Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 24, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | B. RILEY FINANCIAL, INC. | ||
Trading Symbol | RILY | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 27,191,092 | ||
Entity Public Float | $ 418,100,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001464790 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-37503 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-0223495 | ||
Entity Address, Address Line One | 11100 Santa Monica Blvd., | ||
Entity Address, Address Line Two | Suite 800 | ||
Entity Address, City or Town | Los Angeles | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90025 | ||
City Area Code | (310) | ||
Local Phone Number | 966-1444 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Cash and cash equivalents | $ 103,602 | $ 104,268 |
Restricted cash | 1,235 | 471 |
Due from clearing brokers | 7,089 | 23,818 |
Securities and other investments owned, at fair value | 777,319 | 408,213 |
Securities borrowed | 765,457 | 814,331 |
Accounts receivable, net | 46,518 | 46,624 |
Due from related parties | 986 | 5,832 |
Advances against customer contracts | 200 | 27,347 |
Loans receivable, at fair value (includes $295,809 from related parties at December 31, 2020) | 390,689 | 43,338 |
Loans receivable, at cost (includes $157,080 from related parties at December 31, 2019) | 225,848 | |
Prepaid expenses and other assets | 87,262 | 81,808 |
Operating lease right-of-use assets | 48,799 | 47,809 |
Property and equipment, net | 11,685 | 12,727 |
Goodwill | 227,046 | 223,697 |
Other intangible assets, net | 190,745 | 220,525 |
Deferred tax assets, net | 4,098 | 31,522 |
Total assets | 2,662,730 | 2,318,178 |
Liabilities: | ||
Accounts payable | 2,722 | 4,477 |
Accrued expenses and other liabilities | 168,478 | 130,714 |
Deferred revenue | 68,651 | 67,121 |
Deferred tax liabilities, net | 34,248 | |
Due to related parties and partners | 327 | 1,750 |
Due to clearing brokers | 13,672 | |
Securities sold not yet purchased | 10,105 | 41,820 |
Securities loaned | 759,810 | 810,495 |
Mandatorily redeemable noncontrolling interests | 4,700 | 4,616 |
Operating lease liabilities | 60,778 | 61,511 |
Notes payable | 37,967 | 38,167 |
Loan participations sold | 17,316 | 12,478 |
Term loan | 74,213 | 66,666 |
Senior notes payable, net | 870,783 | 688,112 |
Total liabilities | 2,123,770 | 1,927,927 |
Commitments and contingencies (Note 17) | ||
B. Riley Financial, Inc. stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 3,971 and 2,349 shares issued and outstanding as of December 31, 2020 and 2019, respectively; liquidation preference of $99,260 and $58,723 as of December 31, 2020 and 2019, respectively. | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 25,777,796 and 26,972,332 issued and outstanding as of December 31, 2020 and 2019, respectively. | 3 | 3 |
Additional paid-in capital | 310,326 | 323,109 |
Retained earnings | 203,080 | 39,536 |
Accumulated other comprehensive loss | (823) | (1,988) |
Total B. Riley Financial, Inc. stockholders’ equity | 512,586 | 360,660 |
Noncontrolling interests | 26,374 | 29,591 |
Total equity | 538,960 | 390,251 |
Total liabilities and equity | $ 2,662,730 | $ 2,318,178 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Loans receivable from related parties (in Dollars) | $ 295,809 | $ 157,080 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 3,971 | 2,349 |
Preferred stock, outstanding | 3,971 | 2,349 |
Preferred Stock, Liquidation preference (in Dollars) | $ 99,260 | $ 58,723 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 25,777,796 | 26,972,332 |
Common stock, outstanding | 25,777,796 | 26,972,332 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | |||
Services and fees | $ 667,069 | $ 460,493 | $ 392,080 |
Trading income (loss) and fair value adjustments on loans | 104,018 | 106,463 | (8,004) |
Interest income - Loans and securities lending | 102,499 | 77,221 | 38,277 |
Sale of goods | 29,135 | 7,935 | 638 |
Total revenues | 902,721 | 652,112 | 422,991 |
Operating expenses: | |||
Direct cost of services | 60,451 | 58,824 | 34,754 |
Cost of goods sold | 12,460 | 7,575 | 800 |
Selling, general and administrative expenses | 428,537 | 385,219 | 310,508 |
Restructuring charge | 1,557 | 1,699 | 8,506 |
Impairment of tradenames | 12,500 | ||
Interest expense - Securities lending and loan participations sold | 42,451 | 32,144 | 23,039 |
Total operating expenses | 557,956 | 485,461 | 377,607 |
Operating income | 344,765 | 166,651 | 45,384 |
Other income (expense): | |||
Interest income | 564 | 1,577 | 1,326 |
(Loss) income from equity investments | (623) | (1,431) | 7,986 |
Interest expense | (65,249) | (50,205) | (33,393) |
Income before income taxes | 279,457 | 116,592 | 21,303 |
Provision for income taxes | (75,440) | (34,644) | (4,903) |
Net income | 204,017 | 81,948 | 16,400 |
Net (loss) income attributable to noncontrolling interests | (1,131) | 337 | 891 |
Net income attributable to B. Riley Financial, Inc. | 205,148 | 81,611 | 15,509 |
Preferred stock dividends | 4,710 | 264 | |
Net income available to common shareholders | $ 200,438 | $ 81,347 | $ 15,509 |
Basic income per common share (in Dollars per share) | $ 7.83 | $ 3.08 | $ 0.60 |
Diluted income per common share (in Dollars per share) | $ 7.56 | $ 2.95 | $ 0.58 |
Weighted average basic common shares outstanding (in Shares) | 25,607,278 | 26,401,036 | 25,937,305 |
Weighted average diluted common shares outstanding (in Shares) | 26,508,397 | 27,529,157 | 26,764,856 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 204,017 | $ 81,948 | $ 16,400 |
Other comprehensive income (loss): | |||
Change in cumulative translation adjustment | 1,165 | 173 | (1,627) |
Other comprehensive income (loss), net of tax | 1,165 | 173 | (1,627) |
Total comprehensive income | 205,182 | 82,121 | 14,773 |
Comprehensive (loss) income attributable to noncontrolling interests | (1,131) | 337 | 891 |
Comprehensive income attributable to B. Riley Financial, Inc. | $ 206,313 | $ 81,784 | $ 13,882 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests |
Balance at Dec. 31, 2017 | $ 265,846 | $ 2 | $ 259,980 | $ 6,582 | $ (534) | $ (184) | |
Balance (in Shares) at Dec. 31, 2017 | 26,569,462 | ||||||
Issuance of common stock for acquisition of GlassRatner Advisory & Capital Group LLC | 8,050 | 8,050 | |||||
Issuance of common stock for acquisition of GlassRatner Advisory & Capital Group LLC (in Shares) | 405,817 | ||||||
ESPP shares issued and vesting of restricted stock, net of shares withheld for employer taxes | (3,731) | (3,731) | |||||
ESPP shares issued and vesting of restricted stock, net of shares withheld for employer taxes (in Shares) | 682,442 | ||||||
Common shares cancelled - resolution of escrow claim | |||||||
Common shares cancelled - resolution of escrow claim (in Shares) | (21,233) | ||||||
Common stock repurchased and retired | (18,703) | (18,703) | |||||
Common stock repurchased and retired (in Shares) | (1,033,133) | ||||||
Share based payments | 13,042 | 13,042 | |||||
Dividends on common stock | (20,512) | (20,512) | |||||
Net income (loss) | 16,295 | 15,509 | 786 | ||||
Foreign currency translation adjustment | (1,627) | (1,627) | |||||
Balance at Dec. 31, 2018 | 258,660 | $ 2 | 258,638 | 1,579 | (2,161) | 602 | |
Balance (in Shares) at Dec. 31, 2018 | 26,603,355 | ||||||
Common stock issued | 63 | 63 | |||||
Common stock issued (in Shares) | 2,248 | ||||||
Preferred stock issued | 56,566 | 56,566 | |||||
Preferred stock issued (in Shares) | 2,349 | ||||||
Issuance of common stock warrant for purchase of BR Brand Holdings, LLC | 990 | 990 | |||||
ESPP shares issued and vesting of restricted stock, net of shares withheld for employer taxes | (2,013) | $ 1 | (2,014) | ||||
ESPP shares issued and vesting of restricted stock, net of shares withheld for employer taxes (in Shares) | 604,661 | ||||||
Common stock repurchased and retired | (4,273) | (4,273) | |||||
Common stock repurchased and retired (in Shares) | (237,932) | ||||||
Warrants repurchased and retired | (2,777) | (2,777) | |||||
Share based payments | 15,916 | 15,916 | |||||
Dividends on common stock | (43,390) | (43,390) | |||||
Dividends on preferred stock | (264) | (264) | |||||
Net income (loss) | 81,948 | 81,611 | 337 | ||||
Distributions to noncontrolling interests | (721) | (721) | |||||
Noncontrolling interest from purchase of BR Brand Holdings, LLC | 29,373 | 29,373 | |||||
Foreign currency translation adjustment | 173 | 173 | |||||
Balance at Dec. 31, 2019 | 390,251 | $ 3 | 323,109 | 39,536 | (1,988) | 29,591 | |
Balance (in Shares) at Dec. 31, 2019 | 2,349 | 26,972,332 | |||||
Preferred stock issued | 39,455 | 39,455 | |||||
Preferred stock issued (in Shares) | 1,622 | ||||||
ESPP shares issued and vesting of restricted stock, net of shares withheld for employer taxes | (22,578) | (22,578) | |||||
ESPP shares issued and vesting of restricted stock, net of shares withheld for employer taxes (in Shares) | 1,358,212 | ||||||
Common stock repurchased and retired | (48,248) | (48,248) | |||||
Common stock repurchased and retired (in Shares) | (2,552,748) | ||||||
Share based payments | 18,588 | 18,588 | |||||
Dividends on common stock | (36,894) | (36,894) | |||||
Dividends on preferred stock | (4,710) | (4,710) | |||||
Net income (loss) | 204,017 | 205,148 | (1,131) | ||||
Distributions to noncontrolling interests | (2,690) | (2,690) | |||||
Contributions from noncontrolling interests | 604 | 604 | |||||
Foreign currency translation adjustment | 1,165 | 1,165 | |||||
Balance at Dec. 31, 2020 | $ 538,960 | $ 3 | $ 310,326 | $ 203,080 | $ (823) | $ 26,374 | |
Balance (in Shares) at Dec. 31, 2020 | 3,971 | 25,777,796 |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends on common stock per share | $ 1.325 | $ 1.49 | $ 0.74 |
Dividends on preferred stock per share | $ 1,718.75 | $ 114.58 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net income | $ 204,017 | $ 81,948 | $ 16,400 |
Adjustments to reconcile net income to net cash used in operating activities: | |||
Depreciation and amortization | 19,369 | 19,048 | 13,809 |
Provision for doubtful accounts | 3,385 | 2,126 | 1,308 |
Share-based compensation | 18,588 | 15,916 | 13,042 |
Fair value adjustments, non-cash | 21,954 | 12,258 | |
Non-cash interest and other | (16,810) | (12,267) | 4,068 |
Effect of foreign currency on operations | (460) | (78) | (916) |
Loss (income) from equity investments | 623 | 1,431 | (7,986) |
Dividends from equity investments | 1,343 | 3,194 | 2,628 |
Deferred income taxes | 61,619 | 10,874 | 1,990 |
Impairment of leaseholds and intangibles, lease loss accrual and gain on disposal of fixed assets | 14,107 | (286) | 4,142 |
Gain on extinguishment of debt | (1,556) | ||
Income allocated and fair value adjustment for mandatorily redeemable noncontrolling interests | 1,230 | 1,220 | 1,222 |
Change in operating assets and liabilities: | |||
Amounts due to/from clearing brokers | 30,401 | 13,920 | (6,259) |
Securities and other investments owned | (331,759) | (178,023) | (128,217) |
Securities borrowed | 48,873 | 117,015 | (124,257) |
Accounts receivable and advances against customer contracts | 24,488 | (33,927) | (12,948) |
Prepaid expenses and other assets | 4,423 | 9,588 | (24,395) |
Accounts payable, accrued payroll and related expenses, accrued expenses and other liabilities | 31,301 | 32,553 | 3,559 |
Amounts due to/from related parties and partners | 3,423 | (4,781) | 4,705 |
Securities sold, not yet purchased | (31,715) | 4,197 | 9,332 |
Deferred revenue | 1,530 | (3,098) | (564) |
Securities loaned | (50,685) | (120,026) | 127,151 |
Net cash provided by (used in) operating activities | 57,689 | (27,198) | (102,186) |
Cash flows from investing activities: | |||
Purchases of loans receivable | (207,466) | (343,811) | (38,794) |
Repayments of loans receivable | 90,083 | 159,186 | |
Sale of loan receivable to related party | 1,800 | ||
Proceeds from loan participations sold | 6,900 | 31,806 | |
Repayment of loan participations sold | (2,233) | (18,911) | |
Asset acquisition - BR Brand, net of cash acquired $2,160 | (114,912) | ||
Acquisition of magicJack, net of cash acquired $53,875 | (89,240) | ||
Acquisition of other businesses | (1,500) | (4,000) | |
Proceeds from sale of division of magicJack | 6,196 | ||
Purchases of property, equipment and intangible assets | (2,045) | (3,461) | (5,432) |
Proceeds from sale of property, equipment and intangible assets | 1 | 513 | 37 |
Purchases of equity investments | (13,986) | (33,391) | (16,640) |
Distributions from equity investments | 18,195 | ||
Net cash used in investing activities | (128,446) | (298,590) | (154,069) |
Cash flows from financing activities: | |||
Proceeds from asset based credit facility | 140,439 | 300,000 | |
Repayment of asset based credit facility | (37,096) | (103,343) | (300,000) |
Proceeds from notes payable | 51,020 | ||
Repayment of notes payable | (357) | (478) | (51,713) |
Payment of participating note payable and contingent consideration | (4,250) | (4,250) | |
Proceeds from term loan | 75,000 | 10,000 | 80,000 |
Repayment of term loan | (67,266) | (22,734) | |
Proceeds from issuance of senior notes | 186,796 | 281,924 | 258,997 |
Redemption of senior notes | (1,829) | (52,154) | |
Payment of debt issuance costs | (3,359) | (3,425) | (7,260) |
Payment of employment taxes on vesting of restricted stock | (22,578) | (2,022) | (3,731) |
Common dividends paid | (38,792) | (41,138) | (22,684) |
Preferred dividends paid | (4,710) | (264) | |
Repurchase of common stock | (48,248) | (4,273) | (18,703) |
Repurchase of warrants | (2,777) | ||
Distribution to noncontrolling interests | (3,826) | (1,958) | (1,067) |
Contributions from noncontrolling interests | 604 | ||
Proceeds from offering common stock | 63 | ||
Proceeds from offering preferred stock | 39,455 | 56,566 | |
Net cash provided by financing activities | 69,544 | 250,176 | 284,859 |
(Decrease) increase in cash, cash equivalents and restricted cash | (1,213) | (75,612) | 28,604 |
Effect of foreign currency on cash, cash equivalents and restricted cash | 1,311 | 73 | (860) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 98 | (75,539) | 27,744 |
Cash, cash equivalents and restricted cash, beginning of year | 104,739 | 180,278 | 152,534 |
Cash, cash equivalents and restricted cash, end of year | 104,837 | 104,739 | 180,278 |
Supplemental disclosures: | |||
Interest paid | 98,595 | 75,625 | 50,103 |
Taxes paid | $ 2,368 | $ 8,649 | $ 6,497 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parentheticals) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
BR Brand [Member] | |
Net of cash acquired | $ 2,160 |
MagicJack [Member] | |
Net of cash acquired | $ 53,875 |
Organization and Nature of Busi
Organization and Nature of Business Operations | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS OPERATIONS | NOTE 1—ORGANIZATION AND NATURE OF BUSINESS OPERATIONS B. Riley Financial, Inc. and its subsidiaries (collectively, the “Company”) provide investment banking and financial services to corporate, institutional and high net worth clients, and asset disposition, financial consulting, appraisal and capital advisory services to a wide range of retail, wholesale and industrial clients, as well as lenders, capital providers, private equity investors and professional services firms throughout the United States, Australia, Canada, and Europe and consumer Internet access and cloud communication services through its wholly-owned subsidiaries United Online, Inc. (“UOL” or “United Online”) and magicJack VocalTec Ltd. (“magicJack”). The Company acquired a majority ownership interest in BR Brands Holding, LLC (“BR Brands” or “Brands”) on October 28, 2019, which provides licensing of trademarks. During the fourth quarter of 2020, the Company realigned its segment reporting structure to reflect organizational management changes. Under the new structure, the valuation and appraisal businesses are reported in the Financial Consulting segment and our bankruptcy, financial advisory, forensic accounting, and real estate consulting businesses that were previously reported in the Capital Markets segment are now reported as part of the Financial Consulting segment. In conjunction with the new reporting structure, the Company recast its segment presentation for all periods presented. The Company operates in five operating segments: (i) Capital Markets, through which the Company provides investment banking, corporate finance, securities lending, restructuring, research, sales and trading and wealth management services to corporate, institutional and high net worth clients; (ii) 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; (iii) Financial Consulting, through which the Company provides bankruptcy, financial advisory, forensic accounting, real estate consulting and valuation and appraisal services; (iv) Principal Investments - United Online and magicJack, through which the Company provides consumer Internet access and related subscription services from United Online and cloud communication services primarily through the magicJack devices; and (v) Brands, which is focused on generating revenue through the licensing of trademarks. On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. Coming into 2021, the full impact of the COVID-19 outbreak continues to evolve, as countries across the world manage repeated waves of the pandemic and vaccines come to market. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions and the success of vaccines in slowing or halting the pandemic. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy continue to be highly uncertain and cannot be predicted. If the financial markets and/or the overall economy continue to be impacted, the Company’s results of operations, financial position and cash flows may be materially adversely affected. