ 857,109 |
Trading income (losses) and fair value adjustments on loans | 12,154 | 18,197 | (280,163) | 317,818 |
Interest income - Loans and securities lending | 57,594 | 26,869 | 182,855 | 89,280 |
Sale of goods | 4,130 | 34,959 | 7,895 | 54,244 |
Total revenues | 340,363 | 381,522 | 588,652 | 1,318,451 |
Operating expenses: | ||||
Direct cost of services | 44,523 | 18,019 | 73,959 | 41,435 |
Cost of goods sold | 3,089 | 12,442 | 7,334 | 21,394 |
Selling, general and administrative expenses | 163,727 | 244,218 | 506,062 | 635,484 |
Restructuring charge | 8,016 | 0 | 8,016 | 0 |
Interest expense - Securities lending and loan participations sold | 17,447 | 10,097 | 43,757 | 40,269 |
Total operating expenses | 236,802 | 284,776 | 639,128 | 738,582 |
Operating income (loss) | 103,561 | 96,746 | (50,476) | 579,869 |
Other income (expense): | ||||
Interest income | 686 | 70 | 1,253 | 175 |
Change in fair value of financial instruments and other | (574) | 1,758 | 9,728 | 8,267 |
(Loss) income from equity investments | (91) | 1,149 | 3,285 | 1,172 |
Interest expense | (34,587) | (25,372) | (96,787) | (66,014) |
Income (loss) before income taxes | 68,995 | 74,351 | (132,997) | 523,469 |
(Provision for) benefit from income taxes | (16,350) | (22,693) | 39,858 | (140,113) |
Net income (loss) | 52,645 | 51,658 | (93,139) | 383,356 |
Net income attributable to noncontrolling interests and redeemable noncontrolling interests | 4,808 | 1,108 | 9,245 | 2,474 |
Net income (loss) attributable to B. Riley Financial, Inc. | 47,837 | 50,550 | (102,384) | 380,882 |
Preferred stock dividends | 2,002 | 1,929 | 6,006 | 5,467 |
Net income (loss) available to common shareholders | 45,835 | 48,621 | (108,390) | 375,415 |
Net income (loss) available to common shareholders | $ 45,835 | $ 48,621 | $ (108,390) | $ 375,415 |
Basic (loss) income per common share (in dollars per share) | $ 1.62 | $ 1.76 | $ (3.86) | $ 13.75 |
Diluted (loss) income per common share (in dollars per share) | $ 1.53 | $ 1.69 | $ (3.86) | $ 13.07 |
Weighted average basic common shares outstanding (in shares) | 28,293,064 | 27,570,716 | 28,068,160 | 27,297,917 |
Weighted average diluted common shares outstanding (in shares) | 29,968,417 | 28,794,066 | 28,068,160 | 28,726,492 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 52,645 | $ 51,658 | $ (93,139) | $ 383,356 |
Other comprehensive income (loss): | ||||
Change in cumulative translation adjustment | (2,842) | (1,029) | (5,646) | (1,384) |
Other comprehensive loss, net of tax | (2,842) | (1,029) | (5,646) | (1,384) |
Total comprehensive income (loss) | 49,803 | 50,629 | (98,785) | 381,972 |
Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interests | 6,187 | 1,108 | 10,751 | 2,474 |
Comprehensive income (loss) attributable to B. Riley Financial, Inc. | $ 43,616 | $ 49,521 | $ (109,536) | $ 379,498 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests |
Balance (in shares) at Dec. 31, 2020 | 3,971 | 25,777,796 | |||||
Balance at Dec. 31, 2020 | $ 538,960 | $ 0 | $ 3 | $ 310,326 | $ 203,080 | $ (823) | $ 26,374 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Vesting of restricted stock and other, net of shares withheld for employer taxes (in shares) | 396,818 | ||||||
Vesting of restricted stock and other, net of shares withheld for employer taxes | (10,539) | (10,539) | |||||
Common stock issued, net of offering costs (in shares) | 1,413,045 | ||||||
Common stock issued, net of offering costs | 64,713 | 64,713 | |||||
Common stock repurchased and retired (in shares) | (44,650) | ||||||
Common stock repurchased and retired | (2,656) | (2,656) | |||||
Preferred stock issued (in shares) | 514 | ||||||
Preferred stock issued | 13,997 | 13,997 | |||||
Share based payments | 23,508 | 23,508 | |||||
Warrants exercised (in shares) | 11,655 | ||||||
Dividends on common stock | (250,763) | (250,763) | |||||
Dividends on preferred stock | (5,467) | (5,467) | |||||
Net income (loss) | 383,356 | 380,882 | 2,474 | ||||
Remeasurement of B. Riley Principal 150 and 250 Merger Corporations subsidiary temporary equity | (18,182) | (18,182) | |||||
Distributions to noncontrolling interests | (14,695) | (14,695) | |||||
Contributions from noncontrolling interests | 12,734 | 12,734 | |||||
Acquisition of noncontrolling interests | 13,625 | 13,625 | |||||
Other comprehensive loss | (1,384) | (1,384) | |||||
Balance (in shares) at Sep. 30, 2021 | 4,485 | 27,554,664 | |||||
Balance at Sep. 30, 2021 | 747,207 | $ 0 | $ 3 | 399,349 | 309,550 | (2,207) | 40,512 |
Balance (in shares) at Jun. 30, 2021 | 4,275 | 27,580,300 | |||||
Balance at Jun. 30, 2021 | 743,565 | $ 0 | $ 3 | 387,084 | 320,078 | (1,178) | 37,578 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Vesting of restricted stock and other, net of shares withheld for employer taxes (in shares) | 7,359 | ||||||
Vesting of restricted stock and other, net of shares withheld for employer taxes | (169) | (169) | |||||
Common stock repurchased and retired | (2,656) | (2,656) | |||||
Preferred stock issued (in shares) | 210 | ||||||
Preferred stock issued | 5,716 | 5,716 | |||||
Share based payments | 9,374 | 9,374 | |||||
Warrants exercised (in shares) | 11,655 | ||||||
Dividends on common stock | (59,149) | (59,149) | |||||
Dividends on preferred stock | (1,929) | (1,929) | |||||
Net income (loss) | 51,658 | 50,550 | 1,108 | ||||
Distributions to noncontrolling interests | (841) | (841) | |||||
Contributions from noncontrolling interests | 2,084 | 2,084 | |||||
Acquisition of noncontrolling interests | 583 | 583 | |||||
Other comprehensive loss | (1,029) | (1,029) | |||||
Balance (in shares) at Sep. 30, 2021 | 4,485 | 27,554,664 | |||||
Balance at Sep. 30, 2021 | 747,207 | $ 0 | $ 3 | 399,349 | 309,550 | (2,207) | 40,512 |
Balance (in shares) at Dec. 31, 2021 | 4,512 | 27,591,028 | |||||
Balance at Dec. 31, 2021 | 705,201 | $ 0 | $ 3 | 413,486 | 248,862 | (1,080) | 43,930 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Vesting of restricted stock and other, net of shares withheld for employer taxes (in shares) | 404,668 | ||||||
Vesting of restricted stock and other, net of shares withheld for employer taxes | (6,733) | (6,733) | |||||
Common stock repurchased and retired (in shares) | (571) | ||||||
Common stock repurchased and retired | (27) | (27) | |||||
Preferred stock issued (in shares) | 23 | ||||||
Preferred stock issued | 639 | 639 | |||||
Shares issued for the acquisition of FocalPoint (in shares) | 304,878 | ||||||
Shares issued for the acquisition of FocalPoint | 20,320 | 20,320 | |||||
Share based payments | 45,713 | 45,713 | |||||
Share based payments in equity of subsidiary | 57 | 57 | |||||
Vesting of shares in equity of subsidiary | 0 | (35) | 35 | ||||
Dividends on common stock | (93,128) | (93,128) | |||||
Dividends on preferred stock | (6,006) | (6,006) | |||||
Net income (loss) | (91,633) | (102,384) | 10,751 | ||||
Remeasurement of B. Riley Principal 150 and 250 Merger Corporations subsidiary temporary equity | (428) | (428) | |||||
Distributions to noncontrolling interests | (2,167) | (2,167) | |||||
Contributions from noncontrolling interests | 11,350 | 11,350 | |||||
Acquisition of noncontrolling interests | 182 | 182 | |||||
Other comprehensive loss | (5,646) | (5,646) | |||||
Balance (in shares) at Sep. 30, 2022 | 4,535 | 28,300,003 | |||||
Balance at Sep. 30, 2022 | 577,694 | $ 0 | $ 3 | 473,420 | 46,916 | (6,726) | 64,081 |
Balance (in shares) at Jun. 30, 2022 | 4,535 | 28,290,458 | |||||
Balance at Jun. 30, 2022 | 543,376 | $ 0 | $ 3 | 459,220 | 32,570 | (3,884) | 55,467 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Vesting of restricted stock and other, net of shares withheld for employer taxes (in shares) | 10,116 | ||||||
Vesting of restricted stock and other, net of shares withheld for employer taxes | (293) | (293) | |||||
Common stock repurchased and retired (in shares) | (571) | ||||||
Common stock repurchased and retired | (27) | (27) | |||||
Share based payments | 14,498 | 14,498 | |||||
Share based payments in equity of subsidiary | 57 | 57 | |||||
Vesting of shares in equity of subsidiary | 0 | (35) | 35 | ||||
Dividends on common stock | (31,061) | (31,061) | |||||
Dividends on preferred stock | (2,002) | (2,002) | |||||
Net income (loss) | 54,024 | 47,837 | 6,187 | ||||
Remeasurement of B. Riley Principal 150 and 250 Merger Corporations subsidiary temporary equity | (428) | (428) | |||||
Distributions to noncontrolling interests | (431) | (431) | |||||
Contributions from noncontrolling interests | 2,823 | 2,823 | |||||
Other comprehensive loss | (2,842) | (2,842) | |||||
Balance (in shares) at Sep. 30, 2022 | 4,535 | 28,300,003 | |||||
Balance at Sep. 30, 2022 | $ 577,694 | $ 0 | $ 3 | $ 473,420 | $ 46,916 | $ (6,726) | $ 64,081 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends on common stock per share (in dollars per share) | $ 1 | $ 2 | $ 3 | $ 8.50 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (93,139) | $ 383,356 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 26,526 | 19,066 |
Provision for doubtful accounts | 2,786 | 1,248 |
Share-based compensation | 45,828 | 23,508 |
Fair value adjustments, non-cash | 6,251 | (10,728) |
Non-cash interest and other | (5,392) | (15,742) |
Effect of foreign currency on operations | 3,157 | (1,327) |
Income from equity investments | (3,285) | (1,172) |
Dividends from equity investments | 2,491 | 1,373 |
Deferred income taxes | (81,832) | 28,550 |
Impairment of intangibles and loss (gain) on disposal of fixed assets | 5,537 | (137) |
Gain on extinguishment of loan | (1,102) | (6,509) |
Loss on extinguishment of debt | 0 | 4,888 |
Gain on equity investment | (6,790) | (3,544) |
De-consolidation of BRPM 150 | (8,294) | 0 |
Income allocated and fair value adjustment for mandatorily redeemable noncontrolling interests | 792 | 548 |
Change in operating assets and liabilities: | ||
Amounts due to/from clearing brokers | (89,271) | (598,828) |
Securities and other investments owned | 295,411 | (401,789) |
Securities borrowed | (152,340) | (582,199) |
Accounts receivable and advances against customer contracts | 3,933 | 7,031 |
Prepaid expenses and other assets | (50,688) | (18,390) |
Accounts payable, accrued payroll and related expenses, accrued expenses and other liabilities | (128,028) | 13,655 |
Amounts due to/from related parties and partners | 2,378 | (678) |
Securities sold, not yet purchased | (10,873) | 408,598 |
Deferred revenue | 12,565 | (3,445) |
Securities loaned | 150,565 | 586,015 |
Net cash used in operating activities | (72,814) | (166,652) |
Cash flows from investing activities: | ||
Purchases of loans receivable | (421,718) | (186,317) |
Repayments of loans receivable | 408,654 | 132,542 |
Repayment of loan participations sold | 0 | (15,216) |
Acquisition of businesses, net of $32,135 and $34,924 cash acquired for 2022 and 2021, respectively | (113,605) | (2,122) |
Purchases of property, equipment and intangible assets | (1,385) | (552) |
Proceeds from sale of property, equipment and intangible assets | 2 | 3 |
Investment of subsidiaries initial public offering proceeds into trust account | 0 | (345,000) |
Funds received from trust account of subsidiary | 172,584 | 0 |
Purchase of equity and other investments | (2,786) | 0 |
Net cash provided by (used in) investing activities | 41,746 | (416,662) |
Cash flows from financing activities: | ||
Proceeds from revolving line of credit, net | 0 | 80,000 |
Repayment of revolving line of credit | (5,300) | 0 |
Repayment of notes payable | (409) | (37,610) |
Repayment of term loan | (60,879) | (16,084) |
Proceeds from term loan | 275,700 | 200,000 |
Proceeds from issuance of senior notes | 51,215 | 890,568 |
Redemption of senior notes | 0 | (390,465) |
Payment of debt issuance and offering costs | (1,355) | (30,968) |
Payment of contingent consideration | (674) | (1,560) |
Payment of employment taxes on vesting of restricted stock | (6,733) | (10,540) |
Common dividends paid | (90,351) | (236,554) |
Preferred dividends paid | (6,006) | (5,467) |
Repurchase of common stock | (27) | (2,656) |
Distributions to noncontrolling interests | (3,408) | (15,742) |
Contributions from noncontrolling interests | 11,350 | 12,732 |
Redemption of subsidiary temporary equity and distributions | (172,584) | 0 |
Proceeds from initial public offering of subsidiaries | 0 | 345,000 |
Proceeds from issuance of common stock | 0 | 64,713 |
Proceeds from issuance of preferred stock | 639 | 13,997 |
Net cash (used in) provided by financing activities | (8,822) | 859,364 |
(Decrease) increase in cash, cash equivalents and restricted cash | (39,890) | 276,050 |
Effect of foreign currency on cash, cash equivalents and restricted cash | (6,587) | (1,755) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (46,477) | 274,295 |
Cash, cash equivalents and restricted cash, beginning of period | 279,860 | 104,837 |
Cash, cash equivalents and restricted cash, end of period | 233,383 | 379,132 |
Supplemental disclosures: | ||
Interest paid | 133,359 | 100,997 |
Taxes paid | $ 45,390 | $ 87,857 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Cash Flows [Abstract] | ||
Net of cash acquired | $ 32,135 | $ 34,924 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS OPERATIONS | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS OPERATIONS | 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”), magicJack VocalTec Ltd. (“magicJack”), and Marconi Wireless ("Marconi"), and majority ownership interest in Lingo Management, LLC (“Lingo”). The Company also has a majority ownership interest in BR Brands Holding, LLC (“BR Brands” or “Brands”), which provides licensing of trademarks. 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, real estate consulting and valuation and appraisal services; (v) Principal Investments - Communications and Other, through which the Company provides consumer Internet access and related subscription services from United Online, cloud communication services primarily through the magicJack devices, global cloud/unified communications and managed services from Lingo, mobile phone voice, text, and data services and devices through a mobile virtual network operator, and single source communications and cloud technology services from BullsEye Telecom (“BullsEye”); and (vi) Brands, which is focused on generating revenue through the licensing of trademarks. On September 23, 2022, the Company's subsidiary, B. Riley Receivables II, LLC, a Delaware limited liability company, entered into a credit agreement (the “Pathlight Credit Agreement”) by and among PLC Agent, LLC in the capacity as administrative agent and Pathlight Capital Fund I LP, Pathlight Capital Fund II LP, and Pathlight Capital Fund III LP as the lenders for a five-year $148,200 term loan. The Pathlight Credit Agreement was entered in connection with the purchase of the 2022 Badcock Receivable discussed in Note 2. On August 25, 2022, certain Company subsidiaries acquired the assets of Atlantic Coast Fibers, LLC (and related businesses), which provides residential and commercial recycling services in the New York City metropolitan area. The purchase price consideration totaled $27,541, which consisted of $14,482 in cash, $1,642 in assumed debt, and $11,416 in contingent consideration payable over approximately the next two years. In accordance with Accounting Standards Codification (“ASC”) 805, the Company used the acquisition method of accounting for this acquisition. Goodwill of $3,913 and other intangible assets of $13,080 were recorded as a result of the acquisition. On August 16, 2022, the Company's majority-owned subsidiary, Lingo, acquired BullsEye, a single source communications and cloud technology provider. The purchase price consideration totaled $64,907, which Lingo partially funded using a $52,500 term loan that is discussed in Note 9. In accordance with ASC 805, the Company used the acquisition method of accounting for this acquisition. Goodwill of $29,284 and other intangible assets of $28,700 were recorded as a result of the acquisition. The acquisition is expected to bring revenue from multi-location enterprise business customers to Lingo, improving scale and flexibility. On August 16, 2022, Lingo entered into a credit agreement (the “Lingo Credit Agreement”) by and among Lingo, the Company as the secured guarantor, and Banc of California, N.A. in its capacity as administrative agent and lender, for a five-year $45,000 term loan. On September 9, 2022, Lingo entered into the First Amendment to the Lingo Credit Agreement with Grasshopper Bank for an incremental term loan of $7,500, increasing the principal balance of the term loan to $52,500. On May 31, 2022, the Company's ownership interest in Lingo increased from 40% to 80% as a result of the conversion of $17,500 of debt owed by Lingo to equity. As a result of the consolidation of Lingo, the pre-existing equity investment was remeasured at fair value resulting in the recognition of a gain of $6,790, which is included in trading (losses) income and fair value adjustments on loans in the condensed consolidated statement of operations. In accordance with ASC 805, |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ( a) Principles of Consolidation and Basis of Presentation The condensed consolidated financial statements include the accounts of B. Riley Financial, Inc. and its wholly-owned and majority-owned subsidiaries. The condensed 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 Applicable 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. The condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to interim financial reporting guidelines and the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the periods presented have been included. These condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the operating results to be expected for the full fiscal year or any future periods. (b) Use of Estimates The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenue and expense during the reporting period. Estimates are used when accounting for certain items such as valuation of securities, allowance for doubtful accounts, the fair value of loans receivables, intangible assets and goodwill, share based arrangements, contingent consideration, accounting for income tax valuation allowances, recovery of contract assets, and sales returns and allowances. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ. (c) Interest Expense — Securities Lending Activities Interest expense from securities lending activities is included in operating expenses related to operations in the Capital Markets segment. Interest expense from securities lending activities is incurred from equity and fixed income securities that are loaned to the Company and totaled $17,447 and $9,945 during the three months ended September 30, 2022 and 2021, respectively, and $43,757 and $39,391 during the nine months ended September 30, 2022 and 2021, respectively. Interest expense from loan participations sold totaled $152 and $878 during the three and nine months ended September 30, 2021, respectively. (d) Concentration of Risk Revenues in the Capital Markets, Financial Consulting, Wealth Management, Brands and Principal Investments — Communications and Other segments are currently primarily generated in the United States. Revenues in the Auction and Liquidation segment are primarily generated in the United States, Canada, and Europe. The Company maintains cash in various federally insured banking institutions. The account balances at each institution periodically exceed the Federal Deposit Insurance Corporation’s (“FDIC”) insurance coverage, and as a result, there is a concentration of credit risk related to amounts in excess of FDIC insurance coverage. The Company has not experienced any losses in such accounts. The Company also has substantial cash balances from proceeds received from auctions and liquidation engagements that are distributed to parties in accordance with the collaborative arrangements. (e) Advertising Expenses The Company expenses advertising costs, which consist primarily of costs for printed materials, as incurred. Advertising costs totaled $1,584 and $808 during the three months ended September 30, 2022 and 2021, respectively, and $5,941 and $1,964 during the nine months ended September 30, 2022 and 2021, respectively. Advertising expense was included as a component of selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. (f) 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 condensed consolidated statements of operations over the requisite service or performance period the award is expected to vest. In June 2018, the Company adopted the 2018 Employee Stock Purchase Plan (“Purchase Plan”) which allows eligible employees to purchase common stock through payroll deductions at a price that is 85% of the market value of the common stock on the last day of the offering period. In accordance with the provisions of ASC 718 - Compensation — Stock Compensation (“ASC 718”), the Company is required to recognize compensation expense relating to shares offered under the Purchase Plan. During the three months ended September 30, 2022 and 2021, the Company recognized compensation expense of $120 and $132, respectively, related to the Purchase Plan. During the nine months ended September 30, 2022 and 2021, the Company recognized compensation expense of $316 and $474, respectively, related to the Purchase Plan. (g) Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the condensed 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 for 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. (h) 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. (i) Restricted Cash As of September 30, 2022 and December 31, 2021, restricted cash included $1,578 and $927 of cash collateral for leases, respectively. Cash, cash equivalents and restricted cash consist of the following: September 30, December 31, Cash and cash equivalents $ 231,805 $ 278,933 Restricted cash 1,578 927 Total cash, cash equivalents and restricted cash $ 233,383 $ 279,860 (j) Securities Borrowed and Securities Loaned Securities borrowed and securities loaned are recorded based upon the amount of cash advanced or received. Securities borrowed transactions facilitate the settlement process and require the Company to deposit cash or other collateral with the lender. With respect to securities loaned, the Company receives collateral in the form of cash. The amount of collateral required to be deposited for securities borrowed, or received for securities loaned, is an amount generally in excess of the market value of the applicable securities borrowed or loaned. The Company monitors the market value of the securities borrowed and loaned on a daily basis, with additional collateral obtained, or excess collateral recalled, when deemed appropriate. The Company accounts for securities lending transactions in accordance with ASC 210 - Balance Sheet , which requires companies to report disclosures of offsetting assets and liabilities. The Company does not net securities borrowed and securities loaned and these items are presented on a gross basis in the condensed consolidated balance sheets. (k) 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 $1,327 and $986 during the three months ended September 30, 2022 and 2021, respectively, and $3,380 and $2,890 during the nine months ended September 30, 2022 and 2021, respectively. (l) Loans Receivable Under ASC 326 - Financial Instruments – Credit Losses , the Company elected the fair value option for all outstanding loans receivable. Under the fair value option, loans receivables are measured at each reporting period based upon their exit value in an orderly transaction and unrealized gains or losses from changes in fair value are recorded in the consolidated statements of operations. Loans receivable, at fair value totaled $814,715 and $873,186 as of September 30, 2022 and December 31, 2021, respectively. The loans have various maturities through March 2027 . As of September 30, 2022 and December 31, 2021, the historical cost of loans receivable accounted for under the fair value option was $846,933 and $877,527, respectively, which included principal balances of $851,689 and $886,831 respectively, and unamortized costs, origination fees, premiums and discounts, totaling $4,756 and $9,304, respectively. During the three months ended September 30, 2022 and 2021, the Company recorded net unrealized loss of $19,158 and $1,317, respectively, and during the nine months ended September 30, 2022 and 2021, the Company recorded a net unrealized loss of $19,287 and net unrealized gain of $8,729, respectively, on the loans receivable at fair value, which was included in trading income (losses) and fair value adjustments on loans on the condensed consolidated statements of operations. The Company may periodically provide limited guarantees to third parties for loans that are made to investment banking and lending clients. As of September 30, 2022, the Company has outstanding limited guarantee arrangements with respect to Babcock & Wilcox Enterprises, Inc. (“B&W”) as further described in Note 15. 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 September 30, 2022, the Company has not recorded any provision for credit losses on the B&W guarantees since the Company believes that there is sufficient collateral to protect the Company from any credit loss exposure. Interest income on loans receivable is recognized based on the stated interest rate of the loan on the unpaid principal balance plus the amortization of any costs, origination fees, premiums and discounts and is included in interest income - loans and securities lending on the condensed consolidated statements of operations. Loan origination fees and certain direct origination costs are deferred and recognized as adjustments to interest income over the lives of the related loans. Unearned income, discounts and premiums are amortized to interest income using a level yield methodology. Badcock Loans Receivable On September 23, 2022, the Company's subsidiary, B Riley Receivables II, LLC, a Delaware limited liability company, entered into a Master Receivables Purchase Agreement (“Receivables Purchase Agreement II”) with W.S. Badcock Corporation, a Florida corporation (“WSBC”), an indirect wholly owned subsidiary of Franchise Group, Inc., a Delaware corporation (“FRG”). This purchase of $168,363 consumer credit receivables of WSBC (“2022 Badcock Receivable”) was partially financed by a $148,200 term loan discussed in Note 9. As of September 30, 2022, the principal outstanding for the 2022 Badcock Receivable was $168,363 and included in loans receivable, at fair value on the condensed consolidated balance sheets. On December 20, 2021, the Company entered into a Master Receivables Purchase Agreement (“Receivables Purchase Agreement”) with WSBC. The Company paid $400,000 in cash to WSBC for the purchase of certain consumer credit receivables of WSBC (“2021 Badcock Receivable”), which was 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. As of September 30, 2022 and December 31, 2021, the principal outstanding for the 2021 Badcock Receivable was $212,551 and $400,000, respectively, and included in loans receivable, at fair value on the condensed consolidated balance sheets. (m) Securities and Other Investments Owned and Securities Sold Not Yet Purchased Securities and other investments owned consist of marketable securities and investments in partnership interests and other securities recorded at fair value. Securities sold, but not yet purchased represents 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 September 30, 2022 and December 31, 2021, the Company’s securities and other investments owned and securities sold not yet purchased at fair value consisted of the following securities: September 30, December 31, Securities and other investments owned: Equity securities $ 1,140,728 $ 1,444,474 Corporate bonds 6,761 7,632 Other fixed income securities 8,649 2,606 Partnership interests and other 82,475 77,383 $ 1,238,613 $ 1,532,095 Securities sold not yet purchased: Equity securities $ 10,801 $ 20,302 Corporate bonds 6,264 6,327 Other fixed income securities 686 1,994 $ 17,751 $ 28,623 (n) 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”) in accordance with ASC 820 - Fair Value Measurements. As of September 30, 2022 and December 31, 2021, partnership and investment fund interests valued at NAV of $82,475 and $77,383, respectively, are included in securities and other investments owned in the accompanying condensed consolidated balance sheets. Securities and other investments owned also include investments in nonpublic entities that do not have a readily determinable fair value and do not report NAV per share. These investments are accounted for using a measurement alternative under which they are measured at cost and adjusted for observable price changes and impairments. Observable price changes result from, among other things, equity transactions for the same issuer executed during the reporting period, including subsequent equity offerings or other reported equity transactions related to the same issuer. For these transactions to be considered observable price changes of the same issuer, we evaluate whether these transactions have similar rights and obligations, including voting rights, distribution preferences, conversion rights, and other factors, to the investments we hold. 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 September 30, 2022 and December 31, 2021, investments in nonpublic entities valued using a measurement alternative of $84,280 and $59,745, respectively, are included in securities and other investments owned in the accompanying condensed consolidated balance sheets. Funds held in trust represents U.S. treasury bills that were purchased with funds raised through the initial public offering of B. Riley Principal 250 Merger Corporation (“BRPM 250”), a consolidated special purpose acquisition corporation (“SPAC”). The funds raised are held in a trust account that is restricted for use and may only be used for purposes of completing an initial business combination or redemption of the class A public common shares of the SPAC as set forth in the trust agreement. The funds held in trust are included within Level 1 of the fair value hierarchy and included in prepaid expenses and other assets in the accompanying condensed consolidated balance sheets. The Company has warrant liabilities related to warrants of the SPAC that are held by investors in BRPM 250. The warrants are accounted for as liabilities in accordance with ASC 815 - Derivatives and Hedging and are measured at fair value at inception and on a recurring basis using quoted prices in over-the-counter markets. Warrant liabilities are included in accrued expenses and other liabilities in the accompanying condensed consolidated balance sheets in the amount of $633 for BRPM 250 and $12,938 for B. Riley Principal 150 Merger Corporation (“BRPM 150”) and BRPM 250 as of September 30, 2022 and December 31, 2021, respectively. Changes in fair value of warrants are included within change in fair value of financial instruments and other as part of other income (expense) in the condensed consolidated statements of operations. The fair value of mandatorily redeemable noncontrolling interests is determined based on the issuance of similar interests for cash, references to industry comparables, and relied, in part, on information obtained from appraisal reports and internal valuation models. The following tables present information on the financial assets and liabilities measured and recorded at fair value on a recurring basis as of September 30, 2022 and December 31, 2021. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis as of September 30, 2022 Using Fair value as of September 30, 2022 Quoted prices in active markets Other observable inputs Significant unobservable inputs Assets: Funds held in trust account $ 173,216 $ 173,216 $ — $ — Securities and other investments owned: Equity securities 1,056,448 717,092 — 339,356 Corporate bonds 6,761 — 6,761 — Other fixed income securities 8,649 — 8,649 — Total securities and other investments owned 1,071,858 717,092 15,410 339,356 Loans receivable, at fair value 814,715 — — 814,715 Total assets measured at fair value $ 2,059,789 $ 890,308 $ 15,410 $ 1,154,071 Liabilities: Securities sold not yet purchased: Equity securities $ 10,801 $ 10,801 $ — $ — Corporate bonds 6,264 — 6,264 — Other fixed income securities 686 — 686 — Total securities sold not yet purchased 17,751 10,801 6,950 — Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,322 — — 4,322 Warrant liabilities 633 633 — — Contingent consideration 29,578 — — 29,578 Total liabilities measured at fair value $ 52,284 $ 11,434 $ 6,950 $ 33,900 Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2021 Using Fair value at December 31, 2021 Quoted prices in active markets Other observable inputs Significant unobservable inputs Assets: Funds held in trust account $ 345,024 $ 345,024 $ — $ — Securities and other investments owned: Equity securities 1,384,729 1,007,180 — 377,549 Corporate bonds 7,632 — 7,632 — Other fixed income securities 2,606 — 2,606 — Total securities and other investments owned 1,394,967 1,007,180 10,238 377,549 Loans receivable, at fair value 873,186 — — 873,186 Total assets measured at fair value $ 2,613,177 $ 1,352,204 $ 10,238 $ 1,250,735 Liabilities: Securities sold not yet purchased: Equity securities $ 20,302 $ 20,302 $ — $ — Corporate bonds 6,327 — 6,327 — Other fixed income securities 1,994 — 1,994 — Total securities sold not yet purchased 28,623 20,302 8,321 — Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,506 — — 4,506 Warrant liabilities 12,938 12,938 — — Total liabilities measured at fair value $ 46,067 $ 33,240 $ 8,321 $ 4,506 As of September 30, 2022 and December 31, 2021, financial assets measured and reported at fair value on a recurring basis and classified within Level 3 were $1,154,071 and $1,250,735, respectively, or 20.0% and 21.4%, respectively, of the Company’s total assets. In determining the fair value for these Level 3 financial assets, the Company analyzes various financial, performance and market factors to estimate the value, including where applicable, over-the-counter market trading activity. 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 September 30, 2022: Fair value at September 30, 2022 Valuation Unobservable Range Weighted Assets: Equity securities $ 267,745 Market approach Multiple of EBITDA 1.80x - 13.00x 6.49x Multiple of Sales 1.00x 1.00x Market price of related security $10.03 - $16.81 $13.72 65,044 Discounted cash flow Market interest rate 17.8% 17.8% 6,567 Option pricing model Annualized volatility 30.0% - 200.0% 57.4% Loans receivable at fair value 814,715 Discounted cash flow/Market approach Market interest rate/Market price of related security 6.0% - 33.5% 21.9% Total level 3 assets measured at fair value $ 1,154,071 Liabilities: Mandatorily redeemable noncontrolling interests issued after November 5, 2003 $ 4,322 Market approach Operating income multiple 6.0x 6.0x Contingent consideration 29,578 Discounted cash flow EBITDA volatility 65.0% 65.0% Market interest rate 8.5% 8.5% Total level 3 liabilities measured at fair value $ 33,900 The changes in Level 3 fair value hierarchy during the nine months ended September 30, 2022 and 2021 were as follows: Level 3 Level 3 Changes During the Period Level 3 Fair Relating to Purchases, Transfer in Nine Months Ended September 30, 2022 Equity securities $ 377,549 $ (18,594) $ — $ 18,457 $ (38,056) $ 339,356 Loans receivable at fair value 873,186 (19,205) 9,554 (7,983) (40,837) 814,715 Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,506 — 824 (1,008) — 4,322 Contingent consideration — (3,880) — 33,458 — 29,578 Nine Months Ended September 30, 2021 Equity securities $ 149,292 $ 52,102 $ — $ 125,794 $ 5,777 $ 332,965 Loans receivable at fair value 390,689 9,059 9,003 (57,989) — 350,762 Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,700 — (504) — — 4,196 Warrant liabilities — — — 10,466 (10,466) — The amount reported in the table above during the nine months ended September 30, 2022 and 2021 included the amount of undistributed earnings attributable to the noncontrolling interests that is distributed on a quarterly basis. The carrying amounts reported in the condensed consolidated financial statements for cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value based on the short-term maturity of these instruments. As of September 30, 2022 and December 31, 2021, the senior notes payable had a carrying amount of $1,661,191 and $1,606,560, respectively, and fair value of $1,539,876 and $1,661,189, respectively. The carrying amount of the term loans approximates fair value because the effective yield of such instruments are 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 condensed consolidated statements of operations. These investments are evaluated on a nonrecurring basis based on the observable price changes in orderly transactions for the identical or similar investment of the same issuer. Further adjustments are not made until another observable transaction occurs. Therefore, the determination of fair values of these investments in nonpublic entities that do not report NAV does not involve significant estimates and assumptions or subjective and complex judgments. Investments in nonpublic entities that do not report NAV are subject to a qualitative assessment for indicators of impairment. If indicators of impairment are present, the Company is required to estimate the investment’s fair value and immediately recognize an impairment charge in an amount equal to the investment’s carrying value in excess of its estimated fair value. The following table presents information on the assets measured at fair value on a nonrecurring basis by level within the fair value hierarchy as of September 30, 2022. These investments were measured due to an observable price change or impairment during the nine months ended September 30, 2022. Fair Value Measurement Using Total Quoted prices in active markets Other observable inputs Significant unobservable inputs As of September 30, 2022 Investments in nonpublic entities that do not report NAV $ 16,387 $ — $ 15,737 $ 650 (o) Derivative and Foreign Currency Translation The Company periodically uses derivative instruments, which primarily consist of the purchase of forward exchange contracts, for certain loans receivable and Auction and Liquidation engagements with operations outside the United States. As of September 30, 2022, there were no forward exchange contracts outstanding. As of December 31, 2021, €6,000 forward exchange contracts 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 zero and $248 during the three months ended September 30, 2022 and 2021, respectively, and $68 and $921 during the nine months ended September 30, 2022 and 2021, respectively. This amount was reported as a component of selling, gener |
RESTRUCTURING CHARGE
RESTRUCTURING CHARGE | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGE | RESTRUCTURING CHARGE The Company recorded $8,016 in restructuring charges during the three and nine months ended September 30, 2022. The Company did not record any restructuring charges for the three and nine months ended September 30, 2021. The restructuring charges during the three and nine months ended September 30, 2022 were primarily related to the reorganization and consolidation activities in the Wealth Management segment and the Principal Investments - Communications and Other segment. Reorganization and consolidation activities consisted of reductions in workforce, facility closures, and related intangible impairments and asset disposals. The following tables summarize the changes in accrued restructuring charge during the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Balance, beginning of period $ 574 $ 676 $ 624 $ 727 Restructuring charge 8,016 — 8,016 — Cash paid (1,448) (29) (1,503) (86) Non-cash items (4,620) 3 (4,615) 9 Balance, end of period $ 2,522 $ 650 $ 2,522 $ 650 The following tables summarize the restructuring activities by reportable segment during the three and nine months ended September 30, 2022. Wealth Management Principal Investments - Communications and Other Total Restructuring charge (recovery) for the three and nine months ended September 30, 2022 Employee termination $ 354 $ 906 $ 1,260 Impairment of intangibles 2,012 2,162 4,174 Facility closure and consolidation 1,741 841 2,582 Total restructuring charge $ 4,107 $ 3,909 $ 8,016 |
SECURITIES LENDING
SECURITIES LENDING | 9 Months Ended |
Sep. 30, 2022 | |
Securities Lending [Abstract] | |
SECURITIES LENDING | SECURITIES LENDING The following table presents the contractual gross and net securities borrowing and lending balances and the related offsetting amount as of September 30, 2022 and December 31, 2021: Gross amounts recognized Gross amounts offset in the consolidated balance sheets (1) Net amounts included in the consolidated balance sheets Amounts not offset in the consolidated balance sheets but eligible for offsetting upon counterparty default (2) Net amounts As of September 30, 2022 Securities borrowed $ 2,243,306 $ — $ 2,243,306 $ 2,243,306 $ — Securities loaned $ 2,239,250 $ — $ 2,239,250 $ 2,239,250 $ — As of December 31, 2021 Securities borrowed $ 2,090,966 $ — $ 2,090,966 $ 2,090,966 $ — Securities loaned $ 2,088,685 $ — $ 2,088,685 $ 2,088,685 $ — _________________________ (1) Includes financial instruments subject to enforceable master netting provisions that are permitted to be offset to the extent an event of default has occurred. (2) Includes the amount of cash collateral held/posted. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE The components of accounts receivable, net, include the following: September 30, December 31, Accounts receivable $ 60,137 $ 39,045 Investment banking fees, commissions and other receivables 8,165 14,286 Total accounts receivable 68,302 53,331 Allowance for doubtful accounts (3,595) (3,658) Accounts receivable, net $ 64,707 $ 49,673 Additions and changes to the allowance for doubtful accounts consist of the following: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Balance, beginning of period $ 2,773 $ 3,565 $ 3,658 $ 3,599 Add: Additions to reserve 1,510 493 2,786 1,248 Less: Write-offs (688) (266) (2,857) (1,087) Less: Recovery — — 8 32 Balance, end of period $ 3,595 $ 3,792 $ 3,595 $ 3,792 |
PREPAID EXPENSES AND OTHER ASSE
PREPAID EXPENSES AND OTHER ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER ASSETS | PREPAID EXPENSES AND OTHER ASSETS Prepaid expenses and other assets consist of the following: September 30, December 31, Funds held in trust account $ 173,216 $ 345,024 Equity investments 42,560 39,190 Prepaid expenses 21,322 14,965 Unbilled receivables 12,483 12,315 Other receivables 71,797 40,483 Other assets 34,497 11,525 Prepaid expenses and other assets $ 355,875 $ 463,502 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill was $429,187 and $250,568 as of September 30, 2022 and December 31, 2021, respectively. The changes in the carrying amount of goodwill during the nine months ended September 30, 2022, resulting primarily from the acquisitions of FocalPoint in the Capital Markets segment and Lingo and BullsEye in the Principal Investments – Communications and Other segment (as previously discussed in Note 1), were as follows: Capital Markets Segment Wealth Management Segment Auction and Liquidation Segment Financial Consulting Segment Principal Investments- Communications and Other Segment Total Balance as of December 31, 2021 $ 51,338 $ 51,195 $ 1,975 $ 23,680 $ 122,380 $ 250,568 Goodwill acquired during the period: Acquisition of other businesses 110,512 — — — 68,107 178,619 Balance as of September 30, 2022 $ 161,850 $ 51,195 $ 1,975 $ 23,680 $ 190,487 $ 429,187 Intangible assets consisted of the following: As of September 30, 2022 As of December 31, 2021 Useful Life Gross Carrying Value Accumulated Amortization Intangibles Net Gross Carrying Value Accumulated Amortization Intangibles Net Amortizable assets: Customer relationships 1.9 to 16 Years $ 220,811 $ (80,900) $ 139,911 $ 130,801 $ (59,671) $ 71,130 Domain names 7 years 185 (162) 23 185 (143) 42 Advertising relationships 8 years 100 (78) 22 100 (69) 31 Internally developed software and other intangibles 0.5 to 5 Years 24,295 (11,016) 13,279 15,275 (8,820) 6,455 Trademarks 3 to 10 Years 20,683 (2,848) 17,835 6,369 (1,652) 4,717 Total 266,074 (95,004) 171,070 152,730 (70,355) 82,375 Non-amortizable assets: Tradenames 125,276 — 125,276 125,276 — 125,276 Total intangible assets $ 391,350 $ (95,004) $ 296,346 $ 278,006 $ (70,355) $ 207,651 Amortization expense was $9,390 and $5,156 during the three months ended September 30, 2022 and 2021, respectively, and $23,146 and $16,176 during the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, estimated future amortization expense was $9,466, $32,249, $28,169, $23,685, and $20,916 for the years ended December 31, 2022 (remaining three months), 2023, 2024, 2025 and 2026, respectively. The estimated future amortization expense after December 31, 2026 is $56,585. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE Asset Based Credit Facility The Company is party to a credit agreement (as amended, the “Credit Agreement”) governing its asset based credit facility with Wells Fargo Bank, National Association (“Wells Fargo Bank”) with a maximum borrowing limit of $200,000 and a maturity date of April 20, 2027. Cash advances and the issuance of letters of credit under the credit facility are made at the lender’s discretion. The letters of credit issued under this facility are furnished by the lender to third parties for the principal purpose of securing minimum guarantees under liquidation services contracts more fully described in Note 2(d) in the Annual Report on Form 10-K. All outstanding loans, letters of credit, and interest are due on the expiration date which is generally within 180 days of funding. The credit facility is secured by the proceeds received for services rendered in connection with liquidation service contracts pursuant to which any outstanding loan or letters of credit are issued and the assets that are sold at liquidation related to such contract. The interest rate for each revolving credit advance under the Credit Agreement is subject to certain terms and conditions, equal to the Secured Overnight Financing Rate (“SOFR”) plus a margin of 2.25% to 3.25% depending on the type of advance and the percentage such advance represents of the related transaction for which such advance is provided. The credit facility provides for success fees in the amount of 1.0% to 10.0% of the net profits, if any, earned on the liquidation engagements funded under the Credit Agreement as set forth therein. The credit facility also provides for funding fees in the amount of 0.05% to 0.20% of the aggregate principal amount of all credit advances and letters of credit issued in connection with a liquidation sale. Interest expense totaled $18 and $109 during the three months ended September 30, 2022 and 2021, respectively, and $165 and $325 during the nine months ended September 30, 2022 and 2021, respectively. There was no outstanding balance on this credit facility as of September 30, 2022 and December 31, 2021. As of September 30, 2022, there were no open letters of credit outstanding. The Company is in compliance with all financial covenants in the asset based credit facility as of September 30, 2022. Other Notes Payable As of September 30, 2022 and December 31, 2021, the outstanding balance for the other notes payable was $25,075 and $357, respectively. Interest expense was $298 and $4 during the three months ended September 30, 2022 and 2021, respectively, and $825 and $16 during the nine months ended September 30, 2022 and 2021, respectively. Notes payable consisted of additional deferred cash consideration owed to the sellers of FocalPoint as of September 30, 2022. Notes payable to a clearing organization for one of the Company’s broker dealers, which accrued interest at the prime rate plus 2.0%, matured on January 31, 2022 and was repaid during the nine months ended September 30, 2022. Pathlight Credit Agreement On September 23, 2022, the Company's subsidiary, B. Riley Receivables II, LLC, a Delaware limited liability company (the “Borrower”), entered into a credit agreement (the “Pathlight Credit Agreement”) by and among PLC Agent, LLC in the capacity as administrative agent and Pathlight Capital Fund I LP, Pathlight Capital Fund II LP, and Pathlight Capital Fund III LP as the lenders (collectively, “Pathlight”) for a five-year $148,200 term loan. The Pathlight Credit Agreement was entered in connection with the purchase of the 2022 Badcock Receivable discussed in Note 2. The term loan bears interest on the outstanding principal amount equal to the Term SOFR rate plus an applicable margin of 6.50%. As of September 30, 2022, the interest rate on the Pathlight Credit Agreement was 10.00%. The Pathlight Credit Agreement contains certain covenants, including those limiting the Borrower’s ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. The Pathlight Credit Agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an event of default occurs, the agent would be entitled to take various actions, including the acceleration of amounts due under the outstanding Pathlight Credit Agreement. Principal outstanding under the Pathlight Credit Agreement is repaid based on collections of the 2022 Badcock Receivable less other application of payments as defined in the Pathlight Credit Agreement and the remaining principal balance is due at final maturity on September 23, 2027. As of September 30, 2022, the outstanding balance on the term loan was $144,584 (net of unamortized debt issuance costs of $3,616). Interest expense on the term loan during the three and nine months ended September 30, 2022 was $418 (including amortization of deferred debt issuance costs of $89). Lingo Credit Agreement On August 16, 2022, the Company's subsidiary, Lingo, a Delaware limited liability company (the “Borrower”), entered into a credit agreement (the “Lingo Credit Agreement”) by and among the Borrower, the Company as the secured guarantor, and Banc of California, N.A. in its capacity as administrative agent and lender, for a five-year $45,000 term loan. On September 9, 2022, Lingo entered into the First Amendment to the Lingo Credit Agreement with Grasshopper Bank (the “New Lender”) for an incremental term loan of $7,500, increasing the principal balance of the term loan to $52,500. The term loan bears interest on the outstanding principal amount equal to the Term SOFR rate plus a margin of 3.00% to 3.75% per annum, depending on the consolidated total funded debt ratio as defined in the Lingo Credit Agreement, plus applicable spread adjustment. As of September 30, 2022, the interest rate on the Lingo Credit Agreement was 6.29%. The agreement contains certain covenants, including those limiting the Borrower’s ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. In addition, the agreement requires the Borrower to maintain certain financial ratios. The agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an event of default occurs, the agent would be entitled to take various actions, including the acceleration of amounts due under the outstanding agreement. Principal outstanding is due in quarterly installments starting on March 31, 2023. Quarterly installments from March 31, 2023 to December 31, 2023 are in the amount of $1,641 per quarter, from March 31, 2024 to December 31, 2024 are in the amount of $1,969 per quarter, from March 31, 2025 to June 30, 2027 are in the amount of $2,625, and the remaining principal balance is due at final maturity on August 16, 2027. As of September 30, 2022, the outstanding balance on the term loan was $51,595 (net of unamortized debt issuance costs of $905). Interest expense on the term loan during the three and nine months ended September 30, 2022 was $403 (including amortization of deferred debt issuance costs of $26). 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, 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, 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, the “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 contains certain representations and warranties (subject to certain agreed qualifications) that are customary for financings of this kind. The Credit Agreement contains 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 contains a financial covenant that requires the Company to maintain operating earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of at least $135,000 and the Primary Guarantor to maintain net asset value of at least $1,100,000. The Credit Agreement contains customary events of default, including with respect to a failure to make payments under the credit facilities, cross-default, certain bankruptcy and insolvency events and customary change of control events. 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 September 30, 2022 and December 31, 2021, the outstanding balances on the Term Loan Facility and Incremental Facility were $290,448 (net of unamortized debt issuance costs of $5,802) and $292,650 (net of unamortized debt issuance costs of $7,350), respectively. Interest on the term loan during the three months ended September 30, 2022 and 2021 was $5,720 (including amortization of deferred debt issuance costs of $523) and $2,720 (including amortization of deferred debt issuance costs of $350), respectively. Interest on the term loan during the nine months ended September 30, 2022 and 2021 was $14,557 (including amortization of deferred debt issuance costs of $1,548) and $2,956 (including amortization of deferred debt issuance costs of $380), respectively. The interest rate on the term loan as of September 30, 2022 and December 31, 2021 was 8.10% and 4.72%, respectively. The Company had an outstanding balance of $74,700 and $80,000 under the Revolving Credit Facility as of September 30, 2022 and December 31, 2021, respectively. Interest on the revolving facility during the three months ended September 30, 2022 and 2021 was $1,410 (including unused commitment fee of $6 and amortization of deferred financing costs of $146) and $790 (including unused commitment fee of $58 and amortization of deferred financing costs of $146), respectively. Interest on the revolving facility during the nine months ended September 30, 2022 and 2021 was $3,737 (including unused commitment fee of $6 and amortization of deferred financing costs of $434) and $820 (including unused commitment fee of $76 and amortization of deferred financing costs of $159). The interest rate on the revolving facility as of September 30, 2022 and December 31, 2021 was 7.64% and 4.67%, respectively. BRPAC Credit Agreement On December 19, 2018, BRPI Acquisition Co LLC (“BRPAC”), a Delaware limited liability company, UOL, and YMAX Corporation, Delaware corporations (collectively, the “Borrowers”), indirect wholly owned subsidiaries of the Company, in the capacity as borrowers, entered into a credit agreement (the “BRPAC Credit Agreement”) with the Banc of California, N.A. in the capacity as agent (the “Agent”) and lender and with the other lenders party thereto (the “Closing Date Lenders”). Certain of the Borrowers’ U.S. subsidiaries are guarantors of all obligations under the BRPAC Credit Agreement and are parties to the BRPAC Credit Agreement in such capacity (collectively, the “Secured Guarantors”; and together with the Borrowers, the “Credit Parties”). In addition, the Company and B. Riley Principal Investments, LLC, the parent corporation of BRPAC and a subsidiary of the Company, are guarantors of the obligations under the BRPAC Credit Agreement pursuant to standalone guaranty agreements pursuant to which the shares outstanding membership interests of BRPAC are pledged as collateral. The obligations under the BRPAC Credit Agreement are secured by first-priority liens on, and first priority security interest in, substantially all of the assets of the Credit Parties, including a pledge of (a) 100% of the equity interests of the Credit Parties, (b) 65% of the equity interests in United Online Software Development (India) Private Limited, a private 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. Through a series of amendments, including the most recent Fourth Amendment to the BRPAC Credit Agreement (the “Fourth Amendment”) on June 21, 2022, the Borrowers, the Secured Guarantors, the Agent and the Closing Date Lenders agreed to the following, among other things: (i) the Lenders agreed to make a new $75,000 term loan to the Borrowers, the proceeds of which the Borrowers’ used to repay the outstanding principal amount of the existing terms loans and optional loans and will use for other general corporate purposes, (ii) a new applicable margin level of 3.50% was established as set forth from the date of the Fourth Amendment, (iii) Marconi Wireless Holdings, LLC was added to the Borrowers, (iv) the maturity date of the term loan was set to June 30, 2027, and (v) the Borrowers were permitted to make certain distributions to the parent company of the Borrowers. The borrowings under the amended BRPAC Credit Agreement bear interest equal to the Term SOFR rate plus a margin of 2.75% to 3.50% per annum, depending on the Borrowers’ consolidated total funded debt ratio as defined in the BRPAC Credit Agreement. As of September 30, 2022 and December 31, 2021, the interest rate on the BRPAC Credit Agreement was 6.04% and 3.17%, respectively. Principal outstanding under the Amended BRPAC Credit Agreement is due in quarterly installments. Quarterly installments on December 31, 2022 are in the amount of $2,813, from March 31, 2023 to December 31, 2023 are in the amount of $4,688 per quarter, from March 31, 2024 to December 31, 2026 are in the amount of $3,750 per quarter, on March 31, 2027 is in the amount of $2,813, and the remaining principal balance is due at final maturity on June 30, 2027. |