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ( a) Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of B. Riley Financial, Inc. and its wholly-owned and majority-owned subsidiaries. The consolidated financial statements also include the accounts of Great American Global Partners, LLC which is controlled by the Company as a result of its ownership of a 50% member interest, appointment of two of the three executive officers and significant influence over the funding of operations. All intercompany accounts and transactions have been eliminated upon consolidation. The accounting guidance requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a Variable Interest Entity (“VIE”); to eliminate the solely quantitative approach previously required for determining the primary beneficiary of a VIE; to add an additional reconsideration event for determining whether an entity is a VIE when any changes in facts and circumstances occur such that holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity’s economic performance; and to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a VIE. (b) Use of Estimates The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expense during the reporting period. Estimates are used when accounting for certain items such as valuation of securities, allowance for doubtful accounts, the fair value of intangible assets and goodwill, the fair value of mandatorily redeemable noncontrolling interests, fair value of share based arrangements and accounting for income tax valuation allowances, recovery of contract assets and sales returns and allowances. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ. (c) Revenue Recognition On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers Revenues are recognized when control of the promised goods or performance obligations for services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services. Revenues from contracts with customers in the Capital Markets segment, Auction and Liquidation segment, Financial Consulting segment, Principal Investments – United Online and magicJack segment and Brands segment are primarily comprised of the following: Capital Markets segment Fees from wealth and asset management services consist primarily of investment management fees that are recognized over the period the performance obligation for the services are provided. Investment management fees are primarily comprised of fees for investment management services and are generally based on the dollar amount of the assets being managed. Revenues from sales and trading are recognized when the performance obligation is satisfied and include commissions resulting from equity securities transactions executed as agent or principal and are recorded on a trade date basis and fees paid for equity research. Revenues from other sources in the Capital Markets segment is primarily comprised of (i) interest income from loans receivable and securities lending activities, (ii) related net trading gains and losses from market making activities, the commitment of capital to facilitate customer orders and fair value adjustments on loans, (iii) trading activities from the Company’s principal investments in equity and other securities for the Company’s account, and (iv) other income. Interest income from securities lending activities consists of interest income from equity and fixed income securities that are borrowed from one party and loaned to another. The Company maintains relationships with a broad group of banks and broker-dealers to facilitate the sourcing, borrowing and lending of equity and fixed income securities in a “matched book” to limit the Company’s exposure to fluctuations in the market value or securities borrowed and securities loaned. Other revenues include (i) net trading gains and losses from market making activities in the Company’s fixed income group, (ii) carried interest from the Company’s asset management recognized as earnings from financial assets within the scope of ASC 323 - Investments - Equity Method and Joint Ventures Revenue from Contracts with Customers Investments - Equity Method and Joint Ventures Auction and Liquidation segment Revenues earned from Auction and Liquidation services contracts where the Company guarantees a minimum recovery value for goods being sold at auction or liquidation are recognized over time when the performance obligation is satisfied. The Company generally uses the cost-to-cost measure of progress for the Company’s contracts because it best depicts the transfer of services to the customer which occurs as the Company incurs costs on its contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. Costs to fulfill the contract include labor and other direct costs incurred by the company related to the contract. Due to the nature of the guarantees and performance obligations under these contracts, the estimation of revenue that is ultimately earned is complex and subject to many variables and requires significant judgment. It is common for these contracts to contain provisions that can either increase or decrease the transaction price upon completion of the Company’s performance obligations under the contract. Estimated amounts are included in the transaction price at the most likely amount it is probable that a significant reversal of revenue will not occur. The Company estimates of variable consideration and determination of whether or not to include estimated amounts in the transaction price are based on an assessment of the Company’s anticipated performance under the contract taking into consideration all historical, current and forecasted information that is reasonably available to the Company. Costs that directly relate to the contract and expected to be recoverable are capitalized as an asset and included in advances against customer contracts in the accompanying consolidated balance sheets. These costs are amortized as the services are transferred to the customer over the contract period, which generally does not exceed six months, and the expense is recognized as a component of direct cost of services. If, during the auction or liquidation sale, the Company determines that the total costs to be incurred on a performance obligation under a contract exceeds the total estimated revenues to be earned, a provision for the entire loss on the performance obligation is recognized in the period the loss is determined. If the Company determines that the variable consideration used in the initial determination of the transaction price for the contract is such that the total recoveries from the auction or liquidation will not exceed the guaranteed recovery values or advances made in accordance with the contract, the transaction price will be reduced and a loss or negative revenue could result from the performance obligation. A provision for the entire loss as negative revenue on the performance obligation is recognized in the period the loss is determined. Financial Consulting segment Principal Investments – United Online and magicJack segment Service revenues from fees charged to United Online pay accounts are recognized in the period in which fees are fixed or determinable and the related services are provided to the customer. The Company’s pay accounts generally pay in advance for their services by credit card, PayPal, automated clearinghouse or check, and revenues are then recognized ratably over the service period. Advance payments from pay accounts are recorded in the consolidated balance sheets as deferred revenue. In circumstances where payment is not received in advance, revenues are only recognized if collectability is probable. Revenues from sales of the magicJack devices and access rights represent revenues recognized from sales of the magicJack devices to retailers, wholesalers, or direct to customers, net of returns, over the period associated with the access right period. Revenues for the device and initial access right were accounted for as a combined unit of accounting and recognized ratably over the service term. The transaction price for magicJack devices is allocated between equipment and service based on stand-alone selling prices. Revenues allocated to equipment are recognized upon delivery (when control transfers to the customer), and service revenue is recognized ratably over the service term. The Company estimates the return of direct sales as part of the transaction price using a six month rolling average of historical returns. Revenues for hardware and shipping are recognized at the time of delivery and revenues for services are recognized ratably over the service term. The Company recognizes revenue for hardware based on delivery terms to the retailer and revenue for service is deferred for the delay period and recognized ratably over the remaining access right period. Revenues from access rights renewals and mobile apps represents revenues from customers purchasing rights to access the Company’s servers beyond the access right period included in a magicJack device or magicJack service. The extended access right ranges from one to five years. These fees charged to customers are initially deferred and recognized as revenue ratably over the extended access right period. Revenues from access rights granted to users of the magicJack Apps are recognized ratably over the access right period. Revenues from the sale of other magicJack related products are revenues recognized from the sale of other items related to the magicJack devices and access right renewals the Company offers its customers, including porting fees charged to customers to port their existing phone number to a magicJack device or services, fees charged for customer to select a custom, vanity or Canadian phone number and fees charged to customers to change their existing number. These revenues are recognized at the time of sale. Prepaid minutes revenues are primarily from the usage and expiration of international prepaid minutes, net of chargebacks. Revenues from prepaid minutes are recognized as minutes are used. Revenues from access and wholesale charges are generated from access fees charged to other telecommunication carriers or providers for Interexchange Carriers (“IXC”) calls terminated to the Company’s end-users, and other fees charged to telecommunication carriers or providers for origination of calls to their 800-numbers. These revenues are recorded based on rates set forth in the respective state and federal tariffs or negotiated contract rates, less provisions for billing adjustments. Revenues from access and wholesale charges are recognized as calls are terminated to the network. UCaaS revenues are recurring monthly service revenue from sales of its hosted services. Customers are billed monthly in advance for these recurring services and in arrears for one time service charges and other certain usage charges. UCaaS revenues also includes non-recurring revenue from the sale of hardware and network equipment. Revenues for recurring monthly service are recorded in the period the services are provided over the term of the respective customer agreements and revenue from the sale of hardware and network equipment is recognized in the period that the equipment is delivered and put into service. Advertising revenues consist primarily of amounts from the Company’s Internet search partner that are generated as a result of users utilizing the partner’s Internet search services and amounts generated from display advertisements. The Company recognizes such advertising revenues in the period in which the advertisement is displayed or, for performance-based arrangements, when the related performance criteria are met. In determining whether an arrangement exists, the Company ensures that a written contract is in place, such as a standard insertion order or a customer-specific agreement. The Company assesses whether performance criteria have been met and whether the fees are fixed or determinable based on a reconciliation of the performance criteria and the payment terms associated with the transaction. The reconciliation of the performance criteria generally includes a comparison of customer-provided performance data to the contractual performance obligation and to internal or third-party performance data in circumstances where that data is available. Brands segment Payments received as consideration for the grant of a license are recorded as deferred revenue at the time payment is received and recognized ratably as revenue over the term of the license agreement. Advanced royalty payments are recorded as deferred revenue at the time payment is received and recognized as revenue when earned. Revenue is not recognized unless collectability is probable. (d) Direct Cost of Services Direct cost of services relates to service and fee revenues. Direct costs of services include participation in profits under collaborative arrangements in which the Company is a majority participant. Direct costs of services also include the cost of consultants and other direct expenses related to Auction and Liquidation contracts pursuant to commission and fee based arrangements in the Auction and Liquidation segment. Direct cost of services in the Principal Investments - United Online and magicJack segment include cost of telecommunications and data center costs, personnel and overhead-related costs associated with operating the Company’s networks, servers and data centers, sales commissions associated with multi-year service plans, depreciation of network computers and equipment, amortization expense, third party advertising sales commissions, license fees, costs related to providing customer support, costs related to customer billing and processing of customer credit cards and associated bank fees. Direct cost of services does not include an allocation of the Company’s overhead costs. (e) Interest Expense - Securities Lending Activities and Loan Participations Sold Interest expense from securities lending activities is included in operating expenses related to operations in the Capital Markets segment. Interest expense from securities lending activities is incurred from equity and fixed income securities that are loaned to the Company and totaled $40,490, $30,739 and $23,039 for the years ended December 31, 2020, 2019 and 2018, respectively. Loan participations sold as of December 31, 2020 and 2019 totaled $17,316 and $12,478, respectively. Interest expense from loan participations sold totaled $1,961 and $1,405 for the years ended December 31, 2020 and 2019, respectively. (f) Concentration of Risk Revenues in the Capital Markets, Financial Consulting, Principal Investments - United Online and magicJack and Brands segments are currently primarily generated in the United States. Revenues in the Auction and Liquidation segment are primarily generated in the United States, Australia, Canada and Europe. The Company’s activities in the Auction and Liquidation segment are executed frequently with, and on behalf of, distressed customers and secured creditors. Concentrations of credit risk can be affected by changes in economic, industry, or geographical factors. The Company seeks to control its credit risk and potential risk concentration through risk management activities that limit the Company’s exposure to losses on any one specific liquidation services contract or concentration within any one specific industry. To mitigate the exposure to losses on any one specific liquidations services contract, the Company sometimes conducts operations with third parties through collaborative arrangements. The Company maintains cash in various federally insured banking institutions. The account balances at each institution periodically exceed the Federal Deposit Insurance Corporation’s (“FDIC”) insurance coverage, and as a result, there is a concentration of credit risk related to amounts in excess of FDIC insurance coverage. The Company has not experienced any losses in such accounts. The Company also has substantial cash balances from proceeds received from auctions and liquidation engagements that are distributed to parties in accordance with the collaborative arrangements. (g) Advertising Expenses The Company expenses advertising costs, which consist primarily of costs for printed materials, as incurred. Advertising costs totaled $3,013, $1,903 and $2,727 for the years ended December 31, 2020, 2019 and 2018, respectively. Advertising expense is included as a component of selling, general and administrative expenses in the accompanying consolidated statements of income. (h) Share-Based Compensation The Company’s share-based payment awards principally consist of grants of restricted stock, restricted stock units and costs associated with the Company’s employee stock purchase plan. In accordance with the applicable accounting guidance, share-based payment awards are classified as either equity or liabilities. For equity-classified awards, the Company measures compensation cost for the grant of membership interests at fair value on the date of grant and recognizes compensation expense in the consolidated statements of income over the requisite service or performance period the award is expected to vest. In June 2018, the Company adopted the 2018 Employee Stock Purchase Plan (“Purchase Plan”) which allows eligible employees to purchase common stock through payroll deductions at a price that is 85% of the market value of the common stock on the last day of the offering period. In accordance with the provisions of ASC 718, Compensation - Stock Compensation (i) Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect 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. (j) Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. (k) Restricted Cash As of December 31, 2020, restricted cash included $764 of cash collateral for foreign exchange contracts and $471 of collateral related to one of the Company’s telecommunication suppliers. As of December 31, 2019, restricted cash balance is $471 related to one of the Company’s telecommunication suppliers. (l) Securities Borrowed and Securities Loaned Securities borrowed and securities loaned are recorded based upon the amount of cash advanced or received. Securities borrowed transactions facilitate the settlement process and require the Company to deposit cash or other collateral with the lender. With respect to securities loaned, the Company receives collateral in the form of cash. The amount of collateral required to be deposited for securities borrowed, or received for securities loaned, is an amount generally in excess of the market value of the applicable securities borrowed or loaned. The Company monitors the market value of the securities borrowed and loaned on a daily basis, with additional collateral obtained, or excess collateral recalled, when deemed appropriate. The Company accounts for securities lending transactions in accordance with ASC “Topic 210: Balance Sheet,” which requires companies to report disclosures of offsetting assets and liabilities. The Company does not net securities borrowed and securities loaned and these items are presented on a gross basis in the consolidated balance sheets. (m) Due from/to Brokers, Dealers, and Clearing Organizations The Company clears all of its proprietary and customer transactions through other broker-dealers on a fully disclosed basis. The amount receivable from or payable to the clearing brokers represents the net of proceeds from unsettled securities sold, the Company’s clearing deposits and amounts receivable for commissions less amounts payable for unsettled securities purchased by the Company and amounts payable for clearing costs and other settlement charges. This amount also includes the cash collateral received for securities loaned less cash collateral for securities borrowed. Any amounts payable would be fully collateralized by all of the securities owned by the Company and held on deposit at the clearing broker. (n) Accounts Receivable Accounts receivable represents amounts due from the Company’s Auction and Liquidation, Financial Consulting, Capital Markets, Principal Investments - United Online and magicJack and Brands customers. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management utilizes the expected loss model. Management also considers historical losses adjusted for current market conditions and the customers’ financial condition and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. The Company’s bad debt expense and changes in the allowance for doubtful accounts for the years ended December 31, 2020 and 2019 are included in Note 6. (o) Leases The Company determines if an arrangement is, or contains, a lease at the inception date. Operating leases are included in right-of-use assets, with the related liabilities included in operating lease liabilities in the consolidated balance sheet. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. We use our estimated incremental borrowing rate in determining the present value of lease payments. Variable components of the lease payments such as fair market value adjustments, utilities, and maintenance costs are expensed as incurred and not included in determining the present value. Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components which are accounted for as a single lease component. See Note 9 for additional information on leases. (p) Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are 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 and amortization expense on property and equipment was $3,632, $5,202 and $4,674 for the years ended December 31, 2020, 2019 and 2018, respectively. (q) Loans Receivable The Company adopted the new credit loss standard effective January 1, 2020. Pursuant to ASU 2016-13 and its amendment ASU 2019-05, the Company elected the irrevocable fair value option for all outstanding loans receivable that were previously measured at amortized cost. Under the fair value option, loans receivable 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 income. These loans are no longer subject to evaluation for impairment through an allowance for loan loss as such losses will be captured through fair value changes. The impact of adopting ASC 326 was immaterial to the consolidated financial statements. Loans receivable, at fair value totaled $390,689 and $43,338 at December 31, 2020 and 2019, respectively. The loans have various maturities through December 2024. As of December 31, 2020, and 2019, the historical cost of loans receivable accounted for under the fair value option was $405,064 and $32,578, respectively, which included principal balances of $416,401 and $32,691 and unamortized costs, origination fees, premiums and discounts, totaling $11,337 and $113, respectively. During the year ended December 31, 2020, the Company recorded unrealized losses of $22,033 on the loans receivable, at fair value, which is included in trading income (losses) and fair value adjustments on loans on the consolidated statement of income. Prior to the adoption of the new credit loss standard effective January 1, 2020, at December 31, 2019 loans receivable, at historical cost totaled $225,848. Loans receivable, at cost were reported at their outstanding principal balances of $232,118 net of $6,270 of unearned income, and loan origination costs which includes unamortized deferred fees and costs on originated loans, and for purchased loans, net of any unamortized premiums or discounts. The Company may periodically provide limited guarantees to third parties for loans that are made to investment banking and lending customers. At December 31, 2020, the Company has provided limited guarantees with respect to the Franchise Group, Inc. (collectively with all of its affiliates, “FRG”) as further described in Note 21 and Babcock & Wilcox Enterprises, Inc. (“B&W”) as further described in Note 17(c). In accordance with the new 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. At December 31, 2020, the Company has not recorded any provision for credit losses on the FRG and B&W guarantees since the underlying guaranteed loans are senior to most of the outstanding debt of FRG and B&W and the Company believes that there is sufficient collateral to protect the Company from any credit loss exposure. The maximum amount of credit exposure related to these limited guarantees is approximately $195,000. Interest income on loans receivable is recognized based on the stated interest rate of the loan on the unpaid principal balance plus the amortization of any costs, origination fees, premiums and discounts and is included in interest income - loans and securities lending on the consolidated statement of income. Loan origination fees and certain direct origination costs are deferred and recognized as adjustments to interest income over the lives of the related loans. Unearned income, discounts and premiums are amortized to interest income using a level yield methodology. (r) Securities and Other Investments Owned and Securities Sold Not Yet Purchased Securities owned consist of equity securities including, common and preferred stocks, warrants, and options; corporate bonds; other fixed income securities including, government and agency bonds; loans receivable valued at fair value; and investments in partnerships. Securities sold, but not yet purchased 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 December 31, 2020 and 2019, the Company’s securities and other investments owned and securities sold not yet purchased at fair value consisted of the following securities: December 31, December 31, 2020 2019 Securities and other investments owned: Equity securities $ 697,288 $ 353,162 Corporate bonds 3,195 19,020 Other fixed income securities 1,913 8,414 Partnership interests and other 74,923 27,617 $ 777,319 $ 408,213 Securities sold not yet purchased: Equity securities $ 4,575 $ 5,360 Corporate bonds 4,288 33,436 Other fixed income securities 1,242 3,024 $ 10,105 $ 41,820 (s) Goodwill and Other Intangible Assets The Company accounts for goodwill and intangible assets in accordance with the accounting guidance which requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. Goodwill includes the excess of the purchase price over the fair value of net assets acquired in business combinations and the acquisition of noncontrolling interests. ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. The Company operates five reporting units, which are the same as its reporting segments described in Note 22. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. When testing goodwill for impairment, in accordance with ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, the Company made a qualitative assessment of the impact of the COVID-19 outbreak on goodwill and other intangible assets. Based on the Company’s qualitative assessments during 2020, the Company concluded that a positive assertion can be made from the qualitative assessment that it is more likely than not that the fair value of the reporting units exceeded their carrying values and no impairments were identified. The Company review |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 3—ACQUISITIONS Membership Interest Purchase Agreement with BR Brand Acquisition LLC On October 11, 2019, the Company and B. Riley Brand Management LLC, an indirect wholly-owned subsidiary of the Company (the “B. Riley Member”), entered into a Membership Interest Purchase Agreement (the “MIPA”) with BR Brand Acquisition LLC (the “BR Brand Member”) and BR Brand, pursuant to which the B. Riley Member acquired a majority of the equity interest in BR Brand. The closing of the transactions in accordance with the MIPA (the “Closing”) occurred on October 28, 2019. The B. Riley Member completed the Closing of a majority of the equity interest in BR Brands pursuant to the terms of the MIPA in exchange for (i) aggregate consideration of $116,500 in cash and (ii) warrant consideration of $990 from the issuance by the Company to Bluestar Alliance LLC (“Bluestar”), an affiliate of the BR Brand Member, of a warrant to purchase up to 200,000 shares of the Company’s common stock at an exercise price per share equal to $26.24. One-third of the shares of common stock issuable under the warrant immediately vested and become exercisable upon its issuance at the Closing, and the remaining two-thirds of such shares of common stock will vest and became exercisable following the first and/or second anniversaries of the Closing, subject to BR Brand’s (or another related joint venture with Bluestar) satisfaction of specified financial performance targets. The fair value of the non-controlling interest in the amount of $29,373 was determined based on the relative fair value of the net assets acquired. The Company incurred $570 of transaction costs in connection with the acquisition. In connection with the Closing, (i) the BR Brands Member has caused the transfer of certain trademarks, domain names, license agreements and related assets from existing brand owners to BR Brands and (ii) the Company, Bluestar and certain of their affiliates (including the B. Riley Member and the BR Brand Member) entered into an amended and restated operating agreement for BR Brands and certain other commercial agreements. The Company evaluated the transaction under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations Business Combinations: Clarifying the Definition of a Business Consideration paid by B. Riley: Cash acquisition consideration $ 116,500 Transaction costs 570 Total cash consideration 117,070 Warrant consideration 990 Total consideration $ 118,060 Tangible assets acquired and assumed: Cash and cash equivalents $ 2,160 Accounts receivable 1,751 Deferred revenue (1,332 ) Tradename 136,176 Customer list 8,678 Non-controlling interest (29,373 ) Total $ 118,060 Acquisition of magicJack VocalTec Ltd On November 14, 2018, the Company completed its acquisition of magicJack VocalTec Ltd., an Israeli corporation (“magicJack”), with magicJack continuing as the surviving corporation and as an indirect subsidiary of the Company. Each outstanding share of magicJack converted into the right to receive $8.71 in cash without interest, representing approximately $143,115 in aggregate merger consideration. Pro Forma Financial Information The unaudited pro-forma financial information in the table below summarizes the combined results of operations of the Company and magicJack as though the acquisition had occurred as of January 1, 2018. The pro-forma financial information presented includes the effects of adjustments related to the amortization charges from the acquired intangible assets and the elimination of certain activities excluded from the transaction and transaction related costs. The pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the earliest period presented, nor does it intend to be a projection of future results. Pro Forma Year Ended 2018 Revenues $ 489,556 Net income attributable to B. Riley Financial, Inc. $ 20,822 Basic earnings per share $ 0.80 Diluted earnings per share $ 0.78 Weighted average basic shares outstanding 25,937,305 Weighted average diluted shares outstanding 26,764,856 |
Restructuring Charge
Restructuring Charge | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGE | NOTE 4—RESTRUCTURING CHARGE The Company recorded restructuring charges in the amount of $1,557, $1,699 and $8,506 for the years ended December 31, 2020, 2019 and 2018, respectively. The restructuring The restructuring charges during the year ended December 31, 2018 were primarily related to severance costs and lease loss accruals for the planned consolidation of office space related to operations in the Capital Markets segment and the rebrand of B. Riley Wealth Management. The following tables summarize the changes in accrued restructuring charge during the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Balance, beginning of year $ 1,600 $ 3,855 $ 2,600 Restructuring charge 1,557 1,699 8,506 Cash paid (901 ) (4,150 ) (4,667 ) Non-cash items (1,529 ) 196 (2,584 ) Balance, end of year $ 727 $ 1,600 $ 3,855 The following tables summarize the restructuring activities by reportable segment during the years ended December 31, 2020, 2019 and 2018: Capital Auction Financial Principal Corporate Total Restructuring charges for the year ended December 31, 2020: Impairment of intangible assets $ 917 $ 140 $ 500 $ — $ — $ 1,557 Total restructuring charge $ 917 $ 140 $ 500 $ — $ — $ 1,557 Restructuring charges for the year ended December 31, 2019: Employee termination costs $ — $ — $ — $ 1,594 $ — $ 1,594 Facility closure and consolidation charge (recovery) (4 ) — — 109 — 105 Total restructuring charge $ (4 ) $ — $ — $ 1,703 $ — $ 1,699 Restructuring charges for the year ended December 31, 2018: Employee termination costs $ 4,179 $ — $ — $ 338 $ — $ 4,517 Impairment of intangible assets 1,070 — — — — 1,070 Facility closure and consolidation charge (recovery) 3,129 — — — (210 ) 2,919 Total restructuring charge $ 8,378 $ — $ — $ 338 $ (210 ) $ 8,506 |
Securities Lending
Securities Lending | 12 Months Ended |
Dec. 31, 2020 | |
Securities Lending [Abstract] | |
SECURITIES LENDING | NOTE 5—SECURITIES LENDING The following table presents the contractual gross and net securities borrowing and lending balances and the related offsetting amount as of December 31, 2020 and 2019: Gross amounts Gross amounts offset in the consolidated balance sheets (1) Net amounts Amounts not offset in the consolidated balance sheets but eligible for offsetting upon counterparty default (2) Net amounts As of December 31, 2020 Securities borrowed $ 765,457 $ — $ 765,457 $ 765,457 $ — Securities loaned $ 759,810 $ — $ 759,810 $ 759,810 $ — As of December 31, 2019 Securities borrowed $ 814,331 $ — $ 814,331 $ 814,331 $ — Securities loaned $ 810,495 $ — $ 810,495 $ 810,495 $ — (1) Includes financial instruments subject to enforceable master netting provisions that are permitted to be offset to the extent an event of default has occurred. (2) Includes the amount of cash collateral held/posted. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 6—ACCOUNTS RECEIVABLE The components of accounts receivable, net, include the following: December 31, December 31, 2020 2019 Accounts receivable $ 33,604 $ 36,385 Investment banking fees, commissions and other receivables 10,316 8,043 Unbilled receivables 5,712 3,710 Total accounts receivable 49,632 48,138 Allowance for doubtful accounts (3,114 ) (1,514 ) Accounts receivable, net $ 46,518 $ 46,624 Additions and changes to the allowance for doubtful accounts consist of the following: Year Ended December 31, 2020 2019 2018 Balance, beginning of period $ 1,514 $ 696 $ 800 Add: Additions to reserve 3,385 2,126 1,308 Less: Write-offs (1,785 ) (1,151 ) (1,066 ) Less: Recovery — (157 ) (346 ) Balance, end of period $ 3,114 $ 1,514 $ 696 Unbilled receivables represent the amount of contractual reimbursable costs and fees for services performed in connection with fee and service based auction and liquidation contracts. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7—PROPERTY AND EQUIPMENT Property and equipment, net, consists of the following: Estimated December 31, December 31, Useful Lives 2020 2019 Leasehold improvements Shorter of the remaining lease term or estimated useful life $ 10,737 $ 12,055 Machinery, equipment and computer software 1 to 9 years 15,650 14,873 Furniture and fixtures 3.5 to 5 years 4,128 4,305 Total 30,515 31,233 Less: Accumulated depreciation and amortization (18,830 ) (18,506 ) $ 11,685 $ 12,727 Depreciation expense was $3,632, $5,202 and $4,674 during the years ended December 31, 2020, 2019 and 2018, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 8—GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill was $227,046 and $223,697 at December 31, 2020 and 2019, respectively. The changes in the carrying amount of goodwill for the years ended December 31, were as follows: Capital Auction and Financial Principal Total Balance as of December 31, 2018 $ 79,202 $ 1,975 $ 20,331 $ 121,860 $ 223,368 Goodwill acquired during the year: magicJack purchase price adjustment — — — 3,542 3,542 magicJack allocation to the sale of a division — — — (3,213 ) (3,213 ) Balance as of December 31, 2019 79,202 1,975 20,331 122,189 223,697 Goodwill acquired during the year: Acquisition of other business — — 3,349 — 3,349 Balance as of December 31, 2020 $ 79,202 $ 1,975 $ 23,680 $ 122,189 $ 227,046 Intangible assets consisted of the following: As of December 31, 2020 As of December 31, 2019 Useful Life Gross Accumulated Intangibles Gross Accumulated Intangibles Amortizable assets: Customer relationships 2 to 16 Years $ 98,898 $ 40,281 $ 58,617 $ 99,008 $ 27,269 $ 71,739 Domain names 7 Years 235 148 87 233 117 116 Advertising relationships 8 Years 100 56 44 100 44 56 Internally developed software and other intangibles 0.5 to 5 Years 11,775 6,913 4,862 11,765 4,843 6,922 Trademarks 7 to 10 Years 2,850 991 1,859 4,600 1,324 3,276 Total 113,858 48,389 65,469 115,706 33,597 82,109 Non-amortizable assets: Tradenames 125,276 — 125,276 138,416 — 138,416 Total intangible assets $ 239,134 $ 48,389 $ 190,745 $ 254,122 $ 33,597 $ 220,525 Amortization expense was $15,737, $13,846, and $9,135 for the years ended December 31, 2020, 2019, and 2018, respectively. At December 31, 2020, estimated future amortization expense is $14,964, $14,309, $12,319, $8,378, 5,151 for the years ended December 31, 2021, 2022, 2023, 2024 and 2025, respectively. The estimated future amortization expense after December 31, 2025 is $10,348. In the first quarter of 2020, in accordance with ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, the Company made a qualitative assessment of the impact of the COVID-19 outbreak on goodwill and other intangible assets. The Company determined that the COVID-19 outbreak was a triggering event for testing the indefinite-lived tradenames in the Brands segment and made a determination that the indefinite-lived tradenames in the Brands segment were impaired and the Company recognized an impairment charge of $4,000. As a result of the continuing impact and duration of the COVID-19 outbreak on the operations of the Brands segment, the Company determined that there was another triggering event for testing the indefinite-lived tradenames in the Brands segment and made a determination that the indefinite-lived tradenames in the Brands segment were impaired and the Company recognized an additional impairment charge of $8,500 in the second quarter of 2020. There have been no triggering events subsequent to the second quarter of 2020 for testing indefinite-lived tradenames in the Brands segment. The Company will continue to monitor the impacts of the COVID-19 outbreak in future quarters. Changes in our forecasts could cause the book values of indefinite-lived tradenames to exceed fair values which may result in additional impairment charges in future periods. |
Leasing Arrangements
Leasing Arrangements | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
LEASING ARRANGEMENTS | NOTE 9—LEASING ARRANGEMENTS The Company’s operating lease assets primarily represent the lease of office space where the Company conducts its operations with the weighted average lease term of 7.2 years. The operating leases have lease terms up to eleven years. The weighted average discount rate used to calculate the present value of lease payments was 5.55% at December 31, 2020. For the years ended December 31, 2020, 2019 and 2018, the total operating lease expense was $13,434, $12,582 and $11,752, respectively. For the year ended December 31, 2020, $1,225 of operating lease expense were attributable to variable lease expenses. Operating lease expense is included in selling, general and administrative expenses in the consolidated statements of income. For the year ended December 31, 2020, cash payments against operating lease liabilities totaled $12,901 and non-cash lease expense transactions totaled $3,314. Cash flows from operating leases are classified as net cash flows from operating activities in the accompanying consolidated statements of cash flows. As of December 31, 2020, maturities of operating lease liabilities were as follows: Operating Leases Year ending December 31: 2021 $ 11,775 2022 11,066 2023 10,274 2024 9,934 2025 9,558 Thereafter 21,081 Total lease payments 73,688 Less: imputed interest (12,910 ) Total operating lease liability $ 60,778 At December 31, 2020, the Company did not have any significant leases executed but not yet commenced. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 10—NOTES PAYABLE Asset Based Credit Facility On April 21, 2017, the Company amended its credit agreement (as amended, the “Credit Agreement”) governing its asset based credit facility with Wells Fargo Bank, National Association (“Wells Fargo Bank”) to increase the maximum borrowing limit from $100,000 to $200,000. Such amendment, among other things, also extended the expiration date of the credit facility from July 15, 2018 to April 21, 2022. The Credit Agreement continues to allow for borrowings under the separate credit agreement (a “UK Credit Agreement”) which was dated March 19, 2015 with an affiliate of Wells Fargo Bank which provides for the financing of transactions in the United Kingdom. Such facility allows the Company to borrow up to 50 million British Pounds. Any borrowings on the UK Credit Agreement reduce the availability on the asset based $200,000 credit facility. The UK Credit Agreement is cross collateralized and integrated in certain respects with the Credit Agreement. Cash advances and the issuance of letters of credit under the credit facility are made at the lender’s discretion. The letters of credit issued under this facility are furnished by the lender to third parties for the principal purpose of securing minimum guarantees under liquidation services contracts more fully described in Note 2(c). All outstanding loans, letters of credit, and interest are due on the expiration date which is generally within 180 days of funding. The credit facility is secured by the proceeds received for services rendered in connection with liquidation service contracts pursuant to which any outstanding loan or letters of credit are issued and the assets that are sold at liquidation related to such contract. The Company paid Wells Fargo Bank a closing fee in the amount of $500 in connection with the April 2017 amendment to the Credit Agreement. The interest rate for each revolving credit advance under the Credit Agreement is, subject to certain terms and conditions, equal to the LIBOR plus a margin of 2.25% to 3.25% depending on the type of advance and the percentage such advance represents of the related transaction for which such advance is provided. The credit facility also provides for success fees in the amount of 2.5% to 17.5% of the net profits, if any, earned on the liquidation engagements funded under the Credit Agreement as set forth therein. Interest expense totaled $639, $1,503 and $4,247 for the years ended December 31, 2020, 2019 and 2018, respectively. We are in compliance with all financial covenants in the asset based credit facility at December 31, 2020. Other Notes Payable Notes payable include notes payable to a clearing organization for one of the Company’s broker dealers. The notes payable accrue interest at the prime rate plus 2.0% (6.75% at December 31, 2020) payable annually, maturing January 31, 2022. At December 31, 2020 and 2019, the outstanding balance for the notes payable was $714 and $1,071, respectively. Interest expense was $51, $87 and $111 for the years ended December 31, 2020, 2019 and 2018, respectively. Also included in notes payable at December 31, 2020, was a $37,253 note payable to Garrison TNCI LLC which was assumed as part of the Company’s investment in Lingo Management LLC. The note accrued interest at 12.5% per annum and had a maturity date of March 31, 2021. During the year ended December 31, 2020, interest expense on the note was $447. The note was paid in full in January 2021. |
Term Loan
Term Loan | 12 Months Ended |
Dec. 31, 2020 | |
Term Loan Disclosure [Abstract] | |
TERM LOAN | NOTE 11—TERM LOAN On December 19, 2018, BRPI Acquisition Co LLC (“BRPAC”), a Delaware limited liability company, UOL, and YMAX Corporation, Delaware corporations (collectively, the “Borrowers”), indirect wholly owned subsidiaries of the Company, in the capacity as borrowers, entered into a credit agreement (the “BRPAC Credit Agreement”) with the Banc of California, N.A. in the capacity as agent (the “Agent”) and lender and with the other lenders party thereto (the “Closing Date Lenders”). Certain of the Borrowers’ U.S. subsidiaries are guarantors of all obligations under the BRPAC Credit Agreement and are parties to the BRPAC Credit Agreement in such capacity (collectively, the “Secured Guarantors”; and together with the Borrowers, the “Credit Parties”). In addition, the Company and B. Riley Principal Investments, LLC, the parent corporation of BRPAC and a subsidiary of the Company, are guarantors of the obligations under the BRPAC Credit Agreement pursuant to standalone guaranty agreements pursuant to which the shares outstanding membership interests of BRPAC are pledged as collateral. The obligations under the BRPAC Credit Agreement are secured by first-priority liens on, and first priority security interest in, substantially all of the assets of the Credit Parties, including a pledge of (a) 100% of the equity interests of the Credit Parties, (b) 65% of the equity interests in United Online Software Development (India) Private Limited, a private limited company organized under the laws of India; and (c) 65% of the equity interests in magicJack VocalTec LTD., a limited company organized under the laws of Israel. Such security interests are evidenced by pledge, security and other related agreements. The BRPAC Credit Agreement contains certain covenants, including those limiting the Credit Parties’, and their subsidiaries’ ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. In addition, the BRPAC Credit Agreement requires the Credit Parties to maintain certain financial ratios. The BRPAC Credit Agreement also contains customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an event of default occurs, the agent would be entitled to take various actions, including the acceleration of amounts due under the outstanding BRPAC Credit Agreement. Under BRPAC Credit Agreement, the Company borrowed $80,000 due December 19, 2023. Pursuant to the terms of the BRPAC Credit Agreement, the Company may request additional optional term loans in an aggregate principal amount of up to $10,000 at any time prior to the first anniversary of the agreement date (the “Option Loan”) with a final maturity date of December 19, 2023. On February 1, 2019, the Credit Parties, the Closing Date Lenders, the Agent and City National Bank, as a new lender (the “New Lender”), entered into the First Amendment to the Credit Agreement and Joinder (the “First Amendment”) pursuant to which, among other things, (i) New Lender became a party to the BRPAC Credit Agreement, (ii) the New Lender extended to Borrowers the Option Loan in the amount of $10,000, (iii) the aggregate outstanding principal amount of the term loans was increased from $80,000 to $90,000; and (iv) the amortization schedule under the BRPAC was amended as set forth in the First Amendment. Additionally, in connection with the Option Loan, the Borrowers executed a term note in favor of New Lender dated February 1, 2019 in the amount of $10,000. On December 31, 2020, the Borrowers, the Secured Guarantors, the Agent and the Lenders, entered into the Second Amendment to Credit Agreement (the “Second Amendment”) pursuant to which, among other things, (i) the Lenders agreed to make a new $75,000,000 term loan to the Borrowers, the proceeds of which the Borrowers’ used to repay the outstanding principal amount of the existing Terms Loans and Optional Loans and will use for other general corporate purposes, (ii) the Borrowers were permitted to make a one-time Permitted Distribution (as defined in the Second Amendment) in the amount of $30,000,000 on the date of the Second Amendment, (iii) the maturity date of the new Term Loans is five (5) years from the date of the Second Amendment, (iv) the interest rate margin was increased by 25 basis points as set forth in the Second Amendment, (v) the Borrowers agreed to make mandatory prepayments of the Term Loans from a portion of the Consolidated Excess Cash Flow (as defined in the Credit Agreement), (vi) the maximum Consolidated Total Funded Debt Ratio (as defined in the Credit Agreement) was increased as set forth in the Second Amendment and (vii) the Company and B. Riley Principal Investments, LLC entered into a reaffirmation of their guarantees of the Borrowers’ obligations under the Credit Agreement. Additionally, the Borrowers paid a commitment fee and an arrangement fee, each based on a percentage of the aggregate commitments, in each case upon the closing of the Second Amendment . Amounts outstanding under the Amended BRPAC Credit Agreement are due in quarterly installments commencing on March 31, 2021. Quarterly installments from March 31, 2021 to December 31, 2021 are in the amount of $4,750 per quarter, from March 31, 2022 to December 31, 2022 are in the amount of $4,250 per quarter, from March 31, 2023 to December 31, 2023 are in the amount of $3,750 per quarter, from March 31, 2024 to December 31, 2024 are in the amount of $3,250 per quarter, and from March 31, 2025 to December 31, 2025 are $2,750 per quarter. As of December 31, 2020, and 2019, the outstanding balance on the term loan was $74,213 (net of unamortized debt issuance costs of $787) and $66,666 (net of unamortized debt issuance costs of $600), respectively. Interest expense on the term loan during the years ended December 31, 2020, and 2019, was $2,369 (including amortization of deferred debt issuance costs of $278) and $4,609 (including amortization of deferred debt issuance costs of $350), respectively. We are in compliance with all financial covenants in the BRPAC Credit Agreement at December 31, 2020. |
Senior Notes Payable
Senior Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
SENIOR NOTES PAYABLE | NOTE 12—SENIOR NOTES PAYABLE Senior notes payable, net, is comprised of the following as of December 31, 2020 and 2019: December 31, December 31, 2020 2019 7.50% Senior notes due May 31, 2027 128,156 117,954 7.25% Senior notes due December 31, 2027 122,793 120,126 7.375% Senior notes due May 31, 2023 137,454 122,140 6.875% Senior notes due September 30, 2023 115,168 105,952 6.75% Senior notes due May 31, 2024 111,170 106,589 6.50% Senior notes due September 30, 2026 134,657 124,226 6.375% Senior notes due February 28, 2025 130,942 — 880,340 696,987 Less: Unamortized debt issuance costs (9,557 ) (8,875 ) $ 870,783 $ 688,112 During the year ended December 31, 2020, the Company issued $54,546 of senior notes with maturity dates ranging from May 2023 to December 2027 pursuant to On February 12, 2020, the Company issued $132,250 of senior notes due in February 2025 (“6.375% 2025 Notes”) pursuant to the prospectus supplement dated February 10, 2020. Interest on the 6.375% 2025 Notes is payable quarterly at 6.375%. The 6.375% 2025 Notes are unsecured and due and payable in full on February 28, 2025. In connection with the issuance of the 6.375% 2025 Notes, the Company received net proceeds of $129,213 (after underwriting commissions, fees and other issuance costs of $3,037). During March 2020, the Company repurchased bonds with an aggregate face value of $3,443 for $1,829 resulting in a gain net of expenses and original issue discount of $1,556 during the year ended December 31, 2020. As part of the repurchase, the Company paid $30 in interest accrued through the date of each respective repurchase. At December 31, 2020 and 2019, the total senior notes outstanding was $870,783 (net of unamortized debt issue costs of $9,557) and $688,112 (net of unamortized debt issue costs of $8,875) with a weighted average interest rate of 6.95% and 7.05%, respectively. Interest on senior notes is payable on a quarterly basis. Interest expense on senior notes totaled $61,233, $43,823 and $25,428 for the three years ended December 31, 2020, 2019 and 2018, respectively. On January 25, 2021, the Company issued $230,000 of senior notes due in January 2028 (“6.0% 2028 Notes”) pursuant to the prospectus supplement dated February 12, 2020. Interest on the 6.0% 2028 Notes is payable quarterly at 6.0%. The 6.0% 2028 Notes are unsecured and due and payable in full on January 31, 2028 . In connection with the issuance of the 6.0% 2028 Notes, the Company received net proceeds of $225,746 (after underwriting commissions, fees and other issuance costs of $4,254). The Notes bear interest at the rate of 6.0% per annum. On March 1, 2021, the Company announced its intention to redeem at par, and at its option, $128,156 of senior notes due in February 2027 (“7.50% 2027 Notes”) on March 31, 2021 pursuant to the second supplemental indenture dated May 31, 2017. The total redemption payment will include approximately $1.6 million in accrued interest. Sales Agreement Prospectus to Issue Up to $150,000 of Senior Notes On February 14, 2020, the Company entered into a new At Market Issuance Sales Agreement (the “February 2020 Sales Agreement”) with B. Riley Securities, governing a program of at-the-market sales of certain of the Company’s senior notes. The most recent sales agreement prospectus was filed by us with the SEC on January 28, 2021 (the “January 2021 Sales Agreement Prospectus”). This program provides for the sale by the Company of up to $150,000 of certain of the Company’s senior notes. As of December 31, 2020, the Company had $132,697 remaining availability under the February 2020 Sales Agreement. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | NOTE 13—REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue from contracts with customers by reportable segment for the years ended December 31, 2020 and 2019 is as follows: Capital Auction and Financial Principal Brands Total Revenues for the year ended December 31, 2020: Corporate finance, consulting and investment banking fees $ 255,022 $ — $ 54,051 $ — $ — $ 309,073 Wealth and asset management fees 78,596 — — — — 78,596 Commissions, fees and reimbursed expenses 48,416 50,035 36,855 — — 135,306 Subscription services — — — 72,666 — 72,666 Service contract revenues — 13,066 — — — 13,066 Advertising, licensing and other (1) — 25,663 — 14,472 16,458 56,593 Total revenues from contracts with customers 382,034 88,764 90,906 87,138 16,458 665,300 Interest income - Loans and securities lending 102,499 — — — — 102,499 Trading gains on investments 126,051 — — — — 126,051 Fair value adjustment on loans (22,033 ) — — — — (22,033 ) Other 30,188 — 716 — — 30,904 Total revenues $ 618,739 $ 88,764 $ 91,622 $ 87,138 $ 16,458 $ 902,721 (1) Includes sale of goods of $25,663 in Auction Liquidation and $3,473 in Principal Investments - United Online and magicJack. Revenues for the year ended December 31, 2019: Corporate finance, consulting and investment banking fees $ 129,480 $ — $ 37,471 $ — $ — $ 166,951 Wealth and asset management fees 82,778 — — — — 82,778 Commissions, fees and reimbursed expenses 42,503 49,849 38,821 — — 131,173 Subscription services — — — 82,088 — 82,088 Service contract revenues — (31,553 ) — — — (31,553 ) Advertising, licensing and other (1) — 4,220 — 18,774 4,055 27,049 Total revenues from contracts with customers 254,761 22,516 76,292 100,862 4,055 458,486 Interest income - Loans and securities lending 77,221 — — — — 77,221 Trading gains on investments 94,205 — — — — 94,205 Fair value adjustment on loans 12,258 — — — — 12,258 Other 9,942 — — — — 9,942 Total revenues $ 448,387 $ 22,516 $ 76,292 $ 100,862 $ 4,055 $ 652,112 (1) Includes sale of goods of $4,220 in Auction Liquidation and $3,715 in Principal Investments - United Online and magicJack. Revenues for the year ended December 31, 2018: Corporate finance, consulting and investment banking fees $ 105,259 $ — $ 12,719 $ — $ — $ 117,978 Wealth and asset management fees 74,510 — — — — 74,510 Commissions, fees and reimbursed expenses 44,235 36,250 38,705 — — 119,190 Subscription services — — — 42,887 — 42,887 Service contract revenues — 18,673 — — — 18,673 Advertising, licensing and other (1) — 63 — 11,347 — 11,410 Total revenues from contracts with customers 224,004 54,986 51,424 54,234 — 384,648 Interest income - Loans and securities lending 38,277 — — — — 38,277 Trading losses on investments (8,004 ) — — — — (8,004 ) Other 8,070 — — — — 8,070 Total revenues $ 262,347 $ 54,986 $ 51,424 $ 54,234 $ — $ 422,991 (1) Includes sale of goods of $63 in Auction Liquidation and $575 in Principal Investments - United Online and magicJack. Revenues are recognized when control of the promised goods or performance obligations for services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring the Company’s progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that we determine the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those promised goods or services (i.e., the “transaction price”). In determining the transaction price, the Company considers multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, the Company considers the range of possible outcomes, the predictive value of the Company’s past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as market volatility or the judgment and actions of third parties. Revenues by geographic region by segment is included in Note 22 – Business Segments. The following provides detailed information on the recognition of the Company’s revenues from contracts with customers: Corporate finance, consulting and investment banking fees Fees earned from bankruptcy, financial advisory, forensic accounting and real estate consulting services are rendered to clients over time as work progresses on the engagement and services are delivered to the client. Fees may also include success and performance based fees which are recognized as revenue when the performance obligation is no longer constrained and it is not probable that the revenue recognized would be subject to significant reversal in a future period. Wealth and asset management fees Commissions, fees and reimbursed expenses Subscription services Service contract revenues If the Company determines that the variable consideration used in the initial determination of the transaction price for the contract is such that the total recoveries from the auction or liquidation will not exceed the guaranteed recovery values or advances made in accordance with the contract, the transaction price will be reduced and a loss or negative revenue could result from the performance obligation. A provision for the entire loss as negative revenue on the performance obligation is recognized in the period the loss is determined. Negative revenue from one retail liquidation engagement contributed to the Company reporting negative service contract revenues of $31,553 in the Auction and Liquidation segment during the year ended December 31,2019. Advertising, licensing and other Licensing revenue results from various license agreements that provide revenue based on guaranteed minimum royalty amounts and advertising/marketing fees with additional royalty revenue based on a percentage of defined sales. Guaranteed minimum royalty amounts are recognized as revenue on a straight-line basis over the full contract term. Royalty payments exceeding the guaranteed minimum amounts in a specific contract year are recognized only subsequent to when the guaranteed minimum amount has been achieved. Other licensing fees are recognized at a point in time once the performance obligations have been satisfied. Payments received as consideration for the grant of a license are recorded as deferred revenue at the time payment is received and recognized ratably as revenue over the term of the license agreement. Advanced royalty payments are recorded as deferred revenue at the time payment is received and recognized as revenue when earned. Revenue is not recognized unless collectability is probable. Information on Remaining Performance Obligations and Revenue Recognized from Past Performance The Company does not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligation(s) with an original expected duration exceeding one year was not material at December 31, 2020. 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 at December 31, 2020. 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 $46,518 and $46,624 at December 31, 2020 and 2019, respectively. The Company had no significant impairments related to these receivables during the years ended December 31, 2020 and 2019. The Company also has $5,712 and $3,710 of unbilled receivables at December 31, 2020 and 2019, respectively, and advances against customer contracts of $200 and $27,347 at December 31, 2020 and 2019, 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 at December 31, 2020 and 2019 was $68,651 and $67,121, respectively. The Company expects to recognize the deferred revenue of $68,651 at December 31, 2020 as service and fee revenues when the performance obligation is met during the years December 31, 2021, 2022, 2023, 2024 and 2025 in the amount of $40,059, $11,638, $6,595, $4,330, and $2,703, respectively. The Company expects to recognize the deferred revenue of $3,326 after December 31, 2025. During the years ended December 31, 2020 and 2019, the Company recognized revenue of $38,330 and $39,885 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 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 $279 and $450 at December 31, 2020 and 2019, respectively, and are recorded in prepaid expenses and other assets in the consolidated balance sheets. For the years ended December 31, 2020, 2019 and 2018, the Company recognized expenses of $405, $2,755 and $1,428 related to capitalized costs to fulfill a contract, respectively. There were no significant impairment charges recognized in relation to these capitalized costs during years ended December 31, 2020, 2019 and 2018. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14—INCOME TAXES The Company’s provision for income taxes consists of the following for the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Current: Federal $ 4,730 $ 16,499 $ 2,117 State 3,297 6,176 284 Foreign 5,344 1,092 (352 ) Total current provision 13,371 23,767 2,049 Deferred: Federal 41,979 10,702 1,817 State 18,518 175 353 Foreign 1,572 — 684 Total deferred 62,069 10,877 2,854 Total provision for income taxes $ 75,440 $ 34,644 $ 4,903 A reconciliation of the federal statutory rate of 21% to the effective tax rate for income before income taxes is as follows for the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Provision for income taxes at federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 6.3 5.9 6.0 Transaction expenses — — 1.7 Noncontrolling interest tax differential (0.1 ) (0.1 ) (1.2 ) Employee stock based compensation (2.2 ) (0.9 ) (9.9 ) Other 2.0 3.8 5.4 Effective income tax rate 27.0 % 29.7 % 23.0 % Deferred income tax assets (liabilities) consisted of the following as of December 31, 2020 and 2019: December 31, 2020 2019 Deferred tax assets: Accrued liabilities and other $ 2,066 $ 1,793 Mandatorily redeemable noncontrolling interests 1,190 1,190 Other — 2,760 State taxes 237 — Share based payments — 3,441 Foreign tax and other tax credit carryforwards 1,558 1,558 Capital loss carryforward 61,315 61,945 Net operating loss carryforward 33,185 45,535 Total deferred Tax Assets 99,551 118,222 Deferred tax liabilities: Deductible goodwill and other intangibles (2,333 ) (6,246 ) State taxes — (2,831 ) Share based payments (434 ) — Depreciation (112 ) 143 Deferred revenue (43,631 ) (222 ) Other (4,902 ) — Total deferred tax liabilities (51,412 ) (9,156 ) Net deferred tax assets 48,139 109,066 Valuation allowance (78,289 ) (77,544 ) Net deferred tax (liabilities) assets $ (30,150 ) $ 31,522 Deferred tax assets, net $ 4,098 $ 31,522 Deferred tax liabilities, net (34,248 ) — Net deferred tax (liabilities) assets $ (30,150 ) $ 31,522 The Company’s income before income taxes of $279,457 for the year ended December 31, 2020 includes a United States component of income before income taxes of $264,654 and a foreign component comprised of income before income taxes of $14,803. As of December 31, 2020, the Company had federal net operating loss carryforwards of $47,064 and state net operating loss carryforwards of $63,358. The Company’s federal net operating loss carryforwards will expire in the tax years commencing in December 31, 2031 through December 31, 2038, the state net operating loss carryforwards will expire in tax years commencing in December 31, 2025. The Company establishes a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits of operating loss, capital loss and tax credit carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. The Company’s net operating losses are subject to annual limitations in accordance with Internal Revenue Code Section 382. Accordingly, the Company is limited to the amount of net operating loss that may be utilized in future taxable years depending on the Company’s actual taxable income. As of December 31, 2020, 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 $61,315 against these deferred tax assets. At December 31, 2020, the Company had gross unrecognized tax benefits totaling $10,560 all of which would have an impact on the Company’s effective income tax rate, if recognized. A reconciliation of the amounts of gross unrecognized tax benefits (before federal impact of state items), excluding interest and penalties, was as follows: Year Ended December 31, 2020 Beginning balance $ 10,156 Additions for current year tax positions 15 Additions for prior year tax positions 539 Reductions for prior year tax positions (25 ) Reductions due to lapse in statutes of limitations (125 ) Ending balance $ 10,560 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, 2017 to 2020. At December 31, 2020, the Company believes it is reasonably possible that its gross liabilities for unrecognized tax benefits may decrease by approximately $77 within the next 12 months due to expiration of statute of limitations. The Company had accrued interest and penalties relating to uncertain tax positions of $620 and $4,696 for UOL and magicJack, respectively, for the year ended December 31, 2020 all of which was included in income taxes payable. The Company recorded a benefit of $166 for UOL related to interest and penalties for uncertain tax positions primarily due to the lapse in statute of limitations. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 15—EARNINGS PER SHARE Basic earnings per share is calculated by dividing net income by the weighted-average number of shares outstanding during the period. Diluted earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding, after giving effect to all dilutive potential common shares outstanding during the period. Basic common shares outstanding exclude 387,365 common shares in 2019 that were held in escrow and subject to forfeiture. The 387,365 common shares held in escrow were forfeited and cancelled on June 11, 2020 to indemnify the Company for certain representations and warranties and related claims pursuant to a related acquisition agreement. Securities that could potentially dilute basic net income per share in the future that were not included in the computation of diluted net income per share were 1,445,301, 1,334,810 and 1,920,670 for the years ended December 31, 2020, 2019 and 2018, respectively, because to do so would have been anti-dilutive. Basic and diluted earnings per share were calculated as follows: Year Ended December 31, 2020 2019 2018 Net income attributable to B. Riley Financial, Inc. $ 205,148 $ 81,611 $ 15,509 Preferred stock dividends (4,710 ) (264 ) — Net income applicable to common shareholders $ 200,438 $ 81,347 $ 15,509 Weighted average common shares outstanding: Basic 25,607,278 26,401,036 25,937,305 Effect of dilutive potential common shares: Restricted stock units and warrants 901,119 1,082,700 677,249 Contingently issuable shares — 45,421 150,302 Diluted 26,508,397 27,529,157 26,764,856 Basic income per common share $ 7.83 $ 3.08 $ 0.60 Diluted income per common share $ 7.56 $ 2.95 $ 0.58 |
Limited Liability Company Subsi
Limited Liability Company Subsidiaries | 12 Months Ended |
Dec. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
LIMITED LIABILITY COMPANY SUBSIDIARIES | NOTE 16—LIMITED LIABILITY COMPANY SUBSIDIARIES (a) Operating Agreements of Limited Liability Company Subsidiaries The Company has certain subsidiaries that are organized as limited liability companies, each of which has its own separate operating agreement. Generally, each of these subsidiaries is managed by an individual manager who is a member or employee of the subsidiary, although the manager may not take certain actions unless the majority member of the subsidiary consents to the action. These actions include, among others, the dissolution of the subsidiary, the disposition of all or a substantial part of the subsidiary’s assets not in the ordinary course of business, filing for bankruptcy, and the purchase by the subsidiary of one of the members’ ownership interest upon the occurrence of certain events. Certain of the members with a minority ownership interest in the subsidiaries are entitled to receive guaranteed payments in the form of compensation or draws, in addition to distributions of available cash from time to time. Distributions of available cash are generally made to each of the members in accordance with their respective ownership interests in the subsidiary after repayment of any loans made by any members to such subsidiary, and allocations of profits and losses of the subsidiary are generally made to members in accordance with their respective ownership interests in the subsidiary. The operating agreements also generally place restrictions on the transfer of the members’ ownership interests in the subsidiaries and provide the Company or the other members with certain rights of first refusal and drag along and tag along rights in the event of any proposed sales of the members’ ownership interests. Generally, a member of the subsidiary who materially breaches the operating agreement of the subsidiary, which breach has a direct, substantial and adverse effect on the subsidiary and the other members, or who is convicted of a felony (or a lesser crime of moral turpitude) involving his management of or involvement in the affairs of the subsidiary, or a material act of dishonesty of the member involving his management of or involvement in the affairs of the subsidiary, shall forfeit his entire ownership interest in the subsidiary. (b) Repurchase Obligations of Membership Interests of Limited Liability Company Subsidiaries The operating agreements of the Company’s limited liability company subsidiaries require the Company to repurchase the entire ownership interest of each the members upon the death of a member, disability of a member as defined in the operating agreement, or upon declaration by a court of law that a member is mentally unsound or incompetent. Upon the occurrence of one of these events, the Company is required to repurchase the member’s ownership interest in an amount equal to the fair market value of the member’s noncontrolling interest in the subsidiary. The Company evaluated the classification of all of its limited liability company members’ ownership interests in accordance with the accounting guidance for financial instruments with characteristics of liabilities and equity. This guidance generally provides for the classification of members’ ownership interests that are subject to mandatory redemption obligations to be classified outside of equity. In accordance with this guidance, all members with a minority ownership interest in these subsidiaries are classified as liabilities and included in mandatorily redeemable noncontrolling interests in the accompanying consolidated balance sheets. Members of these subsidiaries with a minority ownership interest issued before November 5, 2003 are stated on a