TERM LOANS AND REVOLVING CREDIT
TERM LOANS AND REVOLVING CREDIT FACILITY | 9 Months Ended |
Sep. 30, 2022 | |
Term Loans And Revolving Credit Facility [Abstract] | |
TERM LOANS AND REVOLVING CREDIT FACILITY | NOTES PAYABLE Asset Based Credit Facility The Company is party to a credit agreement (as amended, the “Credit Agreement”) governing its asset based credit facility with Wells Fargo Bank, National Association (“Wells Fargo Bank”) with a maximum borrowing limit of $200,000 and a maturity date of April 20, 2027. Cash advances and the issuance of letters of credit under the credit facility are made at the lender’s discretion. The letters of credit issued under this facility are furnished by the lender to third parties for the principal purpose of securing minimum guarantees under liquidation services contracts more fully described in Note 2(d) in the Annual Report on Form 10-K. All outstanding loans, letters of credit, and interest are due on the expiration date which is generally within 180 days of funding. The credit facility is secured by the proceeds received for services rendered in connection with liquidation service contracts pursuant to which any outstanding loan or letters of credit are issued and the assets that are sold at liquidation related to such contract. The interest rate for each revolving credit advance under the Credit Agreement is subject to certain terms and conditions, equal to the Secured Overnight Financing Rate (“SOFR”) plus a margin of 2.25% to 3.25% depending on the type of advance and the percentage such advance represents of the related transaction for which such advance is provided. The credit facility provides for success fees in the amount of 1.0% to 10.0% of the net profits, if any, earned on the liquidation engagements funded under the Credit Agreement as set forth therein. The credit facility also provides for funding fees in the amount of 0.05% to 0.20% of the aggregate principal amount of all credit advances and letters of credit issued in connection with a liquidation sale. Interest expense totaled $18 and $109 during the three months ended September 30, 2022 and 2021, respectively, and $165 and $325 during the nine months ended September 30, 2022 and 2021, respectively. There was no outstanding balance on this credit facility as of September 30, 2022 and December 31, 2021. As of September 30, 2022, there were no open letters of credit outstanding. The Company is in compliance with all financial covenants in the asset based credit facility as of September 30, 2022. Other Notes Payable As of September 30, 2022 and December 31, 2021, the outstanding balance for the other notes payable was $25,075 and $357, respectively. Interest expense was $298 and $4 during the three months ended September 30, 2022 and 2021, respectively, and $825 and $16 during the nine months ended September 30, 2022 and 2021, respectively. Notes payable consisted of additional deferred cash consideration owed to the sellers of FocalPoint as of September 30, 2022. Notes payable to a clearing organization for one of the Company’s broker dealers, which accrued interest at the prime rate plus 2.0%, matured on January 31, 2022 and was repaid during the nine months ended September 30, 2022. Pathlight Credit Agreement On September 23, 2022, the Company's subsidiary, B. Riley Receivables II, LLC, a Delaware limited liability company (the “Borrower”), entered into a credit agreement (the “Pathlight Credit Agreement”) by and among PLC Agent, LLC in the capacity as administrative agent and Pathlight Capital Fund I LP, Pathlight Capital Fund II LP, and Pathlight Capital Fund III LP as the lenders (collectively, “Pathlight”) for a five-year $148,200 term loan. The Pathlight Credit Agreement was entered in connection with the purchase of the 2022 Badcock Receivable discussed in Note 2. The term loan bears interest on the outstanding principal amount equal to the Term SOFR rate plus an applicable margin of 6.50%. As of September 30, 2022, the interest rate on the Pathlight Credit Agreement was 10.00%. The Pathlight Credit Agreement contains certain covenants, including those limiting the Borrower’s ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. The Pathlight Credit Agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an event of default occurs, the agent would be entitled to take various actions, including the acceleration of amounts due under the outstanding Pathlight Credit Agreement. Principal outstanding under the Pathlight Credit Agreement is repaid based on collections of the 2022 Badcock Receivable less other application of payments as defined in the Pathlight Credit Agreement and the remaining principal balance is due at final maturity on September 23, 2027. As of September 30, 2022, the outstanding balance on the term loan was $144,584 (net of unamortized debt issuance costs of $3,616). Interest expense on the term loan during the three and nine months ended September 30, 2022 was $418 (including amortization of deferred debt issuance costs of $89). Lingo Credit Agreement On August 16, 2022, the Company's subsidiary, Lingo, a Delaware limited liability company (the “Borrower”), entered into a credit agreement (the “Lingo Credit Agreement”) by and among the Borrower, the Company as the secured guarantor, and Banc of California, N.A. in its capacity as administrative agent and lender, for a five-year $45,000 term loan. On September 9, 2022, Lingo entered into the First Amendment to the Lingo Credit Agreement with Grasshopper Bank (the “New Lender”) for an incremental term loan of $7,500, increasing the principal balance of the term loan to $52,500. The term loan bears interest on the outstanding principal amount equal to the Term SOFR rate plus a margin of 3.00% to 3.75% per annum, depending on the consolidated total funded debt ratio as defined in the Lingo Credit Agreement, plus applicable spread adjustment. As of September 30, 2022, the interest rate on the Lingo Credit Agreement was 6.29%. The agreement contains certain covenants, including those limiting the Borrower’s ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. In addition, the agreement requires the Borrower to maintain certain financial ratios. The agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an event of default occurs, the agent would be entitled to take various actions, including the acceleration of amounts due under the outstanding agreement. Principal outstanding is due in quarterly installments starting on March 31, 2023. Quarterly installments from March 31, 2023 to December 31, 2023 are in the amount of $1,641 per quarter, from March 31, 2024 to December 31, 2024 are in the amount of $1,969 per quarter, from March 31, 2025 to June 30, 2027 are in the amount of $2,625, and the remaining principal balance is due at final maturity on August 16, 2027. As of September 30, 2022, the outstanding balance on the term loan was $51,595 (net of unamortized debt issuance costs of $905). Interest expense on the term loan during the three and nine months ended September 30, 2022 was $403 (including amortization of deferred debt issuance costs of $26). 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, 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, 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, the “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 contains certain representations and warranties (subject to certain agreed qualifications) that are customary for financings of this kind. The Credit Agreement contains 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 contains a financial covenant that requires the Company to maintain operating earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of at least $135,000 and the Primary Guarantor to maintain net asset value of at least $1,100,000. The Credit Agreement contains customary events of default, including with respect to a failure to make payments under the credit facilities, cross-default, certain bankruptcy and insolvency events and customary change of control events. 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 September 30, 2022 and December 31, 2021, the outstanding balances on the Term Loan Facility and Incremental Facility were $290,448 (net of unamortized debt issuance costs of $5,802) and $292,650 (net of unamortized debt issuance costs of $7,350), respectively. Interest on the term loan during the three months ended September 30, 2022 and 2021 was $5,720 (including amortization of deferred debt issuance costs of $523) and $2,720 (including amortization of deferred debt issuance costs of $350), respectively. Interest on the term loan during the nine months ended September 30, 2022 and 2021 was $14,557 (including amortization of deferred debt issuance costs of $1,548) and $2,956 (including amortization of deferred debt issuance costs of $380), respectively. The interest rate on the term loan as of September 30, 2022 and December 31, 2021 was 8.10% and 4.72%, respectively. The Company had an outstanding balance of $74,700 and $80,000 under the Revolving Credit Facility as of September 30, 2022 and December 31, 2021, respectively. Interest on the revolving facility during the three months ended September 30, 2022 and 2021 was $1,410 (including unused commitment fee of $6 and amortization of deferred financing costs of $146) and $790 (including unused commitment fee of $58 and amortization of deferred financing costs of $146), respectively. Interest on the revolving facility during the nine months ended September 30, 2022 and 2021 was $3,737 (including unused commitment fee of $6 and amortization of deferred financing costs of $434) and $820 (including unused commitment fee of $76 and amortization of deferred financing costs of $159). The interest rate on the revolving facility as of September 30, 2022 and December 31, 2021 was 7.64% and 4.67%, respectively. BRPAC Credit Agreement On December 19, 2018, BRPI Acquisition Co LLC (“BRPAC”), a Delaware limited liability company, UOL, and YMAX Corporation, Delaware corporations (collectively, the “Borrowers”), indirect wholly owned subsidiaries of the Company, in the capacity as borrowers, entered into a credit agreement (the “BRPAC Credit Agreement”) with the Banc of California, N.A. in the capacity as agent (the “Agent”) and lender and with the other lenders party thereto (the “Closing Date Lenders”). Certain of the Borrowers’ U.S. subsidiaries are guarantors of all obligations under the BRPAC Credit Agreement and are parties to the BRPAC Credit Agreement in such capacity (collectively, the “Secured Guarantors”; and together with the Borrowers, the “Credit Parties”). In addition, the Company and B. Riley Principal Investments, LLC, the parent corporation of BRPAC and a subsidiary of the Company, are guarantors of the obligations under the BRPAC Credit Agreement pursuant to standalone guaranty agreements pursuant to which the shares outstanding membership interests of BRPAC are pledged as collateral. The obligations under the BRPAC Credit Agreement are secured by first-priority liens on, and first priority security interest in, substantially all of the assets of the Credit Parties, including a pledge of (a) 100% of the equity interests of the Credit Parties, (b) 65% of the equity interests in United Online Software Development (India) Private Limited, a private 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. Through a series of amendments, including the most recent Fourth Amendment to the BRPAC Credit Agreement (the “Fourth Amendment”) on June 21, 2022, the Borrowers, the Secured Guarantors, the Agent and the Closing Date Lenders agreed to the following, among other things: (i) the Lenders agreed to make a new $75,000 term loan to the Borrowers, the proceeds of which the Borrowers’ used to repay the outstanding principal amount of the existing terms loans and optional loans and will use for other general corporate purposes, (ii) a new applicable margin level of 3.50% was established as set forth from the date of the Fourth Amendment, (iii) Marconi Wireless Holdings, LLC was added to the Borrowers, (iv) the maturity date of the term loan was set to June 30, 2027, and (v) the Borrowers were permitted to make certain distributions to the parent company of the Borrowers. The borrowings under the amended BRPAC Credit Agreement bear interest equal to the Term SOFR rate plus a margin of 2.75% to 3.50% per annum, depending on the Borrowers’ consolidated total funded debt ratio as defined in the BRPAC Credit Agreement. As of September 30, 2022 and December 31, 2021, the interest rate on the BRPAC Credit Agreement was 6.04% and 3.17%, respectively. Principal outstanding under the Amended BRPAC Credit Agreement is due in quarterly installments. Quarterly installments on December 31, 2022 are in the amount of $2,813, from March 31, 2023 to December 31, 2023 are in the amount of $4,688 per quarter, from March 31, 2024 to December 31, 2026 are in the amount of $3,750 per quarter, on March 31, 2027 is in the amount of $2,813, and the remaining principal balance is due at final maturity on June 30, 2027. |
SENIOR NOTES PAYABLE
SENIOR NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
SENIOR NOTES PAYABLE | SENIOR NOTES PAYABLE Senior notes payable, net, are comprised of the following: September 30, December 31, 6.750% Senior notes due May 31, 2024 $ 138,712 $ 111,170 6.500% Senior notes due September 30, 2026 180,532 178,787 6.375% Senior notes due February 28, 2025 146,432 144,521 6.000% Senior notes due January 31, 2028 266,058 259,347 5.500% Senior notes due March 31, 2026 217,440 214,243 5.250% Senior notes due August 31, 2028 405,483 397,302 5.000% Senior notes due December 31, 2026 324,714 322,679 1,679,371 1,628,049 Less: Unamortized debt issuance costs (18,180) (21,489) $ 1,661,191 $ 1,606,560 During the three months ended September 30, 2022 and 2021, the Company issued $15,448 and $97,715, respectively, of senior notes, and during the nine months ended September 30, 2022 and 2021, the Company issued $51,321 and $183,042, respectively, of senior notes with maturity dates ranging from May 2024 to August 2028 pursuant to At the Market Issuance Sales Agreements with B. Riley Securities, Inc. which governs the program of at-the-market sales of the Company’s senior notes. A series of prospectus supplements were filed by the Company with the SEC in respect of the Company’s offerings of these senior notes. As of September 30, 2022 and December 31, 2021, the total senior notes outstanding was $1,661,191 (net of unamortized debt issue costs of $18,180) and $1,606,560 (net of unamortized debt issue costs of $21,489) with a weighted average interest rate of 5.70% and 5.69%, respectively. Interest on senior notes is payable on a quarterly basis. Interest expense on senior notes totaled $25,149 and $21,458 for the three months ended September 30, 2022 and 2021, respectively, and totaled $74,221 and $60,010 for the nine months ended September 30, 2022 and 2021, respectively. Sales Agreement Prospectus to Issue Up to $250,000 of Senior Notes The most recent sales agreement prospectus was filed by the Company with the SEC on January 5, 2022 (the “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 September 30, 2022 and December 31, 2021, the Company had $60,590 and $111,911, respectively, remaining availability under the Sales Agreement Prospectus. |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consist of the following: September 30, December 31, Accrued payroll and related expenses $ 79,532 $ 107,904 Dividends payable 31,263 28,486 Income taxes payable 34,129 39,776 Other tax liabilities 25,699 20,106 Contingent consideration 29,578 — Accrued expenses 23,723 96,250 Other liabilities 54,965 51,228 Accrued expenses and other liabilities $ 278,889 $ 343,750 |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue from contracts with customers by reportable segment for the three and nine months ended September 30, 2022 and 2021 was as follows: Capital Wealth Auction and Financial Principal Brands Total Revenues for the three months ended September 30, 2022 Corporate finance, consulting and investment banking fees $ 41,302 $ — $ — $ 12,342 $ — $ — $ 53,644 Wealth and asset management fees 3,280 44,322 — — — — 47,602 Commissions, fees and reimbursed expenses 8,827 1,728 1,949 10,493 — — 22,997 Subscription services — — — — 70,152 — 70,152 Advertising, licensing and other (1) — — 2,550 — 7,744 5,023 15,317 Total revenues from contracts with customers 53,409 46,050 4,499 22,835 77,896 5,023 209,712 Interest income - Loans and securities lending 55,054 — 2,540 — — — 57,594 Trading gains on investments 15,171 1,027 — — — 16,198 Fair value adjustment on loans (4,044) — — — — — (4,044) Other 59,808 1,095 — — — — 60,903 Total revenues $ 179,398 $ 48,172 $ 7,039 $ 22,835 $ 77,896 $ 5,023 $ 340,363 (1) Includes sale of goods of $2,550 in Auction and Liquidation and $1,580 in Principal Investments - Communications and Other. Capital Wealth Auction and Financial Principal Brands Total Revenues for the three months ended September 30, 2021 Corporate finance, consulting and investment banking fees $ 116,044 $ — $ — $ 12,350 $ — $ — $ 128,394 Wealth and asset management fees 679 86,579 — — — — 87,258 Commissions, fees and reimbursed expenses 10,893 28,379 2,740 8,941 — — 50,953 Subscription services — — — — 16,303 — 16,303 Service contract revenues — — 5 — — — 5 Advertising, licensing and other (1) — — 34,327 — 2,997 6,372 43,696 Total revenues from contracts with customers 127,616 114,958 37,072 21,291 19,300 6,372 326,609 Interest income - Loans and securities lending 26,869 — — — — — 26,869 Trading gains on investments 18,184 1,262 — — — — 19,446 Fair value adjustment on loans (1,249) — — — — — (1,249) Other 7,233 2,614 — — — 9,847 Total revenues $ 178,653 $ 118,834 $ 37,072 $ 21,291 $ 19,300 $ 6,372 $ 381,522 (1) Includes sale of goods of $34,327 in Auction and Liquidation and $631 in Principal Investments - Communications and Other. Capital Wealth Auction and Financial Principal Brands Total Revenues for the nine months ended September 30, 2022 Corporate finance, consulting and investment banking fees $ 118,448 $ — $ — $ 44,958 $ — $ — $ 163,406 Wealth and asset management fees 8,199 161,835 — — — — 170,034 Commissions, fees and reimbursed expenses 32,208 17,889 7,792 28,123 — — 86,012 Subscription services — — — — 135,774 — 135,774 Advertising, licensing and other (1) — — 2,550 — 17,319 14,754 34,623 Total revenues from contracts with customers 158,855 179,724 10,342 73,081 153,093 14,754 589,849 Interest income - Loans and securities lending 178,879 — 3,976 — — — 182,855 Trading (losses) gains on investments (279,172) 3,077 — — — — (276,095) Fair value adjustment on loans (4,068) — — — — — (4,068) Other 90,872 5,239 — — — — 96,111 Total revenues $ 145,366 $ 188,040 $ 14,318 $ 73,081 $ 153,093 $ 14,754 $ 588,652 (1) Includes sale of goods of $2,550 in Auction and Liquidation and $5,345 in Principal Investments - Communications and Other. Capital Wealth Auction and Financial Principal Brands Total Revenues for the nine months ended September 30, 2021 Corporate finance, consulting and investment banking fees $ 370,337 $ — $ — $ 40,290 $ — $ — $ 410,627 Wealth and asset management fees 5,557 204,107 — — — — 209,664 Commissions, fees and reimbursed expenses 37,703 59,979 14,547 26,145 — — 138,374 Subscription services — — — — 50,802 — 50,802 Service contract revenues — — 1,090 — — — 1,090 Advertising, licensing and other (1) — — 52,162 — 8,673 15,261 76,096 Total revenues from contracts with customers 413,597 264,086 67,799 66,435 59,475 15,261 886,653 Interest income - Loans and securities lending 89,280 — — — — — 89,280 Trading (losses) gains on investments 302,539 6,483 — — — — 309,022 Fair value adjustment on loans 8,796 — — — — — 8,796 Other 18,228 6,472 — — — — 24,700 Total revenues $ 832,440 $ 277,041 $ 67,799 $ 66,435 $ 59,475 $ 15,261 $ 1,318,451 (1) Includes sale of goods of $52,162 in Auction and Liquidation and $2,081 in Principal Investments - Communications and Other. 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 $64,707 and $49,673 as of September 30, 2022 and December 31, 2021, respectively. The Company had no significant impairments related to these receivables during the three and nine months ended September 30, 2022 and 2021. The Company also had $12,483 and $12,315 of unbilled receivables included in prepaid expenses and other assets as of September 30, 2022 and December 31, 2021, respectively. The Company’s deferred revenue primarily relates to retainer and milestone fees received from corporate finance and investment banking advisory engagements, asset management agreements, financial consulting engagements, subscription services where the performance obligation has not yet been satisfied and license agreements with guaranteed minimum royalty payments and advertising/marketing fees with additional royalty revenue based on a percentage of defined sales. Deferred revenue as of September 30, 2022 and December 31, 2021 was $89,157 and $69,507, respectively. The Company expects to recognize the deferred revenue of $89,157 as of September 30, 2022 as service and fee revenues when the performance obligation is met during the years December 31, 2022 (remaining three months), 2023, 2024, 2025 and 2026 in the amount of $57,058, $13,519, $8,637, $4,496, and $2,105, respectively. The Company expects to recognize the deferred revenue of $3,342 after December 31, 2026. During the three months ended September 30, 2022 and 2021, the Company recognized revenue of $7,293 and $4,728 that was recorded as deferred revenue at the beginning of the respective year. During the nine months ended September 30, 2022 and 2021, the Company recognized revenue of $32,287 and $31,377 that was recorded as deferred revenue at the beginning of the respective year. 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 and Lingo contracts which are recognized ratably over the contract term and third party support costs for magicJack and related equipment purchased by customers which are recognized ratably over the service period. The capitalized costs to fulfill a contract were $5,483 and $1,605 as of September 30, 2022 and December 31, 2021, respectively, and are recorded in prepaid expenses and other assets in the condensed consolidated balance sheets. During the three months ended September 30, 2022 and 2021, the Company recognized expenses of $723 and $324 related to capitalized costs to fulfill a contract, respectively. During the nine months ended September 30, 2022 and 2021, the Company recognized expenses of $1,813 and $433 related to capitalized costs to fulfill a contract, respectively. There were no significant impairment charges recognized in relation to these capitalized costs during the three and nine months ended September 30, 2022 and 2021. 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 obligations with an original expected duration exceeding one year was not material as of September 30, 2022. Corporate finance and investment banking fees and retail liquidation engagement fees that are contingent upon completion of a specific milestone and fees associated with certain distribution services are also excluded as the fees are considered variable and not included in the transaction price as of September 30, 2022. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s effective income tax rate was a benefit of 30.0% and a provision of 26.8% for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, 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 the 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 September 30, 2022, the Company believes that the existing net operating loss carryforwards will be utilized in future tax periods before the loss carryforwards expire and it is more-likely-than-not that future taxable earnings will be sufficient to realize its deferred tax assets and has not provided a valuation allowance. The Company does not believe that it is more likely than not that the Company 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. 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. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share is calculated by dividing net income (loss) 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(p)). According to ASC 480 - Distinguishing Liabilities from Equity , there is no impact on earnings per share in the computation of basic and diluted earnings per share to common shareholders for changes in the carrying value of the redeemable noncontrolling interests in equity, when such changes in carrying value which in substance approximates fair value. Securities that could potentially dilute basic net income per share in the future that were not included in the computation of diluted net income per share were 1,721,132 and 1,069,184 for the three months ended September 30, 2022 and 2021, respectively, and 1,609,425 and 911,302 for the nine months ended September 30, 2022 and 2021, respectively, because to do so would have been anti-dilutive. Basic and diluted earnings per share were calculated as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net income (loss) attributable to B. Riley Financial, Inc. $ 47,837 $ 50,550 $ (102,384) $ 380,882 Preferred stock dividends (2,002) (1,929) (6,006) (5,467) Net income (loss) applicable to common shareholders $ 45,835 $ 48,621 $ (108,390) $ 375,415 Weighted average common shares outstanding: Basic 28,293,064 27,570,716 28,068,160 27,297,917 Effect of dilutive potential common shares: Restricted stock units and warrants 1,675,353 1,223,350 — 1,428,575 Diluted 29,968,417 28,794,066 28,068,160 28,726,492 Basic income (loss) per common share $ 1.62 $ 1.76 $ (3.86) $ 13.75 Diluted income (loss) per common share $ 1.53 $ 1.69 $ (3.86) $ 13.07 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 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 Guarantees On June 30, 2021, the Company agreed to guaranty (the “B. Riley Guaranty”) up to $110,000 of obligations that 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 €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 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 | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED PAYMENTS | SHARE-BASED PAYMENTS (a) Employee Stock Incentive Plans The 2021 Stock Incentive Plan (the “2021 Plan”) replaced the Amended and Restated 2009 Stock Incentive Plan on May 27, 2021. Share-based compensation expense for restricted stock units under the Company’s 2021 Plan was $14,378 and $9,243 for the three months ended September 30, 2022 and 2021, respectively, and $45,397 and $23,035 for the nine months ended September 30, 2022 and 2021, respectively. During the nine months ended September 30, 2022, in connection with employee stock incentive plans, the Company granted 559,168 restricted stock units with a grant date fair value of $31,859 and 65,000 performance based restricted stock units with a grant date fair value of $2,329. During the nine months ended September 30, 2021, in connection with employee stock incentive plans, the Company granted 423,660 restricted stock units with a grant date fair value of $29,439 and 1,100,000 performance based restricted stock units with a grant date fair value of $40,876. The restricted stock units generally vest over a period of one two (b) Employee Stock Purchase Plan In connection with the Company’s Employee Stock Purchase Plan ("Purchase Plan"), share based compensation was $120 and $132 during the three months ended September 30, 2022 and 2021, respectively, and $316 and $474 during the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and December 31, 2021, there were 398,442 and 450,717 shares reserved for issuance under the Purchase Plan, respectively. (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 nine months ended September 30, 2022 and 2021, the Company repurchased 571 shares of its common stock for $27 and 44,650 shares of its common stock for $2,656, respectively. The shares repurchased under the program are retired. On October 31, 2022, 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 2023. (d) Preferred Stock During the nine months ended September 30, 2022 and 2021, the Company issued 19,659 and 207,599 depository shares of the Series A Preferred Stock, respectively. There were 2,834,144 and 2,814,485 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively. Total liquidation preference for the Series A Preferred Stock as of September 30, 2022 and December 31, 2021, was $70,854 and $70,362, respectively. Dividends on the Series A preferred paid during the nine months ended September 30, 2022 and 2021, were $0.4296875 per depository share. During the nine months ended September 30, 2022 and 2021, the Company issued 3,941 and 307,148 depository shares of the Series B Preferred Stock. There were 1,701,075 and 1,697,134 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively. Total liquidation preference for the Series B Preferred Stock as of September 30, 2022 and December 31, 2021, was $42,527 and $42,428, respectively. Dividends on the Series B preferred paid during the nine months ended September 30, 2022 and 2021, were $0.4609375 per depository share. |