historical cost basis and members of the Company’s subsidiaries with a minority ownership interests issued on or after November 5, 2003 are stated at fair value at each balance sheet date. The Company deems such repurchase obligations, which are payable to members who are also employees of these subsidiaries, to be a compensatory benefit. Accordingly, the changes in the historical cost basis and the changes in the fair value of the respective members’ ownership interests (noncontrolling interests) are recorded as a component of selling, general and administrative expenses in the accompanying consolidated statements of income. The noncontrolling interests share of net income was $1,230, $1,220 and $1,222 for the years ended December 31, 2020, 2019 and 2018, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 17—COMMITMENTS AND CONTINGENCIES (a) Legal Matters The Company is subject to certain legal and other claims that arise in the ordinary course of its business. In particular, the Company and its subsidiaries are named in and subject to various proceedings and claims arising primarily from the Company’s securities business activities, including lawsuits, arbitration claims, class actions, and regulatory matters. Some of these claims seek substantial compensatory, punitive, or indeterminate damages. The Company and its subsidiaries are also involved in other reviews, investigations, and proceedings by governmental and self-regulatory organizations regarding the Company’s business, which may result in adverse judgments, settlements, fines, penalties, injunctions, and other relief. In view of the number and diversity of claims against the Company, the number of jurisdictions in which litigation is pending, and the inherent difficulty of predicting the outcome of litigation and other claims, the Company cannot state with certainty what the eventual outcome of pending litigation or other claims will be. Notwithstanding this uncertainty, the Company does not believe that the results of these claims are likely to have a material effect on its financial position or results of operations. On January 5, 2017, complaints filed in November 2015 and May 2016 naming MLV & Co. (“MLV”), a broker-dealer subsidiary of B. Riley Securities (fka FBR), as a defendant in putative class action lawsuits alleging claims under the Securities Act, in connection with the offerings of Miller Energy Resources, Inc. (“Miller”) have been consolidated. The Master Consolidated Complaint, styled Gaynor v. Miller et al., is pending in the United States District Court for the Eastern District of Tennessee, and, like its predecessor complaints, continues to allege claims under Sections 11 and 12 of the Securities Act against nine underwriters for alleged material misrepresentations and omissions in the registration statement and prospectuses issued in connection with six offerings (February 13, 2013; May 8, 2013; June 28, 2013; September 26, 2013; October 17, 2013 (as to MLV only) and August 21, 2014) with an alleged aggregate offering price of approximately $151,000. The Court ordered mediation before a federal magistrate took place on August 6, 2019, with no resolution. In December 2019, the Court remanded the case to state court. In July 2020, the Company agreed to settle this matter, subject to court approval which is expected in early 2021. An accrual for the settlement is included in the accompanying consolidated financial statements. (b) Franchise Group Commitments and Loan Participant Guaranty PSP Commitment On January 23, 2021, the Company committed up to $400,000 aggregate principal amount of unsecured debt financing, consisting of $100,000 of secured debt financing, and $300,000 of unsecured debt financing, to affiliates of Franchise Group, Inc. (collectively, “FRG”) in connection with FRG’s acquisition of Pet Supplies Plus (“PSP”). The Company is in the process of arranging financing for FRG’s PSP acquisition and to the extent needed the Company will fund any shortfall in the debt financing up to the $400,000 commitment. The Loan Participant Guaranty On February 14, 2020, FRG, the lenders from time to time party thereto and GACP Finance as administrative agent, entered into a Credit Agreement (the “Term Loan Credit Agreement”), pursuant to which the lenders provided a term loan facility to FRG in an aggregate principal amount of $575,000. On February 19, 2020, the Company entered into a limited guaranty (the “Loan Participant Guaranty”) to one of the lenders under the Term Loan Credit Agreement (the “Loan Participant”) pursuant to which the Company guaranteed the payment when due of certain obligations, including principal, interest, and other amounts payable to the Loan Participant under the Term Loan Credit Agreement in an amount not to exceed $50,000 plus certain expenses of the Loan Participant and certain protective advances related to such guaranteed obligations (the “Loan Participant Guaranteed Obligations”). The Loan Participant may require payment of the Loan Participant Guaranteed Obligations by the Company upon the occurrence of certain guarantor events of default, including payment or bankruptcy events of default, in each case pursuant to the Term Loan Credit Agreement. The Loan Participant Guaranty remains in effect until the date that the Loan Participant Guaranteed Obligations have been paid in full. The Loan Participant Guaranteed Obligations are unsecured obligations of the Company and rank equally in right of payment with all of the Company’s other existing and future unsecured and unsubordinated indebtedness. The Loan Participant Guaranteed Obligations are effectively subordinated in right of payment to all of the Company’s existing and future secured indebtedness and structurally subordinated to all existing and future indebtedness of the Company’s subsidiaries, including trade payables. (c) Babcock & Wilcox Commitments and Guarantee On May 14, 2020, the Company entered into an agreement to provide Babcock & Wilcox Enterprises, Inc. (“B&W”) future commitments to loan B&W up to $40,000 at various dates starting in November 2020 and the Company provided a limited guaranty of B&W’s obligations under B&W’s amended credit facility as more fully described in Note 21 - Related Party Transactions. On August 10, 2020, the Company entered into a project specific indemnity rider (the “Indemnity Rider”) in favor of Berkley Insurance Company and/or Berkley Regional Insurance Company (collectively, “Berkley”) to a general agreement of indemnity made by B&W in favor of Berkley (the Indemnity Agreement”). Pursuant to the Indemnity Rider, the Company agreed to indemnify Berkley in connection with a default by B&W under the Indemnity Agreement relating to a $29,970 payment and performance bond issued by Berkley 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. (d) BRPM II Equity Commitment Letter The Company was a party to an Equity Commitment Letter with B. Riley Principal Merger Corp. II (“BRPM II”) and B. Riley Principal Sponsor Co. II, LLC to provide $40,000 of equity financing in connection with effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, as disclosed below in Note 21 – Related Party Transactions. (e) Other Commitments On June 19, 2020, the Company participated in a loan facility agreement to provide a total loan commitment up to 33,000 EUROS to a retailer in Europe. The Company made an initial funding of 6,600 EUROS in July 2020. No additional borrowings have been made since the initial funding, leaving unused future commitments available of up to 26,400 EUROS as of December 31, 2020. |
Share-Based Payments
Share-Based Payments | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED PAYMENTS | NOTE 18—SHARE-BASED PAYMENTS (a) Amended and Restated 2009 Stock Incentive Plan Share- based compensation expense for restricted stock units under the Company’s Amended and Restated 2009 Stock Incentive Plan (the “Plan”) was $14,830, $11,626 and $5,829 for the years ended December 31, 2020, 2019 and 2018, respectively. During the year ended December 31, 2020, in connection with employee stock incentive plans the Company granted 465,711 restricted stock units with a total grant date fair value of $8,818. The restricted stock units generally vest over a period of one to three years based on continued service. Performance based restricted stock units generally vest based on both the employee’s continued service and the Company’s common stock price, as defined in the grant, achieving a set threshold during the three-year period following the grant. As of December 31, 2020, the expected remaining unrecognized share-based compensation expense of $11,156 will be expensed over a weighted average period of 1.9 years. A summary of equity incentive award activity for the years ended December 31, 2020 and 2019 was as follows: Shares Weighted Nonvested at December 31, 2018 896,817 $ 16.94 Granted 1,857,328 10.86 Vested (480,388 ) 15.02 Forfeited (9,769 ) 18.94 Nonvested at December 31, 2019 2,263,988 $ 12.35 Granted 465,711 18.93 Vested (1,730,734 ) 10.88 Forfeited (171,743 ) 11.47 Nonvested at December 31, 2020 827,222 $ 19.29 The per-share weighted average grant-date fair value of restricted stock units granted during the years ended December 31, 2020 and 2019 was $18.93 and $10.86, respectively On February 17, 2021, 1,105,000 performance based restricted stock units were granted to certain executive and managers with a grant date fair value of $36,553. (b) Amended and Restated FBR & Co. 2006 Long-Term Stock Incentive Plan In connection with the acquisition of FBR & Co. on June 1, 2017, the equity awards previously granted or available for issuance under the FBR & Co. 2006 Long-Term Stock Incentive Plan (the “FBR Stock Plan”) may be issued under the Plan. During the year ended December 31, 2020, the Company granted restricted stock units representing 142,029 shares of common stock with a total grant date fair value of $2,603 under the FBR Stock Plan. The share-based compensation expense in connection with the FBR Stock Plan restricted stock awards was $3,381, $3,969 and $7,081 during the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, the expected remaining unrecognized share-based compensation expense of $3,686 will be expensed over a weighted average period of 1.8 years. A summary of equity incentive award activity for the years ended December 31, 2020 and 2019 was as follows: Shares Weighted Nonvested at December 31, 2018 689,430 $ 17.64 Granted 131,216 19.17 Vested (224,086 ) 17.61 Forfeited (111,527 ) 16.50 Nonvested at December 31, 2019 485,033 $ 18.33 Granted 142,029 18.33 Vested (310,867 ) 17.37 Forfeited (26,075 ) 19.21 Nonvested at December 31, 2020 290,120 $ 19.33 The per-share weighted average grant-date fair value of restricted stock units granted during the years ended December 31, 2020 and 2019 was $18.33 and $19.17, respectively. The total fair value of shares vested during the years ended December 31, 2020 and 2019 was $5,400 and $3,947, respectively. |
Benefit Plans and Capital Trans
Benefit Plans and Capital Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
BENEFIT PLANS AND CAPITAL TRANSACTIONS | NOTE 19—BENEFIT PLANS AND CAPITAL TRANSACTIONS (a) Employee Benefit Plans The Company maintains qualified defined contribution 401(k) plans, which cover substantially all of its U.S. employees. Under the plans, participants are entitled to make pre-tax contributions up to the annual maximums established by the Internal Revenue Service. The plan documents permit annual discretionary contributions from the Company. Employer contributions in the amount of $1,565 and $1,424 were made during the years ended December 31, 2020 and 2019, respectively. In connection with the Company’s Employee Stock Purchase Plan, share based compensation was $377 and $322 for the years ended December 31, 2020 and 2019, respectively. At December 31, 2020, there were 502,326 shares reserved for issuance under the Purchase Plan. (b) Common Stock During the year ended December 31, 2020, the Company repurchased 2,165,383 shares of its common stock for $48,248 which represents an average price of $22.28 per common share. On July 1, 2020, the Company entered into an agreement to repurchase 900,000 shares of its common stock for $19,800 ($22.00 per common share) from one of its shareholders. In accordance with the agreement, the Company repurchased 450,000 shares for $9,900 on July 2, 2020 and the remaining 450,000 shares were repurchased for $9,900 on November 2, 2020. In addition to the repurchases of common stock, 387,365 shares of the Company’s common stock that were previously held in escrow in connection with the acquisition of in 2017 were forfeited and cancelled on June 11, 2020 to indemnify the Company for certain representations and warranties and related claims pursuant to a related acquisition agreement. stockholder On October 30, 2018, the Company’s Board of Directors authorized a share repurchase program 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 On March 15 On January 15, 2021, the Company issued 1,413,045 shares of common stock (c) Preferred Stock On October 7, 2019, the Company closed its public offering of depositary shares (the “Depositary Shares”), each representing 1/1000 th During the years ended December 31, 2020, and December 31, 2019, the Company issued depository shares equivalent to 232 shares and 49 shares, respectively, of the Series A Preferred Stock through ATM sales. There were 2,581 shares and 2,349 shares issued and outstanding as of December 31, 2020, and December 31, 2019, respectively. Total liquidation preference for the Series A Preferred Stock at December 31, 2020, and December 31, 2019, was $64,519 and $58,723, respectively. Dividends on the Series A preferred paid during the years ended December 31, 2019 and 2020, were $0.11458 and $1.71875 per depository share, respectively. On September 4, 2020, the Company issued depository shares each representing 1/1000th of a share of 7.375% Series B Cumulative Perpetual Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”). The Series B Preferred Stock has a liquidation preference of $25 per 1/1000 depository share or $25,000 per preferred share. As a result of the offering the Company issued 1,300 shares of Series B Preferred Stock represented by 1,300,000 depositary shares. The offering resulted in gross proceeds of approximately $32.5 million. The Company may elect from time to time to offer the Series B Preferred Stock via ATM sales. During the year ended December 31, 2020, the Company issued depository shares equivalent to 90 shares of the Series B Preferred Stock through ATM sales. Total liquidation preference for the Series B Preferred Stock at December 31, 2020, was $34,741. Dividends on the Series B preferred paid during the year ended December 31, 2020, was $0.29193 per depository share. The Series A Preferred Stock and the Series B Preferred Stock ranks, as to dividend rights and rights upon the Company’s liquidation, dissolution or winding up: (i) senior to all classes or series of the Company’s common stock and to all other equity securities issued by the Company other than equity securities issued with terms specifically providing that those equity securities rank on a parity with the Series A Preferred Stock or Series B Preferred Stock, (ii) junior to all equity securities issued by the Company with terms specifically providing that those equity securities rank senior to the Series A Preferred Stock and the Series B Preferred Stock with respect to payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up and (iii) effectively junior to all of the Company’s existing and future indebtedness (including indebtedness convertible into our common stock or preferred stock) and to the indebtedness and other liabilities of (as well as any preferred equity interests held by others in) the Company’s existing or future subsidiaries. Generally, the Series A Preferred Stock and the Series B Preferred Stock is not redeemable by the Company prior to October 7, 2024. However, upon a change of control or delisting event, the Company will have the special option to redeem the Series A Preferred Stock and the Series B Preferred Stock. (d) Dividends From time to time, the Company may decide to pay dividends which will be dependent upon our financial condition and results of operations. On February 25, 2021, the Board of Directors announced an increase to the regular quarterly dividend from $0.375 per share to $0.50 per share. On February 25, 2021, the Company declared a regular quarterly dividend of $0.50 per share and a special dividend of $3.00 per share, which will be paid on or about March 24, 20210 to stockholders of record as of March 10, 2021. During the years ended December 31, 2020 and 2019, the Company paid cash dividends on its common stock of $38,792 and $41,138, respectively. On October 28, 2020, the Board of Directors announced an increase to the regular quarterly dividend from $0.30 per share to $0.375 per share. On October 28, 2020, the Company declared a regular quarterly dividend of $0.375 per share, which was paid on November 24, 2020 to stockholders of record as of November 10, 2020. On July 30, 2020, the Board of Directors announced an increase to the regular quarterly dividend from $0.25 per share to $0.30 per share. On July 30, 2020, the Company declared a regular quarterly dividend of $0.30 per share and a special dividend of $0.05 per share which was paid on August 28, 2020 to stockholders of record as of August 14, 2020. On May 8, 2020, we declared a quarterly dividend of $0.25 per share which was paid on June 10, 2020 to stockholders of record as of June 1, 2020. On February 25, 2020, the Board of Directors announced an increase to the regular quarterly dividend from $0.175 per share to $0.25 per share. While it is the Board’s current intention to make regular dividend payments of $0.50 per share each quarter and special dividend payments dependent upon exceptional circumstances from time to time, our Board of Directors may reduce or discontinue the payment of dividends at any time for any reason it deems relevant. The declaration and payment of any future dividends or repurchases of our common stock will be made at the discretion of our Board of Directors and will be dependent upon our financial condition, results of operations, cash flows, capital expenditures, and other factors that may be deemed relevant by our Board of Directors. A summary of our common stock dividend activity for the years ended December 31, 2020 and 2019 was as follows: Date Declared Date Paid Stockholder Regular Special Total October 28, 2020 November 24, 2020 November 10, 2020 $ 0.375 $ 0.000 $ 0.375 July 30, 2020 August 28, 2020 August 14, 2020 0.300 0.050 0.350 May 8, 2020 June 10, 2020 June 1, 2020 0.250 0.000 0.250 March 3, 2020 March 31, 2020 March 17, 2020 0.250 0.100 0.350 October 30, 2019 November 26, 2019 November 14, 2019 0.175 0.475 0.650 August 1, 2019 August 29, 2019 August 15, 2019 0.175 0.325 0.500 May 1, 2019 May 29, 2019 May 15, 2019 0.080 0.180 0.260 March 5, 2019 March 26, 2019 March 19, 2019 0.080 0.000 0.080 Holders of Series A Preferred Stock, when and as authorized by the board of directors of the Company, are entitled to cumulative cash dividends at the rate of 6.875% per annum of the $25,000 liquidation preference ($25.00 per Depositary Share) per year (equivalent to $1,718.75 or $1.71875 per Depositary Share). Dividends will be payable quarterly in arrears, on or about the last day of January, April, July and October. On January 9, 2020, the Company declared a cash dividend of $0.4296875 per Depositary Share, which was paid on January 31, 2020 to holders of record as of the close of business on January 21, 2020. Holders of Series B Preferred Stock, when and as authorized by the board of directors of the Company, are entitled to cumulative cash dividends at the rate of 7.375% per annum of the $25,000 liquidation preference ($25.00 per Depositary Share) per year (equivalent to $1,843.75 or $1.84375 per Depositary Share). Dividends will be payable quarterly in arrears, on or about the last day of January, April, July and October Our principal sources of liquidity to finance our business is our existing cash on hand, cash flows generated from operating activities, funds available under revolving credit facilities and special purpose financing arrangements. |
Net Capital Requirements
Net Capital Requirements | 12 Months Ended |
Dec. 31, 2020 | |
Brokers and Dealers [Abstract] | |
NET CAPITAL REQUIREMENTS | NOTE 20—NET CAPITAL REQUIREMENTS B. Riley Securities and B. Riley Wealth Management (“BRWM”), the Company’s broker-dealer subsidiaries, are registered with the SEC as broker-dealers and are 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 subsidiaries to maintain minimum net capital and that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. As of December 31, 2020, B. Riley Securities had net capital of $146,060, which was $140,101 in excess of its required net capital of $5,959; and BRWM had net capital of $4,998, which was $4,299 in excess of its required net capital of $699. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 21—RELATED PARTY TRANSACTIONS At December 31, 2020, amounts due from related parties of $986 included $9 from GACP I, L.P. (“GACP I”) and $544 from GACP II, L.P. (“GACP II”) for management fees and other operating expenses, and $433 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. At December 31, 2019, amounts due from related parties of $5,832 included $145 from GACP I and $12 from GACP II for management fees and other operating expenses, $13 due from B. Riley Principal Merger Corp, a company that consummated its initial public offering on April 11, 2019, for which our wholly owned subsidiary, B. Riley Principal Sponsor Co. LLC, was the Sponsor, and $3,846 due from John Ahn, who at the time was the President of Great American Capital Partners, LLC, our indirect wholly owned subsidiary (“GACP”), pursuant to a Secured Line of Promissory Note related to a Transfer Agreement as further discussed below. During the year ended December 31, 2020, the Company sold a portion of a loan receivable to GACP for $1,800. At December 31, 2020, the Company had sold loan participations to BRC Partners Opportunity Fund, LP (“BRCPOF”), a private equity fund managed by one of its subsidiaries, in the amount of $14,816, and recorded interest expense of $1,710 during the year ended December 31, 2020 related to participations. The Company also recorded commission income of $568 from introducing trades on behalf of BRCPOF during the year ended December 31, 2020. % financial interest, which includes a financial interest of Bryant Riley, our Co-Chief Executive Officer, of % in the BRCPOF at December 31, 2020. At December 31, 2020 and December 31, 2019, the Company had outstanding loan to participations to BRCPOF in the amount of and $12,478, respectively. On April 1, 2019, the Company entered into a Transfer Agreement (the “Transfer Agreement”) with GACP II, a fund managed by GACP, and John Ahn, who is the brother of Phil Ahn, the Company’s Chief Financial Officer and Chief Operating Officer. The Transfer Agreement provides for among other things, the transfer to Mr. J. Ahn of 55.56% of the Company’s limited partnership interest in GACP II (the “Transferred Interest”), which represents a capital commitment in the aggregate amount of $5,000. In connection with the Transfer Agreement, the Company provided Mr. J. Ahn with a non-recourse, secured line of credit in an aggregate amount of up to $5,003 pursuant to the terms of a Secured Line of Credit Promissory Note (the “Note”) dated April 1, 2019, to fund the purchase price of the Transferred Interest. We also entered into a Security Agreement with Mr. J. Ahn on April 1, 2019, which granted to the Company a security interest in the Transferred Interest to secure Mr. J. Ahn’s obligations under the Note. The Note is subject to an interest rate per annum of 7.00%. As of December 31, 2019, the principal and accrued interest on the Note were $3,798 and $48, respectively. In June 2020, the Company entered into an investment advisory services agreement with Whitehawk Capital Partners, L.P., a limited partnership controlled by Mr. J. Ahn, (“Whitehawk”). Whitehawk has agreed to provide investment advisory services for GACP I and GACP II. In accordance with the terms of the Note, Mr. Ahn surrendered the Transferred Interest to the Company in exchange for the cancellation of the Note. During the year ended December 31, 2020, interest payments received on the Note were and management fees paid for investment advisory services by Whitehawk was . BRPM II On May 22, 2020, the Company earned $3,275 of underwriting fees from the initial public offering of BRPM II, which was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “BRPM II IPO”). The Company has also agreed to loan BRPM II up to $300 for operating expenses. The loan is interest free and there were no amounts outstanding at December 31, 2020. On September 7, 2020, BRPM II entered into an agreement and plan of merger (the “Merger Agreement”) to acquire Eos Energy Storage LLC, a Delaware limited liability company, a privately held company that is not related to the Company (the “Acquisition”). In order to help meet the condition under the Merger Agreement that BRPM II maintain a certain level of cash available upon the closing (before taking into account certain transaction expenses), the Company entered into an Equity Commitment Letter with BRPM II and B. Riley Principal Sponsor Co. II, LLC, pursuant to which the Company committed to provide up to $40,000 in equity financing at closing, less the number of shares of BRPM II’s common stock already issued pursuant to subscription agreements entered into with investors prior to the closing. Pursuant to the Merger Agreement and the subscription agreement in connection with the Acquisition, the equity commitment was reduced from $40,000 to $21,670 which was funded by the Company upon the closing of the Acquisition in November 2020. BRPM 150 On February 23, 2021, the Company earned $3,000 of underwriting fees from the initial public offering of B. Riley Principal 150 Merger Corp, (“BRPM 150”), which was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “BRPM 150 IPO”). The Company has also agreed to loan BRPM 150 up to $300 for operating expenses. The loan is interest free and there were no amounts outstanding at December 31, 2020. Subsequent to December 31, 2020, the Company loaned BRPM 150 $40 which was repaid in full on March 1, 2021 using proceeds from the BRPM 150 initial public offering. In addition to the above, the Company from time to time participates in commitments, loans and financing arrangements in respect of companies in which the Company has an equity ownership and representation on the board of directors or equivalent 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: Sonim The Company had a loan receivable due from Sonim Technologies, Inc. (“Sonim”) that was included in loans receivable at fair value with a fair value of $9,603 at December 31, 2019. Interest on the loan was payable at 10.0% per annum with a maturity date of September 1, 2022. The original loan was made in October 2017 in connection with the Company’s initial investment in common stock and preferred stock that was purchased from Sonim’s existing shareholders. In October 2017, the Company also entered into a management services agreement with Sonim to provide advisory and consulting services for management fees of up to $200 per year. The management services agreement was terminated in September 2019. In June 2020, Sonim repaid $4,000 of the outstanding loan balance in cash and the remaining principal amount, accrued interest and other amounts outstanding of $6,170 under the loan converted into shares of Sonim common stock at the then public offering price of shares of Sonim’s common stock. Babcock and Wilcox The Company has a last-out term loan receivable due from B&W that is included in loans receivable, at fair value with a fair value of $176,191 at December 31, 2020. As of December 31, 2019, the last-out term loan was included in loans receivable, at cost with a carrying value of $109,147. On January 31, 2020, the Company provided B&W with an additional $30,000 of last-out term loans pursuant to new amendments to B&W’s credit agreement. On May 14, 2020, the Company provided B&W with another $30,000 of last-out term loans pursuant to a further amendment to B&W’s credit agreement which also included future commitments for the Company to loan B&W $40,000 at various dates starting in November 2020 and a limited guaranty by the Company of B&W’s obligations under the amended credit facility, (the “Amendment Transactions”). In November 2020, an additional $10,000 was funded under the May 14, 2020 Amendment. Interest is payable quarterly at the fixed rate of 12.0% per annum in common stock of B&W at $2.28 per common share through December 31, 2020 and in cash thereafter. All of these loans were made to B&W as part of various amendments to B&W’s existing credit agreement with other lenders not related to the Company. As part of the Amendment Transactions, the Company entered into the following agreements: (i) an Amendment and Restatement Agreement, dated as of May 14, 2020, among B&W, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto, including the Company; (ii) a Fee Letter, dated as of May 14, 2020, among the Company and B&W; (iii) a Fee and Interest Equitization Agreement, dated May 14, 2020, between the Company, B. Riley Securities, and B&W; (iv) a Termination Agreement, dated as of May 14, 2020, the Company and B&W and acknowledged by Bank of America, N.A. with respect to the Backstop Commitment Letter; and (v) a Limited Guaranty Agreement, dated as of May 14, 2020, among the Company, B&W and Bank of America, N.A. In connection with making the loan to B&W, in April 2019 the Company received warrants to purchase 1,666,667 shares of common stock of B&W with an exercise price of $0.01 per share. The option to exercise the warrants expires on April 5, 2022. On February 12, 2021, B&W issued the Company an aggregate $35,000 in principal amount of 8.125% senior notes due 2026 in consideration for the cancellation or deemed prepayment of $35,000 principal amount of the existing Tranche A Term Loans made by the Company to B&W. During the year ended December 31, 2020, the Company earned $2,486 of underwriting and financial advisory and other fees from B&W in connection with B&W’s capital raising activities. One of the Company’s wholly owned subsidiaries entered into a services agreement with B&W that provided for the President of the Company to serve as the Chief Executive Officer of B&W until November 30, 2020 (the “Executive Consulting Agreement”), unless terminated by either party with thirty days written notice. The agreement was extended through December 31, 2023. Under this agreement, fees for services provided are $750 per annum, paid monthly. In addition, subject to the achievement of certain performance objectives as determined by B&W’s compensation committee of the board, a bonus or bonuses may also be earned and payable to the Company. The Company is also a party to an Indemnity Rider with B&W, as disclosed above in Note 17 – Commitments and Contingencies. Maven The Company has loans receivable due from the Maven, Inc. (“Maven”) that are included in loans receivable, at fair value of $56,552 at December 31, 2020. At December 31, 2019, the Company had a loan receivable due from Maven that is included in loans receivable at fair value of $21,150 and another loan receivable from Maven that is included in loans receivable at historical cost with a carrying value of $47,933 (which is comprised of the principal balance due in the amount of $49,921, less original issue discount of $1,988). Interest on these loans is payable at 12.0% to 15.0% per annum with maturity dates through June 2022. On October 28, 2020, in connection with a capital raise by Maven, the Company converted $3,367 of Maven notes receivable into 3,367 shares of Maven Series K Preferred stock. In November 2020, the Company earned $441 of financial advisory fees from Maven in connection with providing services with their capital raising activities. On December 30, 2020, the Company converted loans receivable with a principal value of $9,991 and accrued but unpaid interest of $2,698 into 38,376,090 shares of Maven common stock at an average price of $0.33 per share. Franchise Group The Company has a loan receivable due from Vitamin Shoppe, a subsidiary of FRG, (“Vitamin Shoppe”) that was included in loans receivable, at fair value with a fair value of $4,951 at December 31, 2019. Interest was payable at 13.7% per annum with a maturity date of December 16, 2022. The principal balance of $4,697 on the Vitamin Shoppe loan receivable was repaid in May 2020 and the final interest payment of $31 was paid on June 1, 2020. In the second quarter of 2020, B. Riley no longer had representation on the board of directors or the right to appoint members of the board of directors of FRG and no longer exercised significant influence over FRG. As such, FRG is no longer a related party. For the period when FRG was a related party, the Company recognized $7,160 of advisory fees from FRG in connection with FRG’s capital raising and acquisition transactions. As of December 31, 2020, the Company is party to the commitment described under the heading “PSP Commitment” and the Loan Participant Guaranty with FRG each as disclosed above in Note 17 – Commitments and Contingencies. Alta Equipment Group, Inc. In December 2020, the Company earned $828 underwriting and financial advisory fees from Alta Equipment Group, Inc. (“Alta”) in connection with providing services to Alta in connection with their capital raising activities. Dash Medical Gloves, Inc. On March 2, 2021, the Company purchased a $2,400 minority equity interest in Dash Medical Holdings, LLC (“Dash”). The Company also loaned Dash Holding Company, Inc. (together with Dash Medical Holdings, LLC, “Dash”), $3,000 pursuant to that certain Subordinated Working Capital Promissory Note (the “ Note Lingo The Company has a loan receivable due from Lingo Management LLC included in loans receivable at fair value with a fair value of $55,066 at December 31, 2020. The term loan bears interest at 16.0% per annum with a maturity date of December 1, 2022. The term loan has a conversion option that allows the Company to convert $17,500 of the term loan to ownership shares under certain conditions. If exercised, the conversion would increase the Company’s ownership interest in Lingo from 40% to 80%. Bebe The Company has a loan receivable due from bebe Stores, Inc. included in loans receivable at fair value with a fair value of $8,000 at December 31, 2020. The term loan bears interest at 16.0% per annum with a maturity date of November 10, 2021. National Holdings On February 25, 2021, the Company completed the acquisition of National Holdings Corporation (“National”), pursuant to an agreement and plan of merger dated January 10, 2021, following the successful completion of a tender offer commenced by us on January 27, 2021. We previously owned approximately 45% of the common stock of National. Cash consideration to purchase the remaining approximately 55% of National that the Company did not own and cash consideration for the settlement of outstanding share based awards of National amounted to $35,442. The Company expects to use the purchase method of accounting for this acquisition. |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | NOTE 22—BUSINESS SEGMENTS The Company’s business is classified into the Capital Markets segment, Auction and Liquidation segment, Financial Consulting segment, Principal Investments - United Online and magicJack segment and Brands segment. These reportable segments are all distinct businesses, each with a different marketing strategy