NET CAPITAL REQUIREMENTS
NET CAPITAL REQUIREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Broker-Dealer [Abstract] | |
NET CAPITAL REQUIREMENTS | NET CAPITAL REQUIREMENTSB. Riley Securities (“BRS”) and B. Riley Wealth Management (“BRWM”), the Company’s broker-dealer subsidiaries, are registered with the SEC as broker-dealers and members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Company’s broker-dealer subsidiaries are subject to SEC Uniform Net Capital Rule (Rule 15c3-1) which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. As such, they are subject to the minimum net capital requirements promulgated by the SEC. As of September 30, 2022, BRS had net capital of $153,244, which was $146,718 in excess of required minimum net capital of $6,526, and BRWM had net capital of $14,915, which was $12,415 in excess of required minimum net capital of $2,500. As of December 31, 2021, BRS had net capital of $277,611, which was $265,093 in excess of its required minimum net capital of $12,518, and BRWM had net capital of $13,833, which was $12,819 in excess of its required minimum net capital of $1,014. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 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 September 30, 2022, amounts due from related parties of $814 were from the Funds for management fees and other operating expenses. As of December 31, 2021, amounts due from related parties of $2,306 included $621 from the Funds for management fees and other operating expenses, and $1,635 due from CA Global Partners (“CA Global”) for operating expenses related to wholesale and industrial liquidation engagements managed by CA Global on behalf of GA Global Partners. No interest expense was recorded related to loan participations sold to BRC Partners Opportunity Fund, LP (“BRCPOF”), a private equity fund managed by one of the Company's subsidiaries, during the three and nine months ended September 30, 2022. During the three and nine months ended September 30, 2021, the Company recorded interest expense of $46 and $525 related to loan participations sold to BRCPOF, respectively. No commission income was recorded from introducing trades on behalf of BRCPOF during the three and nine months ended September 30, 2022, respectively. The Company recorded commission income of $131 and $553 from introducing trades on behalf of BRCPOF during the three and nine months ended September 30, 2021, respectively. Our executive officers and members of our board of directors have a 46.8% financial interest, which includes a financial interest of Bryant Riley, our Co-Chief Executive Officer, of 27.8% in BRCPOF as of September 30, 2022. 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 two of the funds, GACP I, L.P. and GACP II, L.P. During the three months ended September 30, 2022 and 2021, management fees paid for investment advisory services by Whitehawk was zero and $142, respectively, and during the nine months ended September 30, 2022 and 2021 management fees paid was $1,173 and $1,588, 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 During the three months ended September 30, 2022 and 2021, the Company earned $65 and $401, respectively, of underwriting and financial advisory and other fees from B&W in connection with B&W’s capital raising activities. During the nine months ended September 30, 2022 and 2021, the Company earned $129 and $12,749, respectively, of underwriting and financial advisory and other fees from B&W in connection with B&W’s capital raising activities. One of the Company’s wholly owned subsidiaries entered into a services agreement with B&W that provided for the President of the Company to serve as the Chief Executive Officer of B&W until November 30, 2020 (the “Executive Consulting Agreement”), unless terminated by either party with thirty days written notice. The agreement was extended through December 31, 2023. Under this agreement, fees for services provided are $750 per annum, paid monthly. In addition, subject to the achievement of certain performance objectives as determined by B&W’s compensation committee of the board, a bonus or bonuses may also be earned and payable to the Company. In March 2022, a $1,000 performance fee was approved in accordance with the Executive Consulting Agreement. The Company is also a party to indemnification agreements for the benefit of B&W, and the B. Riley Guaranty, each as disclosed above in Note 15 – Commitments and Contingencies. The Arena Group Holdings, Inc. (fka the Maven, Inc.) The Company has loans receivable due from The Arena Group Holdings, Inc. (fka the Maven, Inc.) ("Arena") included in loans receivable, at fair value with a fair value of $68,575 and $69,835 as of September 30, 2022 and December 31, 2021, respectively. Interest on these loans is payable at 10% per annum with maturity dates through December 2023. During the three and nine months ended September 30, 2022, the Company earned zero and $2,023, respectively, in underwriting and financial advisory and other fees from Arena in connection with Arena's capital raising activities. California Natural Resources Group, LLC On November 1, 2021, the Company extended a $34,393 bridge promissory note bearing interest at up to 10.0% per annum to California Natural Resources Group, LLC (“CalNRG”). On January 3, 2022, CalNRG repaid the promissory note using proceeds from a new credit facility with a third party bank (the “CalNRG Credit Facility”). The Company has guaranteed CalNRG’s obligations, up to $10,375, under the CalNRG Credit Facility. Faze Clan On March 9, 2022, the Company loaned $10,000 to Faze Clan, Inc. (“Faze”) pursuant to a bridge credit agreement (the “Bridge Agreement”). On April 25, 2022, the Company loaned an additional $10,000 pursuant to the Bridge Agreement. All principal and accrued interest pursuant to the Bridge Agreement was repaid upon closing of Faze’s business combination (the “Business Combination”) with BRPM 150, which following the Business Combination changed its name to Faze Holdings. As a result of the Business Combination, BRPM 150 is no longer a VIE of the Company. On July 19, 2022, in connection with the Business Combination, the Company purchased 5,342,500 shares of Faze Holdings Class A common stock for $10.00 per share. During the three months ended September 30, 2022, the Company earned $41,885 of incentive fees for the de-consolidation of BRPM 150 and $9,632 of underwriting and financial advisory fees from Faze and BRPM 150 in connection with the Business Combination and capital raising activities. Targus On October 18, 2022, a subsidiary of the Company acquired all of the issued and outstanding shares of Targus Cayman Holdco Limited (“Targus”) in a transaction with an enterprise value of approximately $250,000, pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) with Targus, the sellers identified therein, and the other parties thereto. The purchase price consisted of a combination of cash, 6.75% senior notes due 2024, shares of common stock of the Company, and seller financing (the “Targus Transaction”). Mikel Williams, the chief executive officer of Targus and formerly a member of the Company’s board of directors, resigned from the Company’s board upon the closing of the Targus Transaction. Mr. Williams continues to serve as the chief executive officer of Targus. Other As of September 30, 2022 and December 31, 2021, the Company had loans receivable due from other related parties in the amount of zero and $4,201, respectively. 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. Other than the fees described above, during the three months ended September 30, 2022 and 2021, the Company earned $35 and $20,868, respectively, of fees related to these services and during the nine months ended September 30, 2022 and 2021, the Company earned $4,071 and $25,059, respectively, of fees related to these services. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | 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 and Other segment, and Brands segment. These reportable segments are all distinct businesses, each with a different marketing strategy and management structure. In 2022, the segment results in the Capital Markets segment include the operations of FocalPoint and the segment results in the Principal Investments – Communications and Other segment include the operations from Lingo and BullsEye (as previously discussed in Note 1) in each case from the date of acquisition. The following is a summary of certain financial data for each of the Company’s reportable segments: Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Capital Markets segment: Revenues - Services and fees $ 113,217 $ 134,849 $ 249,727 $ 431,825 Trading income (loss) and fair value adjustments on loans 11,127 16,935 (283,240) 311,335 Interest income - Loans and securities lending 55,054 26,869 178,879 89,280 Total revenues 179,398 178,653 145,366 832,440 Selling, general and administrative expenses (35,673) (80,152) (115,655) (231,765) Interest expense - Securities lending and loan participations sold (17,447) (10,097) (43,757) (40,269) Depreciation and amortization (2,174) (514) (6,271) (1,526) Segment income (loss) 124,104 87,890 (20,317) 558,880 Wealth Management segment: Revenues - Services and fees 47,145 117,572 184,963 270,558 Trading income and fair value adjustments on loans 1,027 1,262 3,077 6,483 Total revenues 48,172 118,834 188,040 277,041 Selling, general and administrative expenses (52,302) (110,157) (206,438) (260,331) Restructuring charge (4,106) — (4,106) — Depreciation and amortization (1,261) (2,093) (4,402) (6,832) Segment (loss) income (9,497) 6,584 (26,906) 9,878 Auction and Liquidation segment: Revenues - Services and fees 1,949 2,745 7,792 15,637 Revenues - Sale of goods 2,550 34,327 2,550 52,162 Interest income - Loans and securities lending 2,540 — 3,976 — Total revenues 7,039 37,072 14,318 67,799 Direct cost of services (2,999) (13,622) (6,630) (27,742) Cost of goods sold (1,235) (11,999) (1,235) (19,578) Selling, general and administrative expenses (2,228) (5,153) (6,225) (9,719) Segment income 577 6,298 228 10,760 Financial Consulting segment: Revenues - Services and fees 22,835 21,291 73,081 66,435 Selling, general and administrative expenses (20,056) (18,436) (60,947) (55,896) Depreciation and amortization (75) (86) (234) (273) Segment income 2,704 2,769 11,900 10,266 Principal Investments - Communications and Other segment: Revenues - Services and fees 76,316 18,669 147,748 57,394 Revenues - Sale of goods 1,580 631 5,345 2,081 Total revenues 77,896 19,300 153,093 59,475 Direct cost of services (41,524) (4,397) (67,329) (13,693) Cost of goods sold (1,854) (443) (6,099) (1,816) Selling, general and administrative expenses (22,267) (5,458) (44,103) (15,096) Restructuring charge (3,910) — (3,910) — Depreciation and amortization (6,435) (2,496) (13,255) (7,558) Segment income 1,906 6,506 18,397 21,312 Brands segment: Revenues - Services and fees 5,023 6,372 14,754 15,261 Selling, general and administrative expenses (845) (972) (2,419) (2,338) Depreciation and amortization (579) (714) (1,745) (2,143) Segment income 3,599 4,686 10,590 10,780 Consolidated operating income (loss) from reportable segments 123,393 114,733 (6,108) 621,876 Corporate and other expenses (19,832) (17,987) (44,368) (42,007) Interest income 686 70 1,253 175 Change in fair value of financial instruments and other (574) 1,758 9,728 8,267 (Loss) income from equity investments (91) 1,149 3,285 1,172 Interest expense (34,587) (25,372) (96,787) (66,014) Income (loss) before income taxes 68,995 74,351 (132,997) 523,469 (Provision for) benefit from income taxes (16,350) (22,693) 39,858 (140,113) Net income (loss) 52,645 51,658 (93,139) 383,356 Net income attributable to noncontrolling interests and redeemable noncontrolling interests 4,808 1,108 9,245 2,474 Net income (loss) attributable to B. Riley Financial, Inc. 47,837 50,550 (102,384) 380,882 Preferred stock dividends 2,002 1,929 6,006 5,467 Net income (loss) available to common shareholders $ 45,835 $ 48,621 $ (108,390) $ 375,415 The following table presents revenues by geographical area: Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Revenues: Revenues - Services and fees: North America $ 261,600 $ 300,340 $ 667,969 $ 854,429 Europe 4,885 1,157 10,096 2,680 Total Revenues - Services and fees 266,485 301,497 $ 678,065 $ 857,109 Trading income (losses) and fair value adjustments on loans North America 12,154 18,197 $ (280,163) $ 317,818 Revenues - Sale of goods North America 4,130 631 $ 7,895 $ 8,169 Europe — 34,328 — 46,075 Total Revenues - Sale of goods 4,130 34,959 $ 7,895 $ 54,244 Revenues - Interest income - Loans and securities lending: North America 57,594 26,869 $ 182,855 $ 89,280 Total Revenues: North America 335,478 346,037 $ 578,556 $ 1,269,696 Europe 4,885 35,485 10,096 48,755 Total Revenues $ 340,363 $ 381,522 $ 588,652 $ 1,318,451 As of September 30, 2022 and December 31, 2021, long-lived assets, which consist of property and equipment and other assets, of $16,174 and $12,870, 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | ( a) Principles of Consolidation and Basis of Presentation The condensed consolidated financial statements include the accounts of B. Riley Financial, Inc. and its wholly-owned and majority-owned subsidiaries. The condensed 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 Applicable 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. The condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to interim financial reporting guidelines and the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the periods presented have been included. These condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the operating results to be expected for the full fiscal year or any future periods. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenue and expense during the reporting period. Estimates are used when accounting for certain items such as valuation of securities, allowance for doubtful accounts, the fair value of loans receivables, intangible assets and goodwill, share based arrangements, contingent consideration, accounting for income tax valuation allowances, recovery of contract assets, and sales returns and allowances. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ. |
Interest Expense — Securities Lending Activities | Interest Expense — Securities Lending Activities Interest expense from securities lending activities is included in operating expenses related to operations in the Capital Markets segment. Interest expense from securities lending activities is incurred from equity and fixed income securities that are loaned to the Company and totaled $17,447 and $9,945 during the three months ended September 30, 2022 and 2021, respectively, and $43,757 and $39,391 during the nine months ended September 30, 2022 and 2021, respectively. Interest expense from loan participations sold totaled $152 and $878 during the three and nine months ended September 30, 2021, respectively. |
Concentration of Risk | Concentration of Risk Revenues in the Capital Markets, Financial Consulting, Wealth Management, Brands and Principal Investments — Communications and Other segments are currently primarily generated in the United States. Revenues in the Auction and Liquidation segment are primarily generated in the United States, Canada, and Europe. The Company maintains cash in various federally insured banking institutions. The account balances at each institution periodically exceed the Federal Deposit Insurance Corporation’s (“FDIC”) insurance coverage, and as a result, there is a concentration of credit risk related to amounts in excess of FDIC insurance coverage. The Company has not experienced any losses in such accounts. The Company also has substantial cash balances from proceeds received from auctions and liquidation engagements that are distributed to parties in accordance with the collaborative arrangements. |
Advertising Expenses | Advertising Expenses The Company expenses advertising costs, which consist primarily of costs for printed materials, as incurred. Advertising costs totaled $1,584 and $808 during the three months ended September 30, 2022 and 2021, respectively, and $5,941 and $1,964 during the nine months ended September 30, 2022 and 2021, respectively. Advertising expense was included as a component of selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. |
Share-Based Compensation | Share-Based CompensationThe 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 condensed consolidated statements of operations over the requisite service or performance period the award is expected to vest. In June 2018, the Company adopted the 2018 Employee Stock Purchase Plan (“Purchase Plan”) which allows eligible employees to purchase common stock through payroll deductions at a price that is 85% of the market value of the common stock on the last day of the offering period. In accordance with the provisions of ASC 718 - Compensation — Stock Compensation |
Income Taxes | Income TaxesThe Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the condensed 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 for 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 | Cash and Cash EquivalentsThe Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. |
Restricted Cash | Restricted Cash As of September 30, 2022 and December 31, 2021, restricted cash included $1,578 and $927 of cash collateral for leases, respectively. Cash, cash equivalents and restricted cash consist of the following: September 30, December 31, Cash and cash equivalents $ 231,805 $ 278,933 Restricted cash 1,578 927 Total cash, cash equivalents and restricted cash $ 233,383 $ 279,860 |
Securities Borrowed and Securities Loaned | Securities Borrowed and Securities Loaned Securities borrowed and securities loaned are recorded based upon the amount of cash advanced or received. Securities borrowed transactions facilitate the settlement process and require the Company to deposit cash or other collateral with the lender. With respect to securities loaned, the Company receives collateral in the form of cash. The amount of collateral required to be deposited for securities borrowed, or received for securities loaned, is an amount generally in excess of the market value of the applicable securities borrowed or loaned. The Company monitors the market value of the securities borrowed and loaned on a daily basis, with additional collateral obtained, or excess collateral recalled, when deemed appropriate. The Company accounts for securities lending transactions in accordance with ASC 210 - Balance Sheet , which requires companies to report disclosures of offsetting assets and liabilities. The Company does not net securities borrowed and securities loaned and these items are presented on a gross basis in the condensed consolidated balance sheets. |
Property and Equipment | 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 $1,327 and $986 during the three months ended September 30, 2022 and 2021, respectively, and $3,380 and $2,890 during the nine months ended September 30, 2022 and 2021, respectively. |
Loans Receivable | Loans Receivable Under ASC 326 - Financial Instruments – Credit Losses , the Company elected the fair value option for all outstanding loans receivable. Under the fair value option, loans receivables are measured at each reporting period based upon their exit value in an orderly transaction and unrealized gains or losses from changes in fair value are recorded in the consolidated statements of operations. Loans receivable, at fair value totaled $814,715 and $873,186 as of September 30, 2022 and December 31, 2021, respectively. The loans have various maturities through March 2027 . As of September 30, 2022 and December 31, 2021, the historical cost of loans receivable accounted for under the fair value option was $846,933 and $877,527, respectively, which included principal balances of $851,689 and $886,831 respectively, and unamortized costs, origination fees, premiums and discounts, totaling $4,756 and $9,304, respectively. During the three months ended September 30, 2022 and 2021, the Company recorded net unrealized loss of $19,158 and $1,317, respectively, and during the nine months ended September 30, 2022 and 2021, the Company recorded a net unrealized loss of $19,287 and net unrealized gain of $8,729, respectively, on the loans receivable at fair value, which was included in trading income (losses) and fair value adjustments on loans on the condensed consolidated statements of operations. The Company may periodically provide limited guarantees to third parties for loans that are made to investment banking and lending clients. As of September 30, 2022, the Company has outstanding limited guarantee arrangements with respect to Babcock & Wilcox Enterprises, Inc. (“B&W”) as further described in Note 15. 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 September 30, 2022, the Company has not recorded any provision for credit losses on the B&W guarantees since the Company believes that there is sufficient collateral to protect the Company from any credit loss exposure. Interest income on loans receivable is recognized based on the stated interest rate of the loan on the unpaid principal balance plus the amortization of any costs, origination fees, premiums and discounts and is included in interest income - loans and securities lending on the condensed consolidated statements of operations. Loan origination fees and certain direct origination costs are deferred and recognized as adjustments to interest income over the lives of the related loans. Unearned income, discounts and premiums are amortized to interest income using a level yield methodology. Badcock Loans Receivable On September 23, 2022, the Company's subsidiary, B Riley Receivables II, LLC, a Delaware limited liability company, entered into a Master Receivables Purchase Agreement (“Receivables Purchase Agreement II”) with W.S. Badcock Corporation, a Florida corporation (“WSBC”), an indirect wholly owned subsidiary of Franchise Group, Inc., a Delaware corporation (“FRG”). This purchase of $168,363 consumer credit receivables of WSBC (“2022 Badcock Receivable”) was partially financed by a $148,200 term loan discussed in Note 9. As of September 30, 2022, the principal outstanding for the 2022 Badcock Receivable was $168,363 and included in loans receivable, at fair value on the condensed consolidated balance sheets. On December 20, 2021, the Company entered into a Master Receivables Purchase Agreement (“Receivables Purchase Agreement”) with WSBC. The Company paid $400,000 in cash to WSBC for the purchase of certain consumer credit receivables of WSBC (“2021 Badcock Receivable”), which was 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. As of September 30, 2022 and December 31, 2021, the principal outstanding for the 2021 Badcock Receivable was $212,551 and $400,000, respectively, and included in loans receivable, at fair value on the condensed consolidated balance sheets. |
Securities and Other Investments Owned and Securities Sold Not Yet Purchased | Securities and Other Investments Owned and Securities Sold Not Yet PurchasedSecurities and other investments owned consist of marketable securities and investments in partnership interests and other securities recorded at fair value. Securities sold, but not yet purchased represents 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 September 30, 2022 and December 31, 2021, the Company’s securities and other investments owned and securities sold not yet purchased at fair value consisted of the following securities: September 30, December 31, Securities and other investments owned: Equity securities $ 1,140,728 $ 1,444,474 Corporate bonds 6,761 7,632 Other fixed income securities 8,649 2,606 Partnership interests and other 82,475 77,383 $ 1,238,613 $ 1,532,095 Securities sold not yet purchased: Equity securities $ 10,801 $ 20,302 Corporate bonds 6,264 6,327 Other fixed income securities 686 1,994 $ 17,751 $ 28,623 |
Fair Value Measurements | 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”) in accordance with ASC 820 - Fair Value Measurements. As of September 30, 2022 and December 31, 2021, partnership and investment fund interests valued at NAV of $82,475 and $77,383, respectively, are included in securities and other investments owned in the accompanying condensed consolidated balance sheets. Securities and other investments owned also include investments in nonpublic entities that do not have a readily determinable fair value and do not report NAV per share. These investments are accounted for using a measurement alternative under which they are measured at cost and adjusted for observable price changes and impairments. Observable price changes result from, among other things, equity transactions for the same issuer executed during the reporting period, including subsequent equity offerings or other reported equity transactions related to the same issuer. For these transactions to be considered observable price changes of the same issuer, we evaluate whether these transactions have similar rights and obligations, including voting rights, distribution preferences, conversion rights, and other factors, to the investments we hold. 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 September 30, 2022 and December 31, 2021, investments in nonpublic entities valued using a measurement alternative of $84,280 and $59,745, respectively, are included in securities and other investments owned in the accompanying condensed consolidated balance sheets. Funds held in trust represents U.S. treasury bills that were purchased with funds raised through the initial public offering of B. Riley Principal 250 Merger Corporation (“BRPM 250”), a consolidated special purpose acquisition corporation (“SPAC”). The funds raised are held in a trust account that is restricted for use and may only be used for purposes of completing an initial business combination or redemption of the class A public common shares of the SPAC as set forth in the trust agreement. The funds held in trust are included within Level 1 of the fair value hierarchy and included in prepaid expenses and other assets in the accompanying condensed consolidated balance sheets. The Company has warrant liabilities related to warrants of the SPAC that are held by investors in BRPM 250. The warrants are accounted for as liabilities in accordance with ASC 815 - Derivatives and Hedging and are measured at fair value at inception and on a recurring basis using quoted prices in over-the-counter markets. Warrant liabilities are included in accrued expenses and other liabilities in the accompanying condensed consolidated balance sheets in the amount of $633 for BRPM 250 and $12,938 for B. Riley Principal 150 Merger Corporation (“BRPM 150”) and BRPM 250 as of September 30, 2022 and December 31, 2021, respectively. Changes in fair value of warrants are included within change in fair value of financial instruments and other as part of other income (expense) in the condensed consolidated statements of operations. The fair value of mandatorily redeemable noncontrolling interests is determined based on the issuance of similar interests for cash, references to industry comparables, and relied, in part, on information obtained from appraisal reports and internal valuation models. The following tables present information on the financial assets and liabilities measured and recorded at fair value on a recurring basis as of September 30, 2022 and December 31, 2021. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis as of September 30, 2022 Using Fair value as of September 30, 2022 Quoted prices in active markets Other observable inputs Significant unobservable inputs Assets: Funds held in trust account $ 173,216 $ 173,216 $ — $ — Securities and other investments owned: Equity securities 1,056,448 717,092 — 339,356 Corporate bonds 6,761 — 6,761 — Other fixed income securities 8,649 — 8,649 — Total securities and other investments owned 1,071,858 717,092 15,410 339,356 Loans receivable, at fair value 814,715 — — 814,715 Total assets measured at fair value $ 2,059,789 $ 890,308 $ 15,410 $ 1,154,071 Liabilities: Securities sold not yet purchased: Equity securities $ 10,801 $ 10,801 $ — $ — Corporate bonds 6,264 — 6,264 — Other fixed income securities 686 — 686 — Total securities sold not yet purchased 17,751 10,801 6,950 — Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,322 — — 4,322 Warrant liabilities 633 633 — — Contingent consideration 29,578 — — 29,578 Total liabilities measured at fair value $ 52,284 $ 11,434 $ 6,950 $ 33,900 Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2021 Using Fair value at December 31, 2021 Quoted prices in active markets Other observable inputs Significant unobservable inputs Assets: Funds held in trust account $ 345,024 $ 345,024 $ — $ — Securities and other investments owned: Equity securities 1,384,729 1,007,180 — 377,549 Corporate bonds 7,632 — 7,632 — Other fixed income securities 2,606 — 2,606 — Total securities and other investments owned 1,394,967 1,007,180 10,238 377,549 Loans receivable, at fair value 873,186 — — 873,186 Total assets measured at fair value $ 2,613,177 $ 1,352,204 $ 10,238 $ 1,250,735 Liabilities: Securities sold not yet purchased: Equity securities $ 20,302 $ 20,302 $ — $ — Corporate bonds 6,327 — 6,327 — Other fixed income securities 1,994 — 1,994 — Total securities sold not yet purchased 28,623 20,302 8,321 — Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,506 — — 4,506 Warrant liabilities 12,938 12,938 — — Total liabilities measured at fair value $ 46,067 $ 33,240 $ 8,321 $ 4,506 As of September 30, 2022 and December 31, 2021, financial assets measured and reported at fair value on a recurring basis and classified within Level 3 were $1,154,071 and $1,250,735, respectively, or 20.0% and 21.4%, respectively, of the Company’s total assets. In determining the fair value for these Level 3 financial assets, the Company analyzes various financial, performance and market factors to estimate the value, including where applicable, over-the-counter market trading activity. 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 September 30, 2022: Fair value at September 30, 2022 Valuation Unobservable Range Weighted Assets: Equity securities $ 267,745 Market approach Multiple of EBITDA 1.80x - 13.00x 6.49x Multiple of Sales 1.00x 1.00x Market price of related security $10.03 - $16.81 $13.72 65,044 Discounted cash flow Market interest rate 17.8% 17.8% 6,567 Option pricing model Annualized volatility 30.0% - 200.0% 57.4% Loans receivable at fair value 814,715 Discounted cash flow/Market approach Market interest rate/Market price of related security 6.0% - 33.5% 21.9% Total level 3 assets measured at fair value $ 1,154,071 Liabilities: Mandatorily redeemable noncontrolling interests issued after November 5, 2003 $ 4,322 Market approach Operating income multiple 6.0x 6.0x Contingent consideration 29,578 Discounted cash flow EBITDA volatility 65.0% 65.0% Market interest rate 8.5% 8.5% Total level 3 liabilities measured at fair value $ 33,900 The changes in Level 3 fair value hierarchy during the nine months ended September 30, 2022 and 2021 were as follows: Level 3 Level 3 Changes During the Period Level 3 Fair Relating to Purchases, Transfer in Nine Months Ended September 30, 2022 Equity securities $ 377,549 $ (18,594) $ — $ 18,457 $ (38,056) $ 339,356 Loans receivable at fair value 873,186 (19,205) 9,554 (7,983) (40,837) 814,715 Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,506 — 824 (1,008) — 4,322 Contingent consideration — (3,880) — 33,458 — 29,578 Nine Months Ended September 30, 2021 Equity securities $ 149,292 $ 52,102 $ — $ 125,794 $ 5,777 $ 332,965 Loans receivable at fair value 390,689 9,059 9,003 (57,989) — 350,762 Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,700 — (504) — — 4,196 Warrant liabilities — — — 10,466 (10,466) — The amount reported in the table above during the nine months ended September 30, 2022 and 2021 included the amount of undistributed earnings attributable to the noncontrolling interests that is distributed on a quarterly basis. The carrying amounts reported in the condensed consolidated financial statements for cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value based on the short-term maturity of these instruments. As of September 30, 2022 and December 31, 2021, the senior notes payable had a carrying amount of $1,661,191 and $1,606,560, respectively, and fair value of $1,539,876 and $1,661,189, respectively. The carrying amount of the term loans approximates fair value because the effective yield of such instruments are 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 condensed consolidated statements of operations. These investments are evaluated on a nonrecurring basis based on the observable price changes in orderly transactions for the identical or similar investment of the same issuer. Further adjustments are not made until another observable transaction occurs. Therefore, the determination of fair values of these investments in nonpublic entities that do not report NAV does not involve significant estimates and assumptions or subjective and complex judgments. Investments in nonpublic entities that do not report NAV are subject to a qualitative assessment for indicators of impairment. If indicators of impairment are present, the Company is required to estimate the investment’s fair value and immediately recognize an impairment charge in an amount equal to the investment’s carrying value in excess of its estimated fair value. The following table presents information on the assets measured at fair value on a nonrecurring basis by level within the fair value hierarchy as of September 30, 2022. These investments were measured due to an observable price change or impairment during the nine months ended September 30, 2022. Fair Value Measurement Using Total Quoted prices in active markets Other observable inputs Significant unobservable inputs As of September 30, 2022 Investments in nonpublic entities that do not report NAV $ 16,387 $ — $ 15,737 $ 650 |
Derivative and Foreign Currency Translation | Derivative and Foreign Currency Translation The Company periodically uses derivative instruments, which primarily consist of the purchase of forward exchange contracts, for certain loans receivable and Auction and Liquidation engagements with operations outside the United States. As of September 30, 2022, there were no forward exchange contracts outstanding. As of December 31, 2021, €6,000 forward exchange contracts 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 zero and $248 during the three months ended September 30, 2022 and 2021, respectively, and $68 and $921 during the nine months ended September 30, 2022 and 2021, respectively. This amount was reported as a component of selling, general and administrative expenses in the condensed consolidated statements of operations. 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 loss in the accompanying condensed consolidated balance sheets. Transaction gain was $783 and $689 during the three months ended September 30, 2022 and 2021, respectively, and gain was $1,913 and $855 during the nine months ended September 30, 2022 and 2021, respectively. These amounts were included in selling, general and administrative expenses in the Company’s condensed consolidated statements of operations. As disclosed in Note 2(s) below, the Company consolidated a VIE, BRPM 250, which has outstanding warrants that were issued in its initial public offering. The warrants were recorded as a liability since the warrants contain a provision to be settled in cash in the event of a qualifying cash tender offer for BRPM 250, which is outside the control of the Company. The outstanding warrants are considered derivative instruments with the warrant liability measured at fair value at each reporting date until exercised or upon expiration, with changes in fair value reported in other income in the condensed consolidated statements of operations. As of September 30, 2022 and December 31, 2021, the warrant liability for BRPM 250 totaled $633 and BRPM 150 and BRPM 250 totaled $12,938, respectively, which was included in accrued expenses and other liabilities in the condensed consolidated balance sheet. |
Redeemable Noncontrolling Interests in Equity of Subsidiaries | Redeemable Noncontrolling Interests in Equity of Subsidiaries The Company records redeemable noncontrolling interests in equity of subsidiaries to reflect the economic interests of the class A ordinary shareholders in the BRPM 250 sponsored SPAC and the 20% noncontrolling interest of Lingo. These interests are presented as redeemable noncontrolling interests in equity of subsidiaries within the condensed consolidated balance sheet, outside of the permanent equity section. The class A ordinary shareholders of BRPM 250 have redemption rights that are considered to be outside of the Company’s control. Remeasurements to the redemption value of the redeemable noncontrolling interest in equity of subsidiaries are recorded within retained earnings. The operating agreement with Lingo has provisions which result in the noncontrolling interest being accounted for as temporary equity. Net income (losses) are reflected in net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests in the condensed consolidated statement of operations. Changes to redeemable noncontrolling interest consist of the following: Nine Months Ended September 30, 2022 Balance, January 1, 2022 $ 345,000 Net loss (1,078) De-consolidation of BRPM 150 (172,584) Contributions 8,021 Distributions (600) Balance, September 30, 2022 $ 178,759 |
Equity Investments | Equity Investments As of September 30, 2022 and December 31, 2021, equity investments of $42,560 and $39,190, respectively, were accounted for under the equity method of accounting and included in prepaid expenses and other assets in the accompanying condensed consolidated balance sheets. The Company’s share of earnings or losses from equity method investees was included in income from equity investments in the accompanying condensed consolidated statements of operations. bebe stores, inc. As of September 30, 2022 and December 31, 2021, the Company had a 40.1% ownership interest in bebe stores, inc. (“bebe”). In December 2021, the Company purchased an additional 71,970 shares of newly issued common stock of bebe for $612 and increased its ownership interest from 39.5% to 40.1%. The equity ownership in bebe was accounted for under the equity method of accounting and was included in prepaid expenses and other assets in the condensed consolidated balance sheets. As of September 30, 2022, the carrying value of the Company’s equity investment in bebe exceeded the fair value based on the quoted market prices. In consideration of these facts, the Company evaluated its investment for other than temporary impairment under ASC 323. The Company did not utilize bright-line tests in the evaluation. Based on the available facts and information regarding the operating results of bebe, the Company’s ability and intent to hold the investments until recovery, the relative amount of the declines, and the length of time that the fair values were less than the carrying values, the Company concluded that recognition of impairment losses in earnings was not required. However, the Company will continue to monitor the investment and it is possible that impairment losses will be recorded in earnings in future periods based on changes in facts and circumstances or intentions. |
Variable Interest Entities | Variable Interest EntitiesThe Company holds interests in various entities that meet the characteristics of a VIE but are not consolidated as the Company is not the primary beneficiary. Interests in these entities are generally in the form of equity interests, loans receivable, or fee arrangements. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion at each reporting date. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly by the Company or indirectly through related parties. The consolidation analysis can generally be performed qualitatively; however, if it is not readily apparent that the Company is not the primary beneficiary, a quantitative analysis may also be performed. The Company has entered into agreements to provide investment banking and advisory services to numerous investment funds (the “Funds”) that are considered VIEs under the accounting guidance. The Company earns fees from the Funds in the form of placement agent fees and carried interest. For placement agent fees, the Company receives a cash fee of generally 7% to 10% of the amount of raised capital for the Funds and the fee is recognized at the time the placement services occurred. The Company receives carried interest as a percentage allocation (8% to 15%) of the profits of the Funds as compensation for asset management services provided to the Funds and it is recognized under the ownership model of ASC 323 - Investments – Equity Method and Joint Ventures as an equity method investment with changes in allocation recorded currently in the results of operations. As the fee arrangements under such agreements are arm’s length and contain customary terms and conditions and represent compensation that is considered fair value for the services provided, the fee arrangements are not considered variable interests and accordingly, the Company does not consolidate such VIEs. |
Recent Accounting Standards | Recent Accounting Standards Not yet adopted In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations to enhance transparency about an entity’s use of supplier finance programs. Under the ASU, the buyer in a supplier finance program is required to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented. An entity should also consider whether the existence of a supplier finance program changes the appropriate presentation of the payables in the program from trade payables to borrowings. The amendments in this update are effective for the Company for fiscal periods beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the effect of this new standard, which is not expected to have a material impact on its financial position and results of operations. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820). This update clarifies that a contractual restriction on the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security's unit of account. Therefore, a contractual sale restriction should not be considered when measuring an equity security's fair value. The update also prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. Specific disclosures related to equity securities subject to contractual sale restrictions are required and include the fair value of such equity securities on the balance sheet, the nature and remaining duration of the corresponding restrictions, and any circumstances that could cause a lapse in the restrictions. The amendments in this update are effective for the Company for fiscal periods beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. Investment companies as defined by Topic 946 should apply the amendments in this update to an equity security with a contract containing a sale restriction that was executed or modified on or after the date of adoption. For an equity security with a contract containing a sale restriction that was executed before the date of adoption, investment companies should continue to account for the equity security under their historical accounting policy for measuring such securities until the contractual restrictions expire or are modified. The Company has not yet adopted this update and is currently evaluating the effect, if any, this new standard will have on its financial position and results of operations. Recently adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers to require acquiring entities to apply Topic 606 when recognizing and measuring contract assets and contract liabilities instead of only recognizing such items at fair value on the acquisition date. The update addressed diversity in practice related to the acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The Company early adopted the ASU on January 1, 2022. The impact of adopting the ASU was immaterial to the consolidated results of operations, cash flows, financial position, and disclosures. In March 2020, FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which provided optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate (“LIBOR”). The amendments applied only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) , which refined the scope of Topic 848 through optional expedients and exceptions when accounting for derivative contracts and certain |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of cash and cash equivalents | Cash, cash equivalents and restricted cash consist of the following: September 30, December 31, Cash and cash equivalents $ 231,805 $ 278,933 Restricted cash 1,578 927 Total cash, cash equivalents and restricted cash $ 233,383 $ 279,860 |
Restrictions on cash and cash equivalents | Cash, cash equivalents and restricted cash consist of the following: September 30, December 31, Cash and cash equivalents $ 231,805 $ 278,933 Restricted cash 1,578 927 Total cash, cash equivalents and restricted cash $ 233,383 $ 279,860 |
Schedule of securities and other investments owned and securities sold not yet purchased at fair value | As of September 30, 2022 and December 31, 2021, the Company’s securities and other investments owned and securities sold not yet purchased at fair value consisted of the following securities: September 30, December 31, Securities and other investments owned: Equity securities $ 1,140,728 $ 1,444,474 Corporate bonds 6,761 7,632 Other fixed income securities 8,649 2,606 Partnership interests and other 82,475 77,383 $ 1,238,613 $ 1,532,095 Securities sold not yet purchased: Equity securities $ 10,801 $ 20,302 Corporate bonds 6,264 6,327 Other fixed income securities 686 1,994 $ 17,751 $ 28,623 |
Schedule of financial assets and liabilities measured on recurring basis | The following tables present information on the financial assets and liabilities measured and recorded at fair value on a recurring basis as of September 30, 2022 and December 31, 2021. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis as of September 30, 2022 Using Fair value as of September 30, 2022 Quoted prices in active markets Other observable inputs Significant unobservable inputs Assets: Funds held in trust account $ 173,216 $ 173,216 $ — $ — Securities and other investments owned: Equity securities 1,056,448 717,092 — 339,356 Corporate bonds 6,761 — 6,761 — Other fixed income securities 8,649 — 8,649 — Total securities and other investments owned 1,071,858 717,092 15,410 339,356 Loans receivable, at fair value 814,715 — — 814,715 Total assets measured at fair value $ 2,059,789 $ 890,308 $ 15,410 $ 1,154,071 Liabilities: Securities sold not yet purchased: Equity securities $ 10,801 $ 10,801 $ — $ — Corporate bonds 6,264 — 6,264 — Other fixed income securities 686 — 686 — Total securities sold not yet purchased 17,751 10,801 6,950 — Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,322 — — 4,322 Warrant liabilities 633 633 — — Contingent consideration 29,578 — — 29,578 Total liabilities measured at fair value $ 52,284 $ 11,434 $ 6,950 $ 33,900 Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2021 Using Fair value at December 31, 2021 Quoted prices in active markets Other observable inputs Significant unobservable inputs 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 |
Schedule of fair value measurement inputs and valuation techniques | 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 September 30, 2022: Fair value at September 30, 2022 Valuation Unobservable Range Weighted Assets: Equity securities $ 267,745 Market approach Multiple of EBITDA 1.80x - 13.00x 6.49x Multiple of Sales 1.00x 1.00x Market price of related security $10.03 - $16.81 $13.72 65,044 Discounted cash flow Market interest rate 17.8% 17.8% 6,567 Option pricing model Annualized volatility 30.0% - 200.0% 57.4% Loans receivable at fair value 814,715 Discounted cash flow/Market approach Market interest rate/Market price of related security 6.0% - 33.5% 21.9% Total level 3 assets measured at fair value $ 1,154,071 Liabilities: Mandatorily redeemable noncontrolling interests issued after November 5, 2003 $ 4,322 Market approach Operating income multiple 6.0x 6.0x Contingent consideration 29,578 Discounted cash flow EBITDA volatility 65.0% 65.0% Market interest rate 8.5% 8.5% Total level 3 liabilities measured at fair value $ 33,900 |
Schedule of fair value measurement of level 3 financial assets and liabilities | The changes in Level 3 fair value hierarchy during the nine months ended September 30, 2022 and 2021 were as follows: Level 3 Level 3 Changes During the Period Level 3 Fair Relating to Purchases, Transfer in Nine Months Ended September 30, 2022 Equity securities $ 377,549 $ (18,594) $ — $ 18,457 $ (38,056) $ 339,356 Loans receivable at fair value 873,186 (19,205) 9,554 (7,983) (40,837) 814,715 Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,506 — 824 (1,008) — 4,322 Contingent consideration — (3,880) — 33,458 — 29,578 Nine Months Ended September 30, 2021 Equity securities $ 149,292 $ 52,102 $ — $ 125,794 $ 5,777 $ 332,965 Loans receivable at fair value 390,689 9,059 9,003 (57,989) — 350,762 Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,700 — (504) — — 4,196 Warrant liabilities — — — 10,466 (10,466) — |
Schedule of financial assets measured on nonrecurring basis | The following table presents information on the assets measured at fair value on a nonrecurring basis by level within the fair value hierarchy as of September 30, 2022. These investments were measured due to an observable price change or impairment during the nine months ended September 30, 2022. Fair Value Measurement Using Total Quoted prices in active markets Other observable inputs Significant unobservable inputs As of September 30, 2022 Investments in nonpublic entities that do not report NAV $ 16,387 $ — $ 15,737 $ 650 |
Redeemable Noncontrolling Interest | Changes to redeemable noncontrolling interest consist of the following: Nine Months Ended September 30, 2022 Balance, January 1, 2022 $ 345,000 Net loss (1,078) De-consolidation of BRPM 150 (172,584) Contributions 8,021 Distributions (600) Balance, September 30, 2022 $ 178,759 |
Schedule of investments in the VIE | The carrying value of the Company’s investments in the VIEs that were not consolidated is shown below. September 30, December 31, Securities and other investments owned, at fair value $ 35,291 $ 27,445 Loans receivable, at fair value 70,400 205,265 Other assets 3,129 4,956 Maximum exposure to loss $ 108,820 $ 237,666 |
RESTRUCTURING CHARGE (Tables)
RESTRUCTURING CHARGE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of changes in accrued restructuring charge | The following tables summarize the changes in accrued restructuring charge during the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Balance, beginning of period $ 574 $ 676 $ 624 $ 727 Restructuring charge 8,016 — 8,016 — Cash paid (1,448) (29) (1,503) (86) Non-cash items (4,620) 3 (4,615) 9 Balance, end of period $ 2,522 $ 650 $ 2,522 $ 650 |
Restructuring and Related Costs | The following tables summarize the restructuring activities by reportable segment during the three and nine months ended September 30, 2022. Wealth Management Principal Investments - Communications and Other Total Restructuring charge (recovery) for the three and nine months ended September 30, 2022 Employee termination $ 354 $ 906 $ 1,260 Impairment of intangibles 2,012 2,162 4,174 Facility closure and consolidation 1,741 841 2,582 Total restructuring charge $ 4,107 $ 3,909 $ 8,016 |
SECURITIES LENDING (Tables)
SECURITIES LENDING (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Securities Lending [Abstract] | |
Schedule of contractual gross and net securities borrowing and lending balances | The following table presents the contractual gross and net securities borrowing and lending balances and the related offsetting amount as of September 30, 2022 and December 31, 2021: Gross amounts recognized Gross amounts offset in the consolidated balance sheets (1) Net amounts included in the consolidated balance sheets Amounts not offset in the consolidated balance sheets but eligible for offsetting upon counterparty default (2) Net amounts As of September 30, 2022 Securities borrowed $ 2,243,306 $ — $ 2,243,306 $ 2,243,306 $ — Securities loaned $ 2,239,250 $ — $ 2,239,250 $ 2,239,250 $ — As of December 31, 2021 Securities borrowed $ 2,090,966 $ — $ 2,090,966 $ 2,090,966 $ — Securities loaned $ 2,088,685 $ — $ 2,088,685 $ 2,088,685 $ — _________________________ (1) Includes financial instruments subject to enforceable master netting provisions that are permitted to be offset to the extent an event of default has occurred. (2) Includes the amount of cash collateral held/posted. |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Schedule of components of accounts receivable, net | The components of accounts receivable, net, include the following: September 30, December 31, Accounts receivable $ 60,137 $ 39,045 Investment banking fees, commissions and other receivables 8,165 14,286 Total accounts receivable 68,302 53,331 Allowance for doubtful accounts (3,595) (3,658) Accounts receivable, net $ 64,707 $ 49,673 |
Schedule of allowance for doubtful accounts | Additions and changes to the allowance for doubtful accounts consist of the following: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Balance, beginning of period $ 2,773 $ 3,565 $ 3,658 $ 3,599 Add: Additions to reserve 1,510 493 2,786 1,248 Less: Write-offs (688) (266) (2,857) (1,087) Less: Recovery — — 8 32 Balance, end of period $ 3,595 $ 3,792 $ 3,595 $ 3,792 |
PREPAID EXPENSES AND OTHER AS_2
PREPAID EXPENSES AND OTHER ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaids and other assets | Prepaid expenses and other assets consist of the following: September 30, December 31, Funds held in trust account $ 173,216 $ 345,024 Equity investments 42,560 39,190 Prepaid expenses 21,322 14,965 Unbilled receivables 12,483 12,315 Other receivables 71,797 40,483 Other assets 34,497 11,525 Prepaid expenses and other assets $ 355,875 $ 463,502 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of carrying amount of goodwill | The changes in the carrying amount of goodwill during the nine months ended September 30, 2022, resulting primarily from the acquisitions of FocalPoint in the Capital Markets segment and Lingo and BullsEye in the Principal Investments – Communications and Other segment (as previously discussed in Note 1), were as follows: Capital Markets Segment Wealth Management Segment Auction and Liquidation Segment Financial Consulting Segment Principal Investments- Communications and Other Segment Total Balance as of December 31, 2021 $ 51,338 $ 51,195 $ 1,975 $ 23,680 $ 122,380 $ 250,568 Goodwill acquired during the period: Acquisition of other businesses 110,512 — — — 68,107 178,619 Balance as of September 30, 2022 $ 161,850 $ 51,195 $ 1,975 $ 23,680 $ 190,487 $ 429,187 |
Schedule of intangible assets | Intangible assets consisted of the following: As of September 30, 2022 As of December 31, 2021 Useful Life Gross Carrying Value Accumulated Amortization Intangibles Net Gross Carrying Value Accumulated Amortization Intangibles Net Amortizable assets: Customer relationships 1.9 to 16 Years $ 220,811 $ (80,900) $ 139,911 $ 130,801 $ (59,671) $ 71,130 Domain names 7 years 185 (162) 23 185 (143) 42 Advertising relationships 8 years 100 (78) 22 100 (69) 31 Internally developed software and other intangibles 0.5 to 5 Years 24,295 (11,016) 13,279 15,275 (8,820) 6,455 Trademarks 3 to 10 Years 20,683 (2,848) 17,835 6,369 (1,652) 4,717 Total 266,074 (95,004) 171,070 152,730 (70,355) 82,375 Non-amortizable assets: Tradenames 125,276 — 125,276 125,276 — 125,276 Total intangible assets $ 391,350 $ (95,004) $ 296,346 $ 278,006 $ (70,355) $ 207,651 |
SENIOR NOTES PAYABLE (Tables)
SENIOR NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of senior notes payable, net | Senior notes payable, net, are comprised of the following: September 30, December 31, 6.750% Senior notes due May 31, 2024 $ 138,712 $ 111,170 6.500% Senior notes due September 30, 2026 180,532 178,787 6.375% Senior notes due February 28, 2025 146,432 144,521 6.000% Senior notes due January 31, 2028 266,058 259,347 5.500% Senior notes due March 31, 2026 217,440 214,243 5.250% Senior notes due August 31, 2028 405,483 397,302 5.000% Senior notes due December 31, 2026 324,714 322,679 1,679,371 1,628,049 Less: Unamortized debt issuance costs (18,180) (21,489) $ 1,661,191 $ 1,606,560 |
ACCRUED EXPENSES AND OTHER LI_2
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other liabilities | Accrued expenses and other liabilities consist of the following: September 30, December 31, Accrued payroll and related expenses $ 79,532 $ 107,904 Dividends payable 31,263 28,486 Income taxes payable 34,129 39,776 Other tax liabilities 25,699 20,106 Contingent consideration 29,578 — Accrued expenses 23,723 96,250 Other liabilities 54,965 51,228 Accrued expenses and other liabilities $ 278,889 $ 343,750 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenues from contracts with customers | Revenue from contracts with customers by reportable segment for the three and nine months ended September 30, 2022 and 2021 was as follows: Capital Wealth Auction and Financial Principal Brands Total Revenues for the three months ended September 30, 2022 Corporate finance, consulting and investment banking fees $ 41,302 $ — $ — $ 12,342 $ — $ — $ 53,644 Wealth and asset management fees 3,280 44,322 — — — — 47,602 Commissions, fees and reimbursed expenses 8,827 1,728 1,949 10,493 — — 22,997 Subscription services — — — — 70,152 — 70,152 Advertising, licensing and other (1) — — 2,550 — 7,744 5,023 15,317 Total revenues from contracts with customers 53,409 46,050 4,499 22,835 77,896 5,023 209,712 Interest income - Loans and securities lending 55,054 — 2,540 — — — 57,594 Trading gains on investments 15,171 1,027 — — — 16,198 Fair value adjustment on loans (4,044) — — — — — (4,044) Other 59,808 1,095 — — — — 60,903 Total revenues $ 179,398 $ 48,172 $ 7,039 $ 22,835 $ 77,896 $ 5,023 $ 340,363 (1) Includes sale of goods of $2,550 in Auction and Liquidation and $1,580 in Principal Investments - Communications and Other. Capital Wealth Auction and Financial Principal Brands Total Revenues for the three months ended September 30, 2021 Corporate finance, consulting and investment banking fees $ 116,044 $ — $ — $ 12,350 $ — $ — $ 128,394 Wealth and asset management fees 679 86,579 — — — — 87,258 Commissions, fees and reimbursed expenses 10,893 28,379 2,740 8,941 — — 50,953 Subscription services — — — — 16,303 — 16,303 Service contract revenues — — 5 — — — 5 Advertising, licensing and other (1) — — 34,327 — 2,997 6,372 43,696 Total revenues from contracts with customers 127,616 114,958 37,072 21,291 19,300 6,372 326,609 Interest income - Loans and securities lending 26,869 — — — — — 26,869 Trading gains on investments 18,184 1,262 — — — — 19,446 Fair value adjustment on loans (1,249) — — — — — (1,249) Other 7,233 2,614 — — — 9,847 Total revenues $ 178,653 $ 118,834 $ 37,072 $ 21,291 $ 19,300 $ 6,372 $ 381,522 (1) Includes sale of goods of $34,327 in Auction and Liquidation and $631 in Principal Investments - Communications and Other. Capital Wealth Auction and Financial Principal Brands Total Revenues for the nine months ended September 30, 2022 Corporate finance, consulting and investment banking fees $ 118,448 $ — $ — $ 44,958 $ — $ — $ 163,406 Wealth and asset management fees 8,199 161,835 — — — — 170,034 Commissions, fees and reimbursed expenses 32,208 17,889 7,792 28,123 — — 86,012 Subscription services — — — — 135,774 — 135,774 Advertising, licensing and other (1) — — 2,550 — 17,319 14,754 34,623 Total revenues from contracts with customers 158,855 179,724 10,342 73,081 153,093 14,754 589,849 Interest income - Loans and securities lending 178,879 — 3,976 — — — 182,855 Trading (losses) gains on investments (279,172) 3,077 — — — — (276,095) Fair value adjustment on loans (4,068) — — — — — (4,068) Other 90,872 5,239 — — — — 96,111 Total revenues $ 145,366 $ 188,040 $ 14,318 $ 73,081 $ 153,093 $ 14,754 $ 588,652 (1) Includes sale of goods of $2,550 in Auction and Liquidation and $5,345 in Principal Investments - Communications and Other. Capital Wealth Auction and Financial Principal Brands Total Revenues for the nine months ended September 30, 2021 Corporate finance, consulting and investment banking fees $ 370,337 $ — $ — $ 40,290 $ — $ — $ 410,627 Wealth and asset management fees 5,557 204,107 — — — — 209,664 Commissions, fees and reimbursed expenses 37,703 59,979 14,547 26,145 — — 138,374 Subscription services — — — — 50,802 — 50,802 Service contract revenues — — 1,090 — — — 1,090 Advertising, licensing and other (1) — — 52,162 — 8,673 15,261 76,096 Total revenues from contracts with customers 413,597 264,086 67,799 66,435 59,475 15,261 886,653 Interest income - Loans and securities lending 89,280 — — — — — 89,280 Trading (losses) gains on investments 302,539 6,483 — — — — 309,022 Fair value adjustment on loans 8,796 — — — — — 8,796 Other 18,228 6,472 — — — — 24,700 Total revenues $ 832,440 $ 277,041 $ 67,799 $ 66,435 $ 59,475 $ 15,261 $ 1,318,451 (1) Includes sale of goods of $52,162 in Auction and Liquidation and $2,081 in Principal Investments - Communications and Other. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per share | Basic and diluted earnings per share were calculated as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net income (loss) attributable to B. Riley Financial, Inc. $ 47,837 $ 50,550 $ (102,384) $ 380,882 Preferred stock dividends (2,002) (1,929) (6,006) (5,467) Net income (loss) applicable to common shareholders $ 45,835 $ 48,621 $ (108,390) $ 375,415 Weighted average common shares outstanding: Basic 28,293,064 27,570,716 28,068,160 27,297,917 Effect of dilutive potential common shares: Restricted stock units and warrants 1,675,353 1,223,350 — 1,428,575 Diluted 29,968,417 28,794,066 28,068,160 28,726,492 Basic income (loss) per common share $ 1.62 $ 1.76 $ (3.86) $ 13.75 Diluted income (loss) per common share $ 1.53 $ 1.69 $ (3.86) $ 13.07 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information, by segment | The following is a summary of certain financial data for each of the Company’s reportable segments: Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Capital Markets segment: Revenues - Services and fees $ 113,217 $ 134,849 $ 249,727 $ 431,825 Trading income (loss) and fair value adjustments on loans 11,127 16,935 (283,240) 311,335 Interest income - Loans and securities lending 55,054 26,869 178,879 89,280 Total revenues 179,398 178,653 145,366 832,440 Selling, general and administrative expenses (35,673) (80,152) (115,655) (231,765) Interest expense - Securities lending and loan participations sold (17,447) (10,097) (43,757) (40,269) Depreciation and amortization (2,174) (514) (6,271) (1,526) Segment income (loss) 124,104 87,890 (20,317) 558,880 Wealth Management segment: Revenues - Services and fees 47,145 117,572 184,963 270,558 Trading income and fair value adjustments on loans 1,027 1,262 3,077 6,483 Total revenues 48,172 118,834 188,040 277,041 Selling, general and administrative expenses (52,302) (110,157) (206,438) (260,331) Restructuring charge (4,106) — (4,106) — Depreciation and amortization (1,261) (2,093) (4,402) (6,832) Segment (loss) income (9,497) 6,584 (26,906) 9,878 Auction and Liquidation segment: Revenues - Services and fees 1,949 2,745 7,792 15,637 Revenues - Sale of goods 2,550 34,327 2,550 52,162 Interest income - Loans and securities lending 2,540 — 3,976 — Total revenues 7,039 37,072 14,318 67,799 Direct cost of services (2,999) (13,622) (6,630) (27,742) Cost of goods sold (1,235) (11,999) (1,235) (19,578) Selling, general and administrative expenses (2,228) (5,153) (6,225) (9,719) Segment income 577 6,298 228 10,760 Financial Consulting segment: Revenues - Services and fees 22,835 21,291 73,081 66,435 Selling, general and administrative expenses (20,056) (18,436) (60,947) (55,896) Depreciation and amortization (75) (86) (234) (273) Segment income 2,704 2,769 11,900 10,266 Principal Investments - Communications and Other segment: Revenues - Services and fees 76,316 18,669 147,748 57,394 Revenues - Sale of goods 1,580 631 5,345 2,081 Total revenues 77,896 19,300 153,093 59,475 Direct cost of services (41,524) (4,397) (67,329) (13,693) Cost of goods sold (1,854) (443) (6,099) (1,816) Selling, general and administrative expenses (22,267) (5,458) (44,103) (15,096) Restructuring charge (3,910) — (3,910) — Depreciation and amortization (6,435) (2,496) (13,255) (7,558) Segment income 1,906 6,506 18,397 21,312 Brands segment: Revenues - Services and fees 5,023 6,372 14,754 15,261 Selling, general and administrative expenses (845) (972) (2,419) (2,338) Depreciation and amortization (579) (714) (1,745) (2,143) Segment income 3,599 4,686 10,590 10,780 Consolidated operating income (loss) from reportable segments 123,393 114,733 (6,108) 621,876 Corporate and other expenses (19,832) (17,987) (44,368) (42,007) Interest income 686 70 1,253 175 Change in fair value of financial instruments and other (574) 1,758 9,728 8,267 (Loss) income from equity investments (91) 1,149 3,285 1,172 Interest expense (34,587) (25,372) (96,787) (66,014) Income (loss) before income taxes 68,995 74,351 (132,997) 523,469 (Provision for) benefit from income taxes (16,350) (22,693) 39,858 (140,113) Net income (loss) 52,645 51,658 (93,139) 383,356 Net income attributable to noncontrolling interests and redeemable noncontrolling interests 4,808 1,108 9,245 2,474 Net income (loss) attributable to B. Riley Financial, Inc. 47,837 50,550 (102,384) 380,882 Preferred stock dividends 2,002 1,929 6,006 5,467 Net income (loss) available to common shareholders $ 45,835 $ 48,621 $ (108,390) $ 375,415 |
Schedule of revenues by geographical area | The following table presents revenues by geographical area: Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Revenues: Revenues - Services and fees: North America $ 261,600 $ 300,340 $ 667,969 $ 854,429 Europe 4,885 1,157 10,096 2,680 Total Revenues - Services and fees 266,485 301,497 $ 678,065 $ 857,109 Trading income (losses) and fair value adjustments on loans North America 12,154 18,197 $ (280,163) $ 317,818 Revenues - Sale of goods North America 4,130 631 $ 7,895 $ 8,169 Europe — 34,328 — 46,075 Total Revenues - Sale of goods 4,130 34,959 $ 7,895 $ 54,244 Revenues - Interest income - Loans and securities lending: North America 57,594 26,869 $ 182,855 $ 89,280 Total Revenues: North America 335,478 346,037 $ 578,556 $ 1,269,696 Europe 4,885 35,485 10,096 48,755 Total Revenues $ 340,363 $ 381,522 $ 588,652 $ 1,318,451 |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS OPERATIONS (Details) $ in Thousands | 9 Months Ended | ||||||||
Sep. 23, 2022 USD ($) | Aug. 25, 2022 USD ($) | Aug. 16, 2022 USD ($) | May 31, 2022 USD ($) | Jan. 19, 2022 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 09, 2022 USD ($) | May 30, 2022 | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||||||
Number of operating segments | segment | 6 | ||||||||
Contingent consideration | $ 29,578 | $ 0 | |||||||
Goodwill | $ 429,187 | $ 250,568 | |||||||
Secured Debt | Line of Credit | |||||||||
Business Acquisition [Line Items] | |||||||||
Term loan | $ 52,500 | ||||||||
Secured Debt | Term Loan | Line of Credit | |||||||||
Business Acquisition [Line Items] | |||||||||
Debt instrument, term | 5 years | 5 years | |||||||
Term loan | $ 148,200 | ||||||||
Lingo | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value of noncontrolling interest (in percentage) | 20% | ||||||||
Atlantic Coast Fibers, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, consideration transferred | $ 27,541 | ||||||||
Payments to acquire businesses, gross | 14,482 | ||||||||
Consideration transferred, liabilities incurred | 1,642 | ||||||||
Contingent consideration | $ 11,416 | ||||||||
Business combination, consideration transferred, deferred cash, equity and contingent consideration payable term | 2 years | ||||||||
Goodwill | $ 3,913 | ||||||||
Other intangible assets | $ 13,080 | ||||||||
BullsEye | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, consideration transferred | $ 64,907 | ||||||||
Goodwill | 29,284 | ||||||||
Other intangible assets | $ 28,700 | ||||||||
Lingo | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 33,622 | ||||||||
Other intangible assets | $ 63,000 | ||||||||
Business acquisition, percentage of voting interests acquired | 80% | 40% | |||||||
Conversion feature, principal amount | $ 17,500 | ||||||||
Remeasurement gain | 6,790 | ||||||||
Total fair value of assets | 115,538 | ||||||||
Fair value of noncontrolling interest | $ 8,021 | ||||||||
FocalPoint Securities, LLC ("FocalPoint") | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, consideration transferred | $ 124,479 | ||||||||
Payments to acquire businesses, gross | $ 64,248 | ||||||||
Business combination, consideration transferred, deferred cash, equity and contingent consideration payable term | 3 years | ||||||||
Goodwill | $ 110,512 | ||||||||
Other intangible assets | 10,780 | ||||||||
Business combination, consideration transferred, equity interests issued and issuable | 20,320 | ||||||||
Business combination, consideration transferred, deferred cash, equity and contingent consideration payable | $ 39,911 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) $ / shares in Units, € in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 23, 2022 USD ($) | Jul. 29, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2018 | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Sep. 30, 2022 EUR (€) | Sep. 09, 2022 USD ($) | May 31, 2022 | Dec. 31, 2021 EUR (€) shares | Dec. 20, 2021 USD ($) | Dec. 01, 2021 | Nov. 30, 2021 | |
Accounting Policies [Line Items] | ||||||||||||||||
Interest expense from loan participations | $ 152 | $ 878 | ||||||||||||||
Advertising costs | $ 1,584 | 808 | $ 5,941 | 1,964 | ||||||||||||
Market value percentage | 85% | |||||||||||||||
Recognized compensation expense | 120 | 132 | 316 | 474 | ||||||||||||
Restricted cash | $ 927 | 1,578 | 1,578 | $ 927 | ||||||||||||
Depreciation and amortization | 1,327 | 986 | 3,380 | 2,890 | ||||||||||||
Net of unamortized costs, origination fees, premiums and discounts | 9,304 | 4,756 | 4,756 | 9,304 | ||||||||||||
Unrealized gains (losses) | (19,158) | (1,317) | (19,287) | 8,729 | ||||||||||||
Loans receivable, at fair value | 873,186 | 814,715 | 814,715 | 873,186 | ||||||||||||
Partnership investment interests | 82,475 | 77,383 | ||||||||||||||
Investment securities | 59,745 | 84,280 | 84,280 | 59,745 | ||||||||||||
Warrant liability | 12,938 | 633 | 633 | 12,938 | ||||||||||||
Fair value assets | 2,613,177 | 2,059,789 | 2,059,789 | 2,613,177 | ||||||||||||
Senior notes payable | 1,606,560 | 1,661,191 | 1,661,191 | 1,606,560 | ||||||||||||
Fair value | 1,661,189 | 1,539,876 | 1,539,876 | 1,661,189 | ||||||||||||
Forward exchange contracts | € | € 0 | € 6,000 | ||||||||||||||
Transaction gains (losses) | 783 | 689 | 1,913 | 855 | ||||||||||||
Redemption value | 345,000 | 178,759 | 178,759 | 345,000 | ||||||||||||
Equity investments | $ 39,190 | 42,560 | 42,560 | $ 39,190 | ||||||||||||
Stock issued | 20,320 | |||||||||||||||
Equity securities | 850 | 2,800 | 850 | 2,800 | ||||||||||||
Notes reduction | 133,453 | |||||||||||||||
Loan receivable amount | 35,000 | |||||||||||||||
Debt securities issued | 35,000 | |||||||||||||||
Agent fees | 349 | 26,732 | $ 12,437 | 52,114 | ||||||||||||
Sold price per unit (in dollars per share) | $ / shares | $ 10 | $ 10 | ||||||||||||||
Assets held in trust | $ 345,000 | $ 345,000 | ||||||||||||||
Consummate business combination transaction term | 24 months | |||||||||||||||
Consummate business combination transaction term, circumstance based | 27 months | |||||||||||||||
Secured Debt | Line of Credit | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Senior notes payable | $ 52,500 | |||||||||||||||
Secured Debt | Term Loan | Line of Credit | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Senior notes payable | $ 148,200 | |||||||||||||||
BRPM 150 | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Gross proceeds | $ 172,500 | |||||||||||||||
BRPM 250 | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Gross proceeds | $ 172,500 | |||||||||||||||
FaZeClan Holdings, Inc | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Decrease in prepaid expenses and other assets | $ 172,584 | |||||||||||||||
De-consolidation of BRPM 150 | $ 172,500 | |||||||||||||||
FaZeClan Holdings, Inc | Incentive Fee | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Revenue from related parties | 41,885 | |||||||||||||||
Common Class A | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||||||||||
Minimum | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Cash fee percentage | 7% | |||||||||||||||
Carried interest percentage | 8% | |||||||||||||||
Maximum | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Cash fee percentage | 10% | |||||||||||||||
Carried interest percentage | 15% | |||||||||||||||
FocalPoint Securities, LLC ("FocalPoint") | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Business combination, deferred cash consideration | $ 22,661 | |||||||||||||||
Lingo | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Debt conversion, converted instrument, amount | 17,500 | |||||||||||||||
Warrant | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Warrant liability | $ 12,938 | 633 | 633 | $ 12,938 | ||||||||||||
IPO | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Consummated units (in shares) | shares | 17,250,000 | |||||||||||||||
IPO | Redeemable warrant | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | shares | 0.33 | 0.33 | 0.33 | |||||||||||||
IPO | Common Class A | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | shares | 1 | 1 | 1 | |||||||||||||
Significant unobservable inputs (Level 3) | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Loans receivable, at fair value | $ 873,186 | 814,715 | 814,715 | $ 873,186 | ||||||||||||
Warrant liability | 0 | 0 | 0 | 0 | ||||||||||||
Fair value assets | 1,250,735 | 1,154,071 | 1,154,071 | 1,250,735 | ||||||||||||
W.S. Badcock Corporation | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Payments to acquire finance receivables | $ 168,363 | |||||||||||||||
Cash | $ 400,000 | |||||||||||||||
Loans receivable, at fair value | 400,000 | 212,551 | 212,551 | 400,000 | ||||||||||||
Fair Value, Measurements, Recurring | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Loans receivable carrying value | 877,527 | 846,933 | 846,933 | 877,527 | ||||||||||||
Loans receivable | $ 886,831 | $ 851,689 | $ 851,689 | $ 886,831 | ||||||||||||
Fair Value, Measurements, Recurring | Significant unobservable inputs (Level 3) | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Percentage of total assets measured in Level 3 of the hierarchy level | 21.40% | 20% | 20% | 21.40% | 20% | 21.40% | ||||||||||
Loans Receivable | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Loans receivable fair value | $ 814,715 | $ 873,186 | ||||||||||||||
Loans Receivable | W.S. Badcock Corporation | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Receivable | $ 168,363 | |||||||||||||||
Note 1 Issued For Sale Of Equity Securities | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Notes issued | 51,000 | |||||||||||||||
Note 2 Issued For Sale Of Equity Securities | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Notes issued | 200 | |||||||||||||||
Fixed Income Securities | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Interest expense | 17,447 | 9,945 | 43,757 | 39,391 | ||||||||||||
Forward Contracts | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Net gain (loss) forward exchange contract | $ 0 | $ 248 | $ 68 | $ 921 | ||||||||||||
Lingo | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Fair value of noncontrolling interest (in percentage) | 20% | |||||||||||||||
Great American Global Partners, LLC | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Ownership, percentage | 50% | 50% | 50% | |||||||||||||
Bebe Stores Inc. ("bebe") | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Ownership, percentage | 40.10% | 40.10% | 40.10% | 40.10% | 40.10% | 40.10% | 40.10% | 39.50% | ||||||||
Additional purchase of shares (in shares) | shares | 71,970 | |||||||||||||||
Additional purchase of value | $ 612 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 231,805 | $ 278,933 |
Restricted cash | 1,578 | 927 |
Total cash, cash equivalents and restricted cash | $ 233,383 | $ 279,860 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of securities and other investments owned and securities sold not yet purchased at fair value (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Securities and other investments owned: | ||
Total securities and other investments owned | $ 1,238,613 | $ 1,532,095 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 17,751 | 28,623 |
Corporate bonds | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 6,761 | 7,632 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 6,264 | 6,327 |
Other fixed income securities | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 8,649 | 2,606 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 686 | 1,994 |
Partnership interests and other | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 82,475 | 77,383 |
Equity securities | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 1,140,728 | 1,444,474 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | $ 10,801 | $ 20,302 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of financial assets and liabilities measured on recurring basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Funds held in trust account | $ 173,216 | $ 345,024 |
Securities and other investments owned: | ||
Total securities and other investments owned | 1,071,858 | 1,394,967 |
Loans receivable, at fair value | 814,715 | 873,186 |
Total assets measured at fair value | 2,059,789 | 2,613,177 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 17,751 | 28,623 |
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 | 4,322 | 4,506 |
Warrant liabilities | 633 | 12,938 |
Contingent consideration | 29,578 | 0 |
Total liabilities measured at fair value | 52,284 | 46,067 |
Quoted prices in active markets for identical assets (Level 1) | ||
Assets: | ||
Funds held in trust account | 173,216 | 345,024 |
Securities and other investments owned: | ||
Total securities and other investments owned | 717,092 | 1,007,180 |
Loans receivable, at fair value | 0 | 0 |
Total assets measured at fair value | 890,308 | 1,352,204 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 10,801 | 20,302 |
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 | 0 | 0 |
Warrant liabilities | 633 | 12,938 |
Contingent consideration | 0 | |
Total liabilities measured at fair value | 11,434 | 33,240 |
Other observable inputs (Level 2) | ||
Assets: | ||
Funds held in trust account | 0 | 0 |
Securities and other investments owned: | ||
Total securities and other investments owned | 15,410 | 10,238 |
Loans receivable, at fair value | 0 | 0 |
Total assets measured at fair value | 15,410 | 10,238 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 6,950 | 8,321 |
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 | 0 | 0 |
Warrant liabilities | 0 | 0 |
Contingent consideration | 0 | |
Total liabilities measured at fair value | 6,950 | 8,321 |
Significant unobservable inputs (Level 3) | ||
Assets: | ||
Funds held in trust account | 0 | 0 |
Securities and other investments owned: | ||
Total securities and other investments owned | 339,356 | 377,549 |
Loans receivable, at fair value | 814,715 | 873,186 |
Total assets measured at fair value | 1,154,071 | 1,250,735 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 0 | 0 |
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 | 4,322 | 4,506 |
Warrant liabilities | 0 | 0 |
Contingent consideration | 29,578 | |
Total liabilities measured at fair value | 33,900 | 4,506 |
Equity securities | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 1,056,448 | 1,384,729 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 10,801 | 20,302 |
Equity securities | Quoted prices in active markets for identical assets (Level 1) | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 717,092 | 1,007,180 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 10,801 | 20,302 |
Equity securities | Other observable inputs (Level 2) | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 0 | 0 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 0 | 0 |
Equity securities | Significant unobservable inputs (Level 3) | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 339,356 | 377,549 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 0 | 0 |
Corporate bonds | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 6,761 | 7,632 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 6,264 | 6,327 |
Corporate bonds | Quoted prices in active markets for identical assets (Level 1) | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 0 | 0 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 0 | 0 |
Corporate bonds | Other observable inputs (Level 2) | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 6,761 | 7,632 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 6,264 | 6,327 |
Corporate bonds | Significant unobservable inputs (Level 3) | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 0 | 0 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 0 | 0 |
Other fixed income securities | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 8,649 | 2,606 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 686 | 1,994 |
Other fixed income securities | Quoted prices in active markets for identical assets (Level 1) | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 0 | 0 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 0 | 0 |
Other fixed income securities | Other observable inputs (Level 2) | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 8,649 | 2,606 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 686 | 1,994 |
Other fixed income securities | Significant unobservable inputs (Level 3) | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 0 | 0 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of significant unobservable inputs of level 3 financial assets and liabilities (Details) $ in Thousands | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value | $ 814,715 | $ 873,186 |
Total assets measured at fair value | 2,059,789 | 2,613,177 |
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 | 4,322 | 4,506 |
Contingent consideration | 29,578 | 0 |
Total liabilities measured at fair value | 52,284 | 46,067 |
Significant unobservable inputs (Level 3) | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value | 814,715 | 873,186 |
Total assets measured at fair value | 1,154,071 | 1,250,735 |
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 | 4,322 | 4,506 |
Contingent consideration | 29,578 | |
Total liabilities measured at fair value | $ 33,900 | $ 4,506 |
Significant unobservable inputs (Level 3) | Market interest rate | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent earnout, measurement input | 0.085 | |
Significant unobservable inputs (Level 3) | Weighted Average | Market interest rate | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent earnout, measurement input | 0.085 | |
Significant unobservable inputs (Level 3) | Market approach | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value | $ 267,745 | |
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 | $ 4,322 | |
Significant unobservable inputs (Level 3) | Market approach | Operating income multiple | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Mandatorily redeemable noncontrolling interesting, measurement input | 6 | |
Significant unobservable inputs (Level 3) | Market approach | Minimum | Multiple of EBITDA | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Equity securities, measurement input | 1.80 | |
Significant unobservable inputs (Level 3) | Market approach | Minimum | Multiple of Sales | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Equity securities, measurement input | 1 | |
Significant unobservable inputs (Level 3) | Market approach | Minimum | Market price of related security | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Equity securities, measurement input | 10.03 | |
Significant unobservable inputs (Level 3) | Market approach | Maximum | Multiple of EBITDA | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Equity securities, measurement input | 13 | |
Significant unobservable inputs (Level 3) | Market approach | Maximum | Market price of related security | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Equity securities, measurement input | 16.81 | |
Significant unobservable inputs (Level 3) | Market approach | Weighted Average | Multiple of EBITDA | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Equity securities, measurement input | 6.49 | |
Significant unobservable inputs (Level 3) | Market approach | Weighted Average | Multiple of Sales | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Equity securities, measurement input | 1 | |
Significant unobservable inputs (Level 3) | Market approach | Weighted Average | Market price of related security | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Equity securities, measurement input | 13.72 | |
Significant unobservable inputs (Level 3) | Market approach | Weighted Average | Operating income multiple | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Mandatorily redeemable noncontrolling interesting, measurement input | 6 | |
Significant unobservable inputs (Level 3) | Discounted cash flow | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value | $ 65,044 | |
Fair value | 814,715 | |
Contingent consideration | $ 29,578 | |
Significant unobservable inputs (Level 3) | Discounted cash flow | Market interest rate | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Equity securities, measurement input | 0.178 | |
Significant unobservable inputs (Level 3) | Discounted cash flow | EBITDA volatility | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent earnout, measurement input | 0.650 | |
Significant unobservable inputs (Level 3) | Discounted cash flow | Minimum | Market interest rate | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Loans receivable at fair value, measurement input | 0.060 | |
Significant unobservable inputs (Level 3) | Discounted cash flow | Maximum | Market interest rate | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Loans receivable at fair value, measurement input | 0.335 | |
Significant unobservable inputs (Level 3) | Discounted cash flow | Weighted Average | Market interest rate | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Equity securities, measurement input | 0.178 | |
Loans receivable at fair value, measurement input | 0.219 | |
Significant unobservable inputs (Level 3) | Discounted cash flow | Weighted Average | EBITDA volatility | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent earnout, measurement input | 0.650 | |
Significant unobservable inputs (Level 3) | Option pricing model | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value | $ 6,567 | |
Significant unobservable inputs (Level 3) | Option pricing model | Minimum | Annualized volatility | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Equity securities, measurement input | 0.300 | |
Significant unobservable inputs (Level 3) | Option pricing model | Maximum | Annualized volatility | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Equity securities, measurement input | 2 | |
Significant unobservable inputs (Level 3) | Option pricing model | Weighted Average | Annualized volatility | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Equity securities, measurement input | 0.574 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of fair value measurement of level 3 financial assets and liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Equity securities | Significant unobservable inputs (Level 3) | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Balance at beginning of period | $ 377,549 | $ 149,292 |
Fair Value Adjustments | (18,594) | 52,102 |
Relating to Undistributed Earnings | 0 | 0 |
Purchases, Sales and Settlements | 18,457 | 125,794 |
Transfer in and/or out of Level 3 | (38,056) | 5,777 |
Balance at end of period | 339,356 | 332,965 |
Loans receivable at fair value | Significant unobservable inputs (Level 3) | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Balance at beginning of period | 873,186 | 390,689 |
Fair Value Adjustments | (19,205) | 9,059 |
Relating to Undistributed Earnings | 9,554 | 9,003 |
Purchases, Sales and Settlements | (7,983) | (57,989) |
Transfer in and/or out of Level 3 | (40,837) | 0 |
Balance at end of period | 814,715 | 350,762 |
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 | Significant unobservable inputs (Level 3) | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Balance at beginning of period | 4,506 | 4,700 |
Fair Value Adjustments | 0 | 0 |
Relating to Undistributed Earnings | 824 | (504) |
Purchases, Sales and Settlements | (1,008) | 0 |
Transfer in and/or out of Level 3 | 0 | 0 |
Balance at end of period | 4,322 | 4,196 |
Contingent consideration | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Balance at beginning of period | 0 | |
Fair Value Adjustments | (3,880) | |
Relating to Undistributed Earnings | 0 | |
Purchases, Sales and Settlements | 33,458 | |
Transfer in and/or out of Level 3 | 0 | |
Balance at end of period | $ 29,578 | |
Warrant liabilities | Significant unobservable inputs (Level 3) | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Balance at beginning of period | 0 | |
Fair Value Adjustments | 0 | |
Relating to Undistributed Earnings | 0 | |
Purchases, Sales and Settlements | 10,466 | |
Transfer in and/or out of Level 3 | (10,466) | |
Balance at end of period | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of financial assets measured on nonrecurring basis (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments in nonpublic entities that do not report NAV | $ 16,387 |
Quoted prices in active markets for identical assets (Level 1) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments in nonpublic entities that do not report NAV | 0 |
Other observable inputs (Level 2) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments in nonpublic entities that do not report NAV | 15,737 |
Significant unobservable inputs (Level 3) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments in nonpublic entities that do not report NAV | $ 650 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Redeemable noncontrolling interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Redeemable Noncontrolling Interest [Roll Forward] | ||||
Balance, January 1, 2022 | $ 345,000 | |||
Distributions | $ (431) | $ (841) | (2,167) | $ (14,695) |
Balance, September 30, 2022 | 178,759 | 178,759 | ||
Lingo, BRPM 150 and 250 | ||||
Redeemable Noncontrolling Interest [Roll Forward] | ||||
Balance, January 1, 2022 | 345,000 | |||
Net income attributable to noncontrolling interests and redeemable noncontrolling interests | (1,078) | |||
De-consolidation of BRPM 150 | (172,584) | |||
Contributions | 8,021 | |||
Distributions | (600) | |||
Balance, September 30, 2022 | $ 178,759 | $ 178,759 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of investments in the VIE (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Securities and other investments owned, at fair value | $ 1,238,613 | $ 1,532,095 |
Other assets | 34,497 | 11,525 |
Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Securities and other investments owned, at fair value | 35,291 | 27,445 |
Loans receivable, at fair value | 70,400 | 205,265 |
Other assets | 3,129 | 4,956 |
Maximum exposure to loss | $ 108,820 | $ 237,666 |
RESTRUCTURING CHARGE - Addition
RESTRUCTURING CHARGE - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | ||||
Restructuring charge | $ 8,016 | $ 0 | $ 8,016 | $ 0 |
RESTRUCTURING CHARGE - Schedule
RESTRUCTURING CHARGE - Schedule of changes in accrued restructuring charge (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Reserve [Roll Forward] | ||||
Balance, beginning of period | $ 574 | $ 676 | $ 624 | $ 727 |
Restructuring charge | 8,016 | 0 | 8,016 | 0 |
Cash paid | (1,448) | (29) | (1,503) | (86) |
Non-cash items | (4,620) | 3 | (4,615) | 9 |
Balance, end of period | $ 2,522 | $ 650 | $ 2,522 | $ 650 |
RESTRUCTURING CHARGE - Schedu_2
RESTRUCTURING CHARGE - Schedule of restructuring activities by segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Employee termination | $ 1,260 | |||
Impairment of intangibles | 4,174 | |||
Restructuring charge | $ 8,016 | $ 0 | 8,016 | $ 0 |
Facility Closing | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Facility and other restructuring costs | 2,582 | |||
Wealth Management Segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Employee termination | 354 | |||
Impairment of intangibles | 2,012 | |||
Restructuring charge | 4,107 | |||
Wealth Management Segment | Facility Closing | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Facility and other restructuring costs | 1,741 | |||
Principal Investments- Communications and Other Segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Employee termination | 906 | |||
Impairment of intangibles | 2,162 | |||
Restructuring charge | 3,909 | |||
Principal Investments- Communications and Other Segment | Facility Closing | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Facility and other restructuring costs | $ 841 |
SECURITIES LENDING (Details)
SECURITIES LENDING (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Securities borrowed | ||
Gross amounts recognized | $ 2,243,306 | $ 2,090,966 |
Gross amounts offset in the consolidated balance sheets | 0 | 0 |
Net amounts included in the consolidated balance sheets | 2,243,306 | 2,090,966 |
Amounts not offset in the consolidated balance sheets but eligible for offsetting upon counterparty default | 2,243,306 | 2,090,966 |
Net amounts | 0 | 0 |
Securities loaned | ||
Gross amounts recognized | 2,239,250 | 2,088,685 |
Gross amounts offset in the consolidated balance sheets | 0 | 0 |
Net amounts included in the consolidated balance sheets | 2,239,250 | 2,088,685 |
Amounts not offset in the consolidated balance sheets but eligible for offsetting upon counterparty default | 2,239,250 | 2,088,685 |
Net amounts | $ 0 | $ 0 |
ACCOUNTS RECEIVABLE - Schedule
ACCOUNTS RECEIVABLE - Schedule of components of accounts receivable, net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Accounts receivable | $ 60,137 | $ 39,045 |
Investment banking fees, commissions and other receivables | 8,165 | 14,286 |
Total accounts receivable | 68,302 | 53,331 |
Allowance for doubtful accounts | (3,595) | (3,658) |
Accounts receivable, net | $ 64,707 | $ 49,673 |
ACCOUNTS RECEIVABLE - Schedul_2
ACCOUNTS RECEIVABLE - Schedule of allowance for doubtful accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance, beginning of period | $ 2,773 | $ 3,565 | $ 3,658 | $ 3,599 |
Add: Additions to reserve | 1,510 | 493 | 2,786 | 1,248 |
Less: Write-offs | (688) | (266) | (2,857) | (1,087) |
Less: Recovery | 0 | 0 | 8 | 32 |
Balance, end of period | $ 3,595 | $ 3,792 | $ 3,595 | $ 3,792 |
PREPAID EXPENSES AND OTHER AS_3
PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Funds held in trust account | $ 173,216 | $ 345,024 |
Equity investments | 42,560 | 39,190 |
Prepaid expenses | 21,322 | 14,965 |
Unbilled receivables | 12,483 | 12,315 |
Other receivables | 71,797 | 40,483 |
Other assets | 34,497 | 11,525 |
Prepaid expenses and other assets | $ 355,875 | $ 463,502 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 429,187 | $ 429,187 | $ 250,568 | ||
Amortization expense | 9,390 | $ 5,156 | 23,146 | $ 16,176 | |
Estimated future amortization expense remainder of fiscal year | 9,466 | 9,466 | |||
Estimated future amortization expense 2023 | 32,249 | 32,249 | |||
Estimated future amortization expense 2024 | 28,169 | 28,169 | |||
Estimated future amortization expense 2025 | 23,685 | 23,685 | |||
Estimated future amortization expense 2026 | 20,916 | 20,916 | |||
Estimated future amortization expense after 2026 | $ 56,585 | $ 56,585 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of carrying amount of goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 250,568 |
Acquisition of other businesses | 178,619 |
Ending balance | 429,187 |
Capital Markets Segment | |
Goodwill [Roll Forward] | |
Beginning balance | 51,338 |
Acquisition of other businesses | 110,512 |
Ending balance | 161,850 |
Wealth Management Segment | |
Goodwill [Roll Forward] | |
Beginning balance | 51,195 |
Acquisition of other businesses | 0 |
Ending balance | 51,195 |
Auction and Liquidation Segment | |
Goodwill [Roll Forward] | |
Beginning balance | 1,975 |
Acquisition of other businesses | 0 |
Ending balance | 1,975 |
Financial Consulting Segment | |
Goodwill [Roll Forward] | |
Beginning balance | 23,680 |
Acquisition of other businesses | 0 |
Ending balance | 23,680 |
Principal Investments- Communications and Other Segment | |
Goodwill [Roll Forward] | |
Beginning balance | 122,380 |
Acquisition of other businesses | 68,107 |
Ending balance | $ 190,487 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of intangible assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 266,074 | $ 152,730 |
Accumulated Amortization | (95,004) | (70,355) |
Intangibles Net | 171,070 | 82,375 |
Indefinite lived intangible assets | 125,276 | 125,276 |
Gross Carrying Value | 391,350 | 278,006 |
Intangibles Net | 296,346 | 207,651 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 220,811 | 130,801 |
Accumulated Amortization | (80,900) | (59,671) |
Intangibles Net | $ 139,911 | 71,130 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 1 year 10 months 24 days | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 16 years | |
Domain names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 7 years | |
Gross Carrying Value | $ 185 | 185 |
Accumulated Amortization | (162) | (143) |
Intangibles Net | $ 23 | 42 |
Advertising relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 8 years | |
Gross Carrying Value | $ 100 | 100 |
Accumulated Amortization | (78) | (69) |
Intangibles Net | 22 | 31 |
Internally developed software and other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 24,295 | 15,275 |
Accumulated Amortization | (11,016) | (8,820) |
Intangibles Net | $ 13,279 | 6,455 |
Internally developed software and other intangibles | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 6 months | |
Internally developed software and other intangibles | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years | |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 20,683 | 6,369 |
Accumulated Amortization | (2,848) | (1,652) |
Intangibles Net | $ 17,835 | $ 4,717 |
Trademarks | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 3 years | |
Trademarks | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 10 years |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Interest expense | $ 34,587 | $ 25,372 | $ 96,787 | $ 66,014 | |
Other Notes Payable | Clearing Organization | |||||
Debt Instrument [Line Items] | |||||
Interest expense | 298 | 4 | 825 | 16 | |
Notes payable outstanding | 25,075 | $ 25,075 | $ 357 | ||
Accrued interest, percentage | 2% | ||||
Wells Fargo Bank, National Association | |||||
Debt Instrument [Line Items] | |||||
Line of credit, outstanding | 0 | $ 0 | $ 0 | ||
Credit facility | 0 | 0 | |||
Wells Fargo Bank, National Association | Asset Based Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity credit facility | 200,000 | 200,000 | |||
Interest expense | $ 18 | $ 109 | $ 165 | $ 325 | |
Wells Fargo Bank, National Association | Asset Based Credit Facility | Minimum | |||||
Debt Instrument [Line Items] | |||||
Credit facility success fees, percentage | 1% | ||||
Funding fees, percentage | 0.05% | ||||
Wells Fargo Bank, National Association | Asset Based Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2.25% | ||||
Wells Fargo Bank, National Association | Asset Based Credit Facility | Maximum | |||||
Debt Instrument [Line Items] | |||||
Credit facility success fees, percentage | 10% | ||||
Funding fees, percentage | 0.20% | ||||
Wells Fargo Bank, National Association | Asset Based Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 3.25% |
TERM LOANS AND REVOLVING CRED_2
TERM LOANS AND REVOLVING CREDIT FACILITY (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | 33 Months Ended | |||||||||||||
Sep. 23, 2022 | Aug. 16, 2022 | Jun. 23, 2021 | Jun. 30, 2027 | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2026 | Sep. 09, 2022 | Jun. 21, 2022 | Dec. 17, 2021 | Dec. 19, 2018 | |
Debt Instrument [Line Items] | |||||||||||||||||
Interest expense | $ 34,587 | $ 25,372 | $ 96,787 | $ 66,014 | |||||||||||||
Secured Debt | Line of Credit | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Senior notes payable | $ 52,500 | ||||||||||||||||
Revolving Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, term | 4 years | ||||||||||||||||
Borrowing capacity credit facility | $ 200,000 | ||||||||||||||||
Operating value | 135,000 | 135,000 | |||||||||||||||
Financial covenant, net asset value | 1,100,000 | 1,100,000 | |||||||||||||||
Revolving credit facility | 74,700 | 74,700 | $ 80,000 | ||||||||||||||
Interest on revolving facility | 1,410 | 790 | 3,737 | 820 | |||||||||||||
Amount of unused commitment fees | 6 | 58 | 6 | 76 | |||||||||||||
Amortization of deferred financing costs | $ 146 | 146 | $ 434 | 159 | |||||||||||||
Revolving facility interest rate | 7.64% | 4.67% | |||||||||||||||
BRPAC Credit Agreement | United Online Software Development (India) Private Limited | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Rate of equity interests | 65% | ||||||||||||||||
BRPAC Credit Agreement | MagicJack VocalTec LTD | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Rate of equity interests | 65% | ||||||||||||||||
BRPAC Credit Agreement | Forecast | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Quarterly installments for term loan | $ 2,813 | $ 2,813 | $ 4,688 | $ 3,750 | |||||||||||||
BRPAC Credit Agreement | Credit Parties | United Online Software Development (India) Private Limited | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Rate of equity interests | 100% | ||||||||||||||||
BRPAC Credit Agreement | BRPI Acquisition Co LLC | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Amortization of deferred debt issuance costs | 229 | ||||||||||||||||
BRPAC Credit Agreement | BRPI Acquisition Co LLC | City National Bank | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Amortization of deferred debt issuance costs | $ 779 | $ 582 | |||||||||||||||
Minimum | BRPAC Credit Agreement | BRPI Acquisition Co LLC | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate | 2.75% | 2.75% | |||||||||||||||
Maximum | BRPAC Credit Agreement | BRPI Acquisition Co LLC | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate | 3.50% | 3.50% | |||||||||||||||
Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Outstanding balance | $ 290,448 | $ 290,448 | 292,650 | ||||||||||||||
Amortization of deferred debt issuance costs | 523 | 350 | $ 1,548 | 380 | |||||||||||||
Term loan facility amortize in equal installments percentage | 1.25% | ||||||||||||||||
Term loan facility amount | $ 3,750 | ||||||||||||||||
Unamortized debt issuance costs | 5,802 | $ 7,350 | |||||||||||||||
Interest on the term loan | $ 5,720 | 2,720 | $ 14,557 | 2,956 | |||||||||||||
Interest rate | 8.10% | 8.10% | 4.72% | ||||||||||||||
Term Loan | Secured Debt | Line of Credit | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, term | 5 years | 5 years | |||||||||||||||
Senior notes payable | $ 148,200 | ||||||||||||||||
Credit facility, interest rate | 10% | 10% | |||||||||||||||
Outstanding balance | $ 144,584 | $ 144,584 | |||||||||||||||
Unamortized debt issuance costs | 3,616 | 3,616 | |||||||||||||||
Interest expense | 418 | 418 | |||||||||||||||
Amortization of deferred debt issuance costs | 89 | 89 | |||||||||||||||
Term Loan | Revolving Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, term | 4 years | ||||||||||||||||
Secured loan | $ 80,000 | ||||||||||||||||
Term Loan | BRPAC Credit Agreement | BRPI Acquisition Co LLC | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Outstanding balance | 71,408 | 71,408 | $ 53,735 | ||||||||||||||
Interest expense | 1,088 | 554 | 2,168 | $ 1,931 | |||||||||||||
Amortization of deferred debt issuance costs | $ 81 | $ 72 | $ 252 | ||||||||||||||
Interest rate | 6.04% | 6.04% | 3.17% | ||||||||||||||
Lingo Credit Agreement | Line of Credit | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest expense | $ 403 | ||||||||||||||||
Amortization of deferred debt issuance costs | 26 | ||||||||||||||||
Lingo Credit Agreement | Secured Debt | Line of Credit | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, term | 5 years | ||||||||||||||||
Senior notes payable | $ 45,000 | ||||||||||||||||
Outstanding balance | $ 51,595 | 51,595 | |||||||||||||||
Unamortized debt issuance costs | 905 | $ 905 | |||||||||||||||
Interest expense | 403 | ||||||||||||||||
Amortization of deferred debt issuance costs | $ 26 | ||||||||||||||||
Aggregate principal amount | $ 7,500 | ||||||||||||||||
Interest rate | 6.29% | 6.29% | |||||||||||||||
Lingo Credit Agreement | Forecast | Secured Debt | Line of Credit | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Quarterly installments for term loan | $ 2,625 | $ 1,969 | $ 1,641 | ||||||||||||||
Second Amendment | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Aggregate principal amount | $ 100,000 | ||||||||||||||||
Fourth Amendment | BRPAC Credit Agreement | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Aggregate principal amount | $ 75,000 | ||||||||||||||||
Interest rate | 3.50% | ||||||||||||||||
Eurodollar | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate | 4.50% | 4.50% | |||||||||||||||
Base Rate | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate | 3.50% | 3.50% | |||||||||||||||
Secured Overnight Financing Rate (SOFR) | Term Loan | Secured Debt | Line of Credit | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, basis spread on variable rate | 6.50% | ||||||||||||||||
Secured Overnight Financing Rate (SOFR) | Lingo Credit Agreement | Minimum | Secured Debt | Line of Credit | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, basis spread on variable rate | 3% | ||||||||||||||||
Secured Overnight Financing Rate (SOFR) | Lingo Credit Agreement | Maximum | Secured Debt | Line of Credit | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, basis spread on variable rate | 3.75% |
SENIOR NOTES PAYABLE - Schedule
SENIOR NOTES PAYABLE - Schedule of senior notes payable, net (Details) - Senior Notes - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Senior notes payable | $ 1,679,371 | $ 1,628,049 |
Less: Unamortized debt issuance costs | (18,180) | (21,489) |
Senior notes payable, net | 1,661,191 | 1,606,560 |
6.750% Senior notes due May 31, 2024 | ||
Debt Instrument [Line Items] | ||
Senior notes payable | $ 138,712 | 111,170 |
Interest rate | 6.75% | |
6.500% Senior notes due September 30, 2026 | ||
Debt Instrument [Line Items] | ||
Senior notes payable | $ 180,532 | 178,787 |
Interest rate | 6.50% | |
6.375% Senior notes due February 28, 2025 | ||
Debt Instrument [Line Items] | ||
Senior notes payable | $ 146,432 | 144,521 |
Interest rate | 6.375% | |
6.000% Senior notes due January 31, 2028 | ||
Debt Instrument [Line Items] | ||
Senior notes payable | $ 266,058 | 259,347 |
Interest rate | 6% | |
5.500% Senior notes due March 31, 2026 | ||
Debt Instrument [Line Items] | ||
Senior notes payable | $ 217,440 | 214,243 |
Interest rate | 5.50% | |
5.250% Senior notes due August 31, 2028 | ||
Debt Instrument [Line Items] | ||
Senior notes payable | $ 405,483 | 397,302 |
Interest rate | 5.25% | |
5.000% Senior notes due December 31, 2026 | ||
Debt Instrument [Line Items] | ||
Senior notes payable | $ 324,714 | $ 322,679 |
Interest rate | 5% |
SENIOR NOTES PAYABLE - Addition
SENIOR NOTES PAYABLE - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jan. 05, 2022 | |
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of debt | $ 51,321 | $ 183,042 | ||||
Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of debt | $ 15,448 | $ 97,715 | ||||
Outstanding balance | 1,661,191 | 1,661,191 | $ 1,606,560 | |||
Net of unamortized debt issue costs | $ 18,180 | $ 18,180 | $ 21,489 | |||
Debt, weighted average interest rate | 5.70% | 5.70% | 5.69% | |||
Interest expense on senior notes total | $ 25,149 | $ 21,458 | $ 74,221 | $ 60,010 | ||
Senior notes payable | $ 1,679,371 | 1,679,371 | $ 1,628,049 | |||
Senior Notes | Sales Agreement Prospectus | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding notes payable | $ 60,590 | $ 111,911 | ||||
Senior Notes | Sales Agreement Prospectus | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes payable | $ 250,000 |
ACCRUED EXPENSES AND OTHER LI_3
ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related expenses | $ 79,532 | $ 107,904 |
Dividends payable | 31,263 | 28,486 |
Income taxes payable | 34,129 | 39,776 |
Other tax liabilities | 25,699 | 20,106 |
Contingent consideration | 29,578 | 0 |
Accrued expenses | 23,723 | 96,250 |
Other liabilities | 54,965 | 51,228 |
Accrued expenses and other liabilities | $ 278,889 | $ 343,750 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS - Schedule of revenues from contracts with customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | $ 209,712 | $ 326,609 | $ 589,849 | $ 886,653 |
Interest income - Loans and securities lending | 57,594 | 26,869 | 182,855 | 89,280 |
Trading gains on investments | 16,198 | 19,446 | (276,095) | 309,022 |
Fair value adjustment on loans | (4,044) | (1,249) | (4,068) | 8,796 |
Other | 60,903 | 9,847 | 96,111 | 24,700 |
Total revenues | 340,363 | 381,522 | 588,652 | 1,318,451 |
Sale of goods | 4,130 | 34,959 | 7,895 | 54,244 |
Capital Markets Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 53,409 | 127,616 | 158,855 | 413,597 |
Interest income - Loans and securities lending | 55,054 | 26,869 | 178,879 | 89,280 |
Trading gains on investments | 15,171 | 18,184 | (279,172) | 302,539 |
Fair value adjustment on loans | (4,044) | (1,249) | (4,068) | 8,796 |
Other | 59,808 | 7,233 | 90,872 | 18,228 |
Total revenues | 179,398 | 178,653 | 145,366 | 832,440 |
Wealth Management Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 46,050 | 114,958 | 179,724 | 264,086 |
Interest income - Loans and securities lending | 0 | 0 | 0 | 0 |
Trading gains on investments | 1,027 | 1,262 | 3,077 | 6,483 |
Fair value adjustment on loans | 0 | 0 | 0 | 0 |
Other | 1,095 | 2,614 | 5,239 | 6,472 |
Total revenues | 48,172 | 118,834 | 188,040 | 277,041 |
Auction and Liquidation Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 4,499 | 37,072 | 10,342 | 67,799 |
Interest income - Loans and securities lending | 2,540 | 0 | 3,976 | 0 |
Trading gains on investments | 0 | 0 | 0 | 0 |
Fair value adjustment on loans | 0 | 0 | 0 | 0 |
Other | 0 | 0 | 0 | 0 |
Total revenues | 7,039 | 37,072 | 14,318 | 67,799 |
Sale of goods | 2,550 | 34,327 | 2,550 | 52,162 |
Financial Consulting Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 22,835 | 21,291 | 73,081 | 66,435 |
Interest income - Loans and securities lending | 0 | 0 | 0 | 0 |
Trading gains on investments | 0 | 0 | 0 | 0 |
Fair value adjustment on loans | 0 | 0 | 0 | 0 |
Other | 0 | 0 | 0 | |
Total revenues | 22,835 | 21,291 | 73,081 | 66,435 |
Principal Investments- Communications and Other Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 77,896 | 19,300 | 153,093 | 59,475 |
Interest income - Loans and securities lending | 0 | 0 | 0 | 0 |
Trading gains on investments | 0 | 0 | 0 | 0 |
Fair value adjustment on loans | 0 | 0 | 0 | 0 |
Other | 0 | 0 | 0 | 0 |
Total revenues | 77,896 | 19,300 | 153,093 | 59,475 |
Sale of goods | 631 | 2,081 | ||
Brands Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 5,023 | 6,372 | 14,754 | 15,261 |
Interest income - Loans and securities lending | 0 | 0 | 0 | 0 |
Trading gains on investments | 0 | 0 | 0 | |
Fair value adjustment on loans | 0 | 0 | 0 | 0 |
Other | 0 | 0 | 0 | 0 |
Total revenues | 5,023 | 6,372 | 14,754 | 15,261 |
Corporate finance, consulting and investment banking fees | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 53,644 | 128,394 | 163,406 | 410,627 |
Corporate finance, consulting and investment banking fees | Capital Markets Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 41,302 | 116,044 | 118,448 | 370,337 |
Corporate finance, consulting and investment banking fees | Wealth Management Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Corporate finance, consulting and investment banking fees | Auction and Liquidation Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Corporate finance, consulting and investment banking fees | Financial Consulting Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 12,342 | 12,350 | 44,958 | 40,290 |
Corporate finance, consulting and investment banking fees | Principal Investments- Communications and Other Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Corporate finance, consulting and investment banking fees | Brands Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Wealth and asset management fees | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 47,602 | 87,258 | 170,034 | 209,664 |
Wealth and asset management fees | Capital Markets Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 3,280 | 679 | 8,199 | 5,557 |
Wealth and asset management fees | Wealth Management Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 44,322 | 86,579 | 161,835 | 204,107 |
Wealth and asset management fees | Auction and Liquidation Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Wealth and asset management fees | Financial Consulting Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Wealth and asset management fees | Principal Investments- Communications and Other Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Wealth and asset management fees | Brands Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Commissions, fees and reimbursed expenses | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 22,997 | 50,953 | 86,012 | 138,374 |
Commissions, fees and reimbursed expenses | Capital Markets Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 8,827 | 10,893 | 32,208 | 37,703 |
Commissions, fees and reimbursed expenses | Wealth Management Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 1,728 | 28,379 | 17,889 | 59,979 |
Commissions, fees and reimbursed expenses | Auction and Liquidation Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 1,949 | 2,740 | 7,792 | 14,547 |
Commissions, fees and reimbursed expenses | Financial Consulting Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 10,493 | 8,941 | 28,123 | 26,145 |
Commissions, fees and reimbursed expenses | Principal Investments- Communications and Other Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Commissions, fees and reimbursed expenses | Brands Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Subscription services | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 70,152 | 16,303 | 135,774 | 50,802 |
Subscription services | Capital Markets Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Subscription services | Wealth Management Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Subscription services | Auction and Liquidation Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Subscription services | Financial Consulting Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Subscription services | Principal Investments- Communications and Other Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 70,152 | 16,303 | 135,774 | 50,802 |
Subscription services | Brands Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Advertising, licensing and other | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 15,317 | 43,696 | 34,623 | 76,096 |
Advertising, licensing and other | Capital Markets Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Advertising, licensing and other | Wealth Management Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Advertising, licensing and other | Auction and Liquidation Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 2,550 | 34,327 | 2,550 | 52,162 |
Advertising, licensing and other | Financial Consulting Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | 0 |
Advertising, licensing and other | Principal Investments- Communications and Other Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 7,744 | 2,997 | 17,319 | 8,673 |
Sale of goods | 1,580 | 5,345 | ||
Advertising, licensing and other | Brands Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | $ 5,023 | 6,372 | $ 14,754 | 15,261 |
Service contract revenues | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 5 | 1,090 | ||
Service contract revenues | Capital Markets Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | ||
Service contract revenues | Wealth Management Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | ||
Service contract revenues | Auction and Liquidation Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 5 | 1,090 | ||
Service contract revenues | Financial Consulting Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | ||
Service contract revenues | Principal Investments- Communications and Other Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | ||
Service contract revenues | Brands Segment | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues from contracts with customers | $ 0 | $ 0 |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Accounts receivable, net | $ 64,707 | $ 64,707 | $ 49,673 | ||
Unbilled receivables | 12,483 | 12,483 | 12,315 | ||
Recognized revenue | 7,293 | $ 4,728 | 32,287 | $ 31,377 | |
Capitalized costs | 5,483 | 5,483 | 1,605 | ||
Capitalized cost, recognized | 723 | $ 324 | 1,813 | $ 433 | |
Service and Fee | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Deferred revenue | 89,157 | 89,157 | $ 69,507 | ||
Service and Fee | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenue, remaining performance obligation, amount | $ 57,058 | $ 57,058 | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 months | 3 months | |||
Service and Fee | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenue, remaining performance obligation, amount | $ 13,519 | $ 13,519 | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year | |||
Service and Fee | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenue, remaining performance obligation, amount | $ 8,637 | $ 8,637 | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year | |||
Service and Fee | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenue, remaining performance obligation, amount | $ 4,496 | $ 4,496 | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year | |||
Service and Fee | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenue, remaining performance obligation, amount | $ 2,105 | $ 2,105 | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year | |||
Service and Fee | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenue, remaining performance obligation, amount | $ 3,342 | $ 3,342 | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | (30.00%) | 26.80% |
Federal net operating loss carryforwards | $ 48,869 | |
State net operating loss carryforwards | 52,548 | |
Deferred tax assets valuation allowance | $ 65,900 |
EARNINGS PER SHARE - Additional
EARNINGS PER SHARE - Additional information (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Number of antidilutive securities were excluded from the computation of diluted net income (loss) per share (in shares) | 1,721,132 | 1,069,184 | 1,609,425 | 911,302 |
EARNINGS PER SHARE - Schedule o
EARNINGS PER SHARE - Schedule of basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to B. Riley Financial, Inc. | $ 47,837 | $ 50,550 | $ (102,384) | $ 380,882 |
Preferred stock dividends | (2,002) | (1,929) | (6,006) | (5,467) |
Net income (loss) available to common shareholders | 45,835 | 48,621 | (108,390) | 375,415 |
Net income (loss) available to common shareholders | $ 45,835 | $ 48,621 | $ (108,390) | $ 375,415 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 28,293,064 | 27,570,716 | 28,068,160 | 27,297,917 |
Effect of dilutive potential common shares: | ||||
Restricted stock units and warrants (in shares) | 1,675,353 | 1,223,350 | 0 | 1,428,575 |
Diluted (in shares) | 29,968,417 | 28,794,066 | 28,068,160 | 28,726,492 |
Basic (loss) income per common share (in dollars per share) | $ 1.62 | $ 1.76 | $ (3.86) | $ 13.75 |
Diluted (loss) income per common share (in dollars per share) | $ 1.53 | $ 1.69 | $ (3.86) | $ 13.07 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - Babcock & Wilcox Enterprises, Inc. € in Thousands, $ in Thousands | 6 Months Ended | 9 Months Ended | ||||
Jan. 20, 2022 USD ($) | Dec. 22, 2021 EUR (€) | Aug. 26, 2020 USD ($) | Aug. 10, 2020 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||||
Services fees | $ 750 | |||||
Indemnity amount | € 30,000 | $ 29,970 | ||||
Indemnity rider received | $ 600 | |||||
Payments for other fees | $ 1,694 | |||||
Guarantees | ||||||
Related Party Transaction [Line Items] | ||||||
Services fees | $ 935 | |||||
Maximum | Guarantees | ||||||
Related Party Transaction [Line Items] | ||||||
Contractual obligation | $ 110,000 |
SHARE-BASED PAYMENTS (Details)
SHARE-BASED PAYMENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Oct. 31, 2022 | Dec. 31, 2021 | Oct. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ 45,828 | $ 23,508 | |||||
Repurchase shares of common stock (in shares) | 571 | 44,650 | |||||
Repurchase of common stock amount | $ 27 | $ 2,656 | |||||
Preferred stock, shares issued (in shares) | 4,535 | 4,535 | 4,512 | ||||
Preferred stock, shares outstanding (in shares) | 4,535 | 4,535 | 4,512 | ||||
Preferred stock, liquidation preference | $ 113,380 | $ 113,380 | $ 112,790 | ||||
Common Stock, par value $0.0001 per share | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Authorized amount | $ 50,000 | ||||||
Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Authorized amount | $ 50,000 | ||||||
Depositary Shares for Series A Preferred Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued (in shares) | 19,659 | 207,599 | 19,659 | 207,599 | |||
Dividends per share (in dollars per share) | $ 0.4296875 | $ 0.4296875 | $ 0.4296875 | $ 0.4296875 | |||
Series A Preferred Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Preferred stock, shares issued (in shares) | 2,834,144 | 2,834,144 | 2,814,485 | ||||
Preferred stock, shares outstanding (in shares) | 2,834,144 | 2,834,144 | 2,814,485 | ||||
Preferred stock, liquidation preference | $ 70,854 | $ 70,854 | $ 70,362 | ||||
Depositary Shares for Series B Preferred Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued (in shares) | 3,941 | 307,148 | 3,941 | 307,148 | |||
Dividends per share (in dollars per share) | $ 0.4609375 | $ 0.4609375 | $ 0.4609375 | $ 0.4609375 | |||
Series B Preferred Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Preferred stock, shares issued (in shares) | 1,701,075 | 1,701,075 | 1,697,134 | ||||
Preferred stock, shares outstanding (in shares) | 1,701,075 | 1,701,075 | 1,697,134 | ||||
Preferred stock, liquidation preference | $ 42,527 | $ 42,527 | $ 42,428 | ||||
2021 Stock Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | 14,378 | $ 9,243 | $ 45,397 | $ 23,035 | |||
2021 Stock Incentive Plan | Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 559,168 | 423,660 | |||||
Grant date fair value | $ 31,859 | $ 29,439 | |||||
2021 Stock Incentive Plan | Restricted Stock Units | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
2021 Stock Incentive Plan | Restricted Stock Units | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 5 years | ||||||
2021 Stock Incentive Plan | Restricted Stock Units, Performance Based | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 65,000 | 1,100,000 | |||||
Grant date fair value | $ 2,329 | $ 40,876 | |||||
2021 Stock Incentive Plan | Restricted Stock Units, Performance Based | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 2 years | ||||||
2021 Stock Incentive Plan | Restricted Stock Units, Performance Based | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ 120 | $ 132 | $ 316 | $ 474 | |||
Shares reserved for issuance (in shares) | 398,442 | 398,442 | 450,717 |
NET CAPITAL REQUIREMENTS (Detai
NET CAPITAL REQUIREMENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
B. Riley Securities (“BRS”) | ||
Broker-Dealer, Net Capital Requirement [Line Items] | ||
Net capital | $ 153,244 | $ 277,611 |
Excess capital | 146,718 | 265,093 |
Required minimum net capital | 6,526 | 12,518 |
B. Riley Wealth Management (“BRWM”) | ||
Broker-Dealer, Net Capital Requirement [Line Items] | ||
Net capital | 14,915 | 13,833 |
Excess capital | 12,415 | 12,819 |
Required minimum net capital | $ 2,500 | $ 1,014 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 18, 2022 | Jul. 19, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Apr. 25, 2022 | Mar. 09, 2022 | Jan. 03, 2022 | Nov. 01, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||
Due from related party | $ 814 | $ 814 | $ 2,306 | |||||||||
Interest expense | 34,587 | $ 25,372 | 96,787 | $ 66,014 | ||||||||
Loans receivable, at fair value | $ 814,715 | $ 814,715 | $ 873,186 | |||||||||
Price per share acquired (in dollars per share) | $ 10 | |||||||||||
Subsequent Event | Targus | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest bears | 6.75% | |||||||||||
Business combination, consideration transferred | $ 250 | |||||||||||
Common Class A | FaZeClan Holdings, Inc | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Price per share acquired (in dollars per share) | $ 10 | |||||||||||
Common Class A | FaZeClan Holdings, Inc | B. Riley Financial | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares acquired (in shares) | 5,342,500 | |||||||||||
Executive Officer's and Board of Directors | B. Riley Partners Opportunity Fund | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Financial interest | 46.80% | 46.80% | ||||||||||
Co-Chief Executive Officer | B. Riley Partners Opportunity Fund | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Financial interest | 27.80% | 27.80% | ||||||||||
Funds from Mananagement Fees | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due from related party | $ 621 | |||||||||||
CA Global Partners, LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Other operating expenses | 1,635 | |||||||||||
B. Riley Partners Opportunity Fund | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest expense | $ 0 | 46 | $ 0 | 525 | ||||||||
Commissions trade Income | 0 | 131 | 0 | 553 | ||||||||
Whitehawk Capital Partners, L.P. | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Management fees | 0 | 142 | 1,173 | 1,588 | ||||||||
Babcock and Wilcox | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Underwriting and financial advisory fees | 65 | 401 | $ 129 | 12,749 | ||||||||
Written notice termination period | 30 days | |||||||||||
Services fees | $ 750 | |||||||||||
Performance fee | $ 1,000 | |||||||||||
The Arena Group Holdings, Inc. | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Loans receivable, at fair value | 68,575 | $ 68,575 | 69,835 | |||||||||
Interest on loan payable percentage | 10% | |||||||||||
Revenue from related parties | 0 | $ 2,023 | ||||||||||
California Natural Resources Group, LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Loans receivable, at fair value | $ 34,393 | |||||||||||
Interest bears | 10% | |||||||||||
California Natural Resources Group, LLC | Indirect Guarantee of Indebtedness | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt and lease obligation | $ 10,375 | |||||||||||
Investee | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Loans receivable, at fair value | $ 10,000 | $ 10,000 | ||||||||||
Investee | Underwriting and Financial Advisory Fee | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Revenue from related parties | 9,632 | |||||||||||
Other Related Party | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Loans receivable, at fair value | 0 | 0 | $ 4,201 | |||||||||
Underwriting and financial advisory and other fees | $ 35 | $ 20,868 | $ 4,071 | $ 25,059 |
BUSINESS SEGMENTS - Schedule of
BUSINESS SEGMENTS - Schedule of reportable segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Services and fees | $ 266,485 | $ 301,497 | $ 678,065 | $ 857,109 |
Trading income (losses) and fair value adjustments on loans | 12,154 | 18,197 | (280,163) | 317,818 |
Interest income - Loans and securities lending | 57,594 | 26,869 | 182,855 | 89,280 |
Sale of goods | 4,130 | 34,959 | 7,895 | 54,244 |
Total revenues | 340,363 | 381,522 | 588,652 | 1,318,451 |
Direct cost of services | (44,523) | (18,019) | (73,959) | (41,435) |
Cost of goods sold | (3,089) | (12,442) | (7,334) | (21,394) |
Selling, general and administrative expenses | (163,727) | (244,218) | (506,062) | (635,484) |
Restructuring charge | (8,016) | 0 | (8,016) | 0 |
Interest expense - Securities lending and loan participations sold | (17,447) | (10,097) | (43,757) | (40,269) |
Depreciation and amortization | (26,526) | (19,066) | ||
Operating income (loss) | 103,561 | 96,746 | (50,476) | 579,869 |
Corporate and other expenses | (19,832) | (17,987) | (44,368) | (42,007) |
Interest income | 686 | 70 | 1,253 | 175 |
Change in fair value of financial instruments and other | (574) | 1,758 | 9,728 | 8,267 |
(Loss) income from equity investments | (91) | 1,149 | 3,285 | 1,172 |
Interest expense | (34,587) | (25,372) | (96,787) | (66,014) |
Income (loss) before income taxes | 68,995 | 74,351 | (132,997) | 523,469 |
(Provision for) benefit from income taxes | (16,350) | (22,693) | 39,858 | (140,113) |
Net income (loss) | 52,645 | 51,658 | (93,139) | 383,356 |
Net income attributable to noncontrolling interests and redeemable noncontrolling interests | 4,808 | 1,108 | 9,245 | 2,474 |
Net income (loss) attributable to B. Riley Financial, Inc. | 47,837 | 50,550 | (102,384) | 380,882 |
Preferred stock dividends | 2,002 | 1,929 | 6,006 | 5,467 |
Net income (loss) available to common shareholders | 45,835 | 48,621 | (108,390) | 375,415 |
Net income (loss) available to common shareholders | 45,835 | 48,621 | (108,390) | 375,415 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | 123,393 | 114,733 | (6,108) | 621,876 |
Capital Markets Segment | ||||
Segment Reporting Information [Line Items] | ||||
Interest income - Loans and securities lending | 55,054 | 26,869 | 178,879 | 89,280 |
Total revenues | 179,398 | 178,653 | 145,366 | 832,440 |
Capital Markets Segment | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Services and fees | 113,217 | 134,849 | 249,727 | 431,825 |
Trading income (losses) and fair value adjustments on loans | 11,127 | 16,935 | (283,240) | 311,335 |
Interest income - Loans and securities lending | 55,054 | 26,869 | 178,879 | 89,280 |
Total revenues | 179,398 | 178,653 | 145,366 | 832,440 |
Selling, general and administrative expenses | (35,673) | (80,152) | (115,655) | (231,765) |
Interest expense - Securities lending and loan participations sold | (17,447) | (10,097) | (43,757) | (40,269) |
Depreciation and amortization | (2,174) | (514) | (6,271) | (1,526) |
Operating income (loss) | 124,104 | 87,890 | (20,317) | 558,880 |
Wealth Management Segment | ||||
Segment Reporting Information [Line Items] | ||||
Interest income - Loans and securities lending | 0 | 0 | 0 | 0 |
Total revenues | 48,172 | 118,834 | 188,040 | 277,041 |
Restructuring charge | (4,107) | |||
Wealth Management Segment | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Services and fees | 47,145 | 117,572 | 184,963 | 270,558 |
Trading income (losses) and fair value adjustments on loans | 1,027 | 1,262 | 3,077 | 6,483 |
Total revenues | 48,172 | 118,834 | 188,040 | 277,041 |
Selling, general and administrative expenses | (52,302) | (110,157) | (206,438) | (260,331) |
Restructuring charge | (4,106) | 0 | (4,106) | 0 |
Depreciation and amortization | (1,261) | (2,093) | (4,402) | (6,832) |
Operating income (loss) | (9,497) | 6,584 | (26,906) | 9,878 |
Auction and Liquidation Segment | ||||
Segment Reporting Information [Line Items] | ||||
Interest income - Loans and securities lending | 2,540 | 0 | 3,976 | 0 |
Sale of goods | 2,550 | 34,327 | 2,550 | 52,162 |
Total revenues | 7,039 | 37,072 | 14,318 | 67,799 |
Auction and Liquidation Segment | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Services and fees | 1,949 | 2,745 | 7,792 | 15,637 |
Interest income - Loans and securities lending | 2,540 | 0 | 3,976 | 0 |
Sale of goods | 2,550 | 34,327 | 2,550 | 52,162 |
Total revenues | 7,039 | 37,072 | 14,318 | 67,799 |
Direct cost of services | (2,999) | (13,622) | (6,630) | (27,742) |
Cost of goods sold | (1,235) | (11,999) | (1,235) | (19,578) |
Selling, general and administrative expenses | (2,228) | (5,153) | (6,225) | (9,719) |
Operating income (loss) | 577 | 6,298 | 228 | 10,760 |
Financial Consulting Segment | ||||
Segment Reporting Information [Line Items] | ||||
Interest income - Loans and securities lending | 0 | 0 | 0 | 0 |
Total revenues | 22,835 | 21,291 | 73,081 | 66,435 |
Financial Consulting Segment | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Services and fees | 22,835 | 21,291 | 73,081 | 66,435 |
Selling, general and administrative expenses | (20,056) | (18,436) | (60,947) | (55,896) |
Depreciation and amortization | (75) | (86) | (234) | (273) |
Operating income (loss) | 2,704 | 2,769 | 11,900 | 10,266 |
Principal Investments- Communications and Other Segment | ||||
Segment Reporting Information [Line Items] | ||||
Interest income - Loans and securities lending | 0 | 0 | 0 | 0 |
Sale of goods | 631 | 2,081 | ||
Total revenues | 77,896 | 19,300 | 153,093 | 59,475 |
Restructuring charge | (3,909) | |||
Principal Investments- Communications and Other Segment | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Services and fees | 76,316 | 18,669 | 147,748 | 57,394 |
Sale of goods | 1,580 | 631 | 5,345 | 2,081 |
Total revenues | 77,896 | 19,300 | 153,093 | 59,475 |
Direct cost of services | (41,524) | (4,397) | (67,329) | (13,693) |
Cost of goods sold | (1,854) | (443) | (6,099) | (1,816) |
Selling, general and administrative expenses | (22,267) | (5,458) | (44,103) | (15,096) |
Restructuring charge | (3,910) | 0 | (3,910) | 0 |
Depreciation and amortization | (6,435) | (2,496) | (13,255) | (7,558) |
Operating income (loss) | 1,906 | 6,506 | 18,397 | 21,312 |
Brands Segment | ||||
Segment Reporting Information [Line Items] | ||||
Interest income - Loans and securities lending | 0 | 0 | 0 | 0 |
Total revenues | 5,023 | 6,372 | 14,754 | 15,261 |
Brands Segment | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Services and fees | 5,023 | 6,372 | 14,754 | 15,261 |
Selling, general and administrative expenses | (845) | (972) | (2,419) | (2,338) |
Depreciation and amortization | (579) | (714) | (1,745) | (2,143) |
Operating income (loss) | $ 3,599 | $ 4,686 | $ 10,590 | $ 10,780 |
BUSINESS SEGMENTS - Schedule _2
BUSINESS SEGMENTS - Schedule of revenues by geographical area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Services and fees | $ 266,485 | $ 301,497 | $ 678,065 | $ 857,109 |
Trading income (losses) and fair value adjustments on loans | 12,154 | 18,197 | (280,163) | 317,818 |
Sale of goods | 4,130 | 34,959 | 7,895 | 54,244 |
Interest income - Loans and securities lending | 57,594 | 26,869 | 182,855 | 89,280 |
Revenues | 340,363 | 381,522 | 588,652 | 1,318,451 |
North America | ||||
Segment Reporting Information [Line Items] | ||||
Services and fees | 261,600 | 300,340 | 667,969 | 854,429 |
Trading income (losses) and fair value adjustments on loans | 12,154 | 18,197 | (280,163) | 317,818 |
Sale of goods | 4,130 | 631 | 7,895 | 8,169 |
Interest income - Loans and securities lending | 57,594 | 26,869 | 182,855 | 89,280 |
Revenues | 335,478 | 346,037 | 578,556 | 1,269,696 |
Europe | ||||
Segment Reporting Information [Line Items] | ||||
Services and fees | 4,885 | 1,157 | 10,096 | 2,680 |
Sale of goods | 0 | 34,328 | 0 | 46,075 |
Revenues | $ 4,885 | $ 35,485 | $ 10,096 | $ 48,755 |
BUSINESS SEGMENTS - Additional
BUSINESS SEGMENTS - Additional information (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 16,174 | $ 12,870 |
North America | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 12,870 |