and management structure. During the fourth quarter of 2020, the Company realigned its segment reporting structure to reflect organizational management changes. Under the new structure, the valuation and appraisal businesses are reported in the Financial Consulting segment and our bankruptcy, financial advisory, forensic accounting, and real estate consulting businesses that were previously reported in the Capital Markets segment are now reported in the Financial Consulting segment. In conjunction with the new reporting structure, the Company recast its segment presentation for all periods presented. The following is a summary of certain financial data for each of the Company’s reportable segments : Year Ended December 31, 2020 2019 2018 Capital Markets segment: Revenues - Services and fees $ 412,222 $ 264,703 $ 232,074 Trading income (losses) and fair value adjustments on loans 104,018 106,463 (8,004 ) Interest income - Loans and securities lending 102,499 77,221 38,277 Total revenues 618,739 448,387 262,347 Selling, general and administrative expenses (267,330 ) (239,716 ) (217,855 ) Restructuring (charge) recovery (917 ) 4 (8,321 ) Interest expense - Securities lending and loan participations sold (42,451 ) (32,144 ) (23,039 ) Depreciation and amortization (4,266 ) (4,858 ) (5,677 ) Segment income 303,775 171,673 7,455 Auction and Liquidation segment: Revenues - Services and fees 63,101 18,296 54,923 Revenues - Sale of goods 25,663 4,220 63 Total revenues 88,764 22,516 54,986 Direct cost of services (40,730 ) (33,296 ) (19,627 ) Cost of goods sold (9,766 ) (4,016 ) (41 ) Selling, general and administrative expenses (12,357 ) (10,731 ) (8,274 ) Restructuring charge (140 ) — — Depreciation and amortization (2 ) (7 ) (31 ) Segment income (loss) 25,769 (25,533 ) 27,013 Financial Consulting segment: Revenues - Services and fees 91,622 76,292 51,424 Selling, general and administrative expenses (68,232 ) (58,226 ) (37,322 ) Restructuring charge (500 ) — (57 ) Depreciation and amortization (347 ) (252 ) (251 ) Segment income 22,543 17,814 13,794 Principal Investments - United Online and magicJack segment: Revenues - Services and fees 83,666 97,147 53,659 Revenues - Sale of goods 3,472 3,715 575 Total revenues 87,138 100,862 54,234 Direct cost of services (19,721 ) (25,529 ) (15,127 ) Cost of goods sold (2,694 ) (3,559 ) (759 ) Selling, general and administrative expenses (20,352 ) (24,256 ) (10,962 ) Depreciation and amortization (11,011 ) (12,658 ) (7,600 ) Restructuring charge — (1,703 ) (338 ) Segment income 33,360 33,157 19,448 Brands segment: Revenues - Services and fees 16,458 4,055 — Selling, general and administrative expenses (2,889 ) (881 ) — Depreciation and amortization (2,858 ) (507 ) — Impairment of tradenames (12,500 ) — — Segment (loss) income (1,789 ) 2,667 — Consolidated operating income from reportable segments 383,658 199,778 67,710 Corporate and other expenses (including restructuring recovery of $210 during the year ended December 31, 2018) (38,893 ) (33,127 ) (22,326 ) Interest income 564 1,577 1,326 (Loss) income on equity investments (623 ) (1,431 ) 7,986 Interest expense (65,249 ) (50,205 ) (33,393 ) Income before income taxes 279,457 116,592 21,303 Provision for income taxes (75,440 ) (34,644 ) (4,903 ) Net income 204,017 81,948 16,400 Net (loss) income attributable to noncontrolling interests (1,131 ) 337 891 Net income attributable to B. Riley Financial, Inc. 205,148 81,611 15,509 Preferred stock dividends 4,710 264 — Net income available to common shareholders $ 200,438 $ 81,347 $ 15,509 The following table presents revenues by geographical area: Year Ended December 31, 2020 2019 2018 Revenues: Revenues - Services and fees: North America $ 641,127 $ 460,374 $ 390,732 Australia 664 58 19 Europe 25,278 61 1,329 Total Revenues - Services and fees $ 667,069 $ 460,493 $ 392,080 Trading income (losses) and fair value adjustments on loans North America $ 104,018 $ 106,463 $ (8,004 ) Revenues - Sale of goods North America $ 6,788 $ 7,935 $ 638 Europe 22,347 — — Total Revenues - Sale of Goods $ 29,135 $ 7,935 $ 638 Revenues - Interest income - Loans and securities lending: North America $ 102,499 $ 77,221 $ 38,277 Total Revenues: North America $ 854,432 $ 651,993 $ 421,643 Australia 664 58 19 Europe 47,625 61 1,329 Total Revenues $ 902,721 $ 652,112 $ 422,991 As of December 31, 2020 and 2019 long-lived assets, which consist of property and equipment and other assets of $11,685 and $12,727, 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. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | NOTE 23—SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) Quarter Ended March 31, June 30, September 30, December 31, 2020 2020 2020 2020 Total revenues $ (206 ) $ 266,468 $ 226,253 $ 410,206 Operating (loss) income $ (121,144 ) $ 131,340 $ 83,501 $ 251,068 (Loss) income before income taxes $ (136,788 ) $ 114,737 $ 67,603 $ 233,905 Benefit from (provision for) income taxes $ 37,539 $ (32,208 ) $ (18,711 ) $ (62,060 ) Net (loss) income $ (99,249 ) $ 82,529 $ 48,892 $ 171,845 Net (loss) income attributable to common shareholders $ (99,720 ) $ 82,753 $ 47,291 $ 170,114 (Loss) earnings per common share: Basic $ (3.83 ) $ 3.23 $ 1.86 $ 6.72 Diluted $ (3.83 ) $ 3.07 $ 1.75 $ 57.35 Weighted average common shares outstanding: Basic 26,028,613 25,627,085 25,446,292 25,331,918 Diluted 26,028,613 26,992,823 27,050,448 2,966,501 Quarter Ended March 31, June 30, September 30, December 31, 2019 2019 2019 2019 Total revenues $ 142,128 $ 164,684 $ 180,063 $ 165,237 Operating income $ 24,978 $ 44,255 $ 59,851 $ 37,567 Income before income taxes $ 11,083 $ 31,598 $ 48,553 $ 25,358 Provision for income taxes $ (3,104 ) $ (9,289 ) $ (14,409 ) $ (7,842 ) Net income $ 7,979 $ 22,309 $ 34,144 $ 17,516 Net income attributable to B. Riley Financial, Inc. $ 8,023 $ 22,157 $ 34,302 $ 17,129 Earnings per common share: Basic $ 0.31 $ 0.84 $ 1.29 $ 0.64 Diluted $ 0.30 $ 0.82 $ 1.21 $ 0.59 Weighted average common shares outstanding: Basic 26,217,215 26,278,352 26,556,223 26,547,023 Diluted 26,687,531 26,896,573 28,233,423 28,412,871 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | ( a) Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of B. Riley Financial, Inc. and its wholly-owned and majority-owned subsidiaries. The consolidated financial statements also include the accounts of Great American Global Partners, LLC which is controlled by the Company as a result of its ownership of a 50% member interest, appointment of two of the three executive officers and significant influence over the funding of operations. All intercompany accounts and transactions have been eliminated upon consolidation. The accounting guidance requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a Variable Interest Entity (“VIE”); to eliminate the solely quantitative approach previously required for determining the primary beneficiary of a VIE; to add an additional reconsideration event for determining whether an entity is a VIE when any changes in facts and circumstances occur such that holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity’s economic performance; and to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a VIE. |
Use of Estimates | (b) Use of Estimates The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expense during the reporting period. Estimates are used when accounting for certain items such as valuation of securities, allowance for doubtful accounts, the fair value of intangible assets and goodwill, the fair value of mandatorily redeemable noncontrolling interests, fair value of share based arrangements and accounting for income tax valuation allowances, recovery of contract assets and sales returns and allowances. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ. |
Direct Cost of Services | (c) Revenue Recognition On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers Revenues are recognized when control of the promised goods or performance obligations for services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services. Revenues from contracts with customers in the Capital Markets segment, Auction and Liquidation segment, Financial Consulting segment, Principal Investments – United Online and magicJack segment and Brands segment are primarily comprised of the following: Capital Markets segment Fees from wealth and asset management services consist primarily of investment management fees that are recognized over the period the performance obligation for the services are provided. Investment management fees are primarily comprised of fees for investment management services and are generally based on the dollar amount of the assets being managed. Revenues from sales and trading are recognized when the performance obligation is satisfied and include commissions resulting from equity securities transactions executed as agent or principal and are recorded on a trade date basis and fees paid for equity research. Revenues from other sources in the Capital Markets segment is primarily comprised of (i) interest income from loans receivable and securities lending activities, (ii) related net trading gains and losses from market making activities, the commitment of capital to facilitate customer orders and fair value adjustments on loans, (iii) trading activities from the Company’s principal investments in equity and other securities for the Company’s account, and (iv) other income. Interest income from securities lending activities consists of interest income from equity and fixed income securities that are borrowed from one party and loaned to another. The Company maintains relationships with a broad group of banks and broker-dealers to facilitate the sourcing, borrowing and lending of equity and fixed income securities in a “matched book” to limit the Company’s exposure to fluctuations in the market value or securities borrowed and securities loaned. Other revenues include (i) net trading gains and losses from market making activities in the Company’s fixed income group, (ii) carried interest from the Company’s asset management recognized as earnings from financial assets within the scope of ASC 323 - Investments - Equity Method and Joint Ventures Revenue from Contracts with Customers Investments - Equity Method and Joint Ventures Auction and Liquidation segment Revenues earned from Auction and Liquidation services contracts where the Company guarantees a minimum recovery value for goods being sold at auction or liquidation are recognized over time when the performance obligation is satisfied. The Company generally uses the cost-to-cost measure of progress for the Company’s contracts because it best depicts the transfer of services to the customer which occurs as the Company incurs costs on its contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. Costs to fulfill the contract include labor and other direct costs incurred by the company related to the contract. Due to the nature of the guarantees and performance obligations under these contracts, the estimation of revenue that is ultimately earned is complex and subject to many variables and requires significant judgment. It is common for these contracts to contain provisions that can either increase or decrease the transaction price upon completion of the Company’s performance obligations under the contract. Estimated amounts are included in the transaction price at the most likely amount it is probable that a significant reversal of revenue will not occur. The Company estimates of variable consideration and determination of whether or not to include estimated amounts in the transaction price are based on an assessment of the Company’s anticipated performance under the contract taking into consideration all historical, current and forecasted information that is reasonably available to the Company. Costs that directly relate to the contract and expected to be recoverable are capitalized as an asset and included in advances against customer contracts in the accompanying consolidated balance sheets. These costs are amortized as the services are transferred to the customer over the contract period, which generally does not exceed six months, and the expense is recognized as a component of direct cost of services. If, during the auction or liquidation sale, the Company determines that the total costs to be incurred on a performance obligation under a contract exceeds the total estimated revenues to be earned, a provision for the entire loss on the performance obligation is recognized in the period the loss is determined. If the Company determines that the variable consideration used in the initial determination of the transaction price for the contract is such that the total recoveries from the auction or liquidation will not exceed the guaranteed recovery values or advances made in accordance with the contract, the transaction price will be reduced and a loss or negative revenue could result from the performance obligation. A provision for the entire loss as negative revenue on the performance obligation is recognized in the period the loss is determined. Financial Consulting segment Principal Investments – United Online and magicJack segment Service revenues from fees charged to United Online pay accounts are recognized in the period in which fees are fixed or determinable and the related services are provided to the customer. The Company’s pay accounts generally pay in advance for their services by credit card, PayPal, automated clearinghouse or check, and revenues are then recognized ratably over the service period. Advance payments from pay accounts are recorded in the consolidated balance sheets as deferred revenue. In circumstances where payment is not received in advance, revenues are only recognized if collectability is probable. Revenues from sales of the magicJack devices and access rights represent revenues recognized from sales of the magicJack devices to retailers, wholesalers, or direct to customers, net of returns, over the period associated with the access right period. Revenues for the device and initial access right were accounted for as a combined unit of accounting and recognized ratably over the service term. The transaction price for magicJack devices is allocated between equipment and service based on stand-alone selling prices. Revenues allocated to equipment are recognized upon delivery (when control transfers to the customer), and service revenue is recognized ratably over the service term. The Company estimates the return of direct sales as part of the transaction price using a six month rolling average of historical returns. Revenues for hardware and shipping are recognized at the time of delivery and revenues for services are recognized ratably over the service term. The Company recognizes revenue for hardware based on delivery terms to the retailer and revenue for service is deferred for the delay period and recognized ratably over the remaining access right period. Revenues from access rights renewals and mobile apps represents revenues from customers purchasing rights to access the Company’s servers beyond the access right period included in a magicJack device or magicJack service. The extended access right ranges from one to five years. These fees charged to customers are initially deferred and recognized as revenue ratably over the extended access right period. Revenues from access rights granted to users of the magicJack Apps are recognized ratably over the access right period. Revenues from the sale of other magicJack related products are revenues recognized from the sale of other items related to the magicJack devices and access right renewals the Company offers its customers, including porting fees charged to customers to port their existing phone number to a magicJack device or services, fees charged for customer to select a custom, vanity or Canadian phone number and fees charged to customers to change their existing number. These revenues are recognized at the time of sale. Prepaid minutes revenues are primarily from the usage and expiration of international prepaid minutes, net of chargebacks. Revenues from prepaid minutes are recognized as minutes are used. Revenues from access and wholesale charges are generated from access fees charged to other telecommunication carriers or providers for Interexchange Carriers (“IXC”) calls terminated to the Company’s end-users, and other fees charged to telecommunication carriers or providers for origination of calls to their 800-numbers. These revenues are recorded based on rates set forth in the respective state and federal tariffs or negotiated contract rates, less provisions for billing adjustments. Revenues from access and wholesale charges are recognized as calls are terminated to the network. UCaaS revenues are recurring monthly service revenue from sales of its hosted services. Customers are billed monthly in advance for these recurring services and in arrears for one time service charges and other certain usage charges. UCaaS revenues also includes non-recurring revenue from the sale of hardware and network equipment. Revenues for recurring monthly service are recorded in the period the services are provided over the term of the respective customer agreements and revenue from the sale of hardware and network equipment is recognized in the period that the equipment is delivered and put into service. Advertising revenues consist primarily of amounts from the Company’s Internet search partner that are generated as a result of users utilizing the partner’s Internet search services and amounts generated from display advertisements. The Company recognizes such advertising revenues in the period in which the advertisement is displayed or, for performance-based arrangements, when the related performance criteria are met. In determining whether an arrangement exists, the Company ensures that a written contract is in place, such as a standard insertion order or a customer-specific agreement. The Company assesses whether performance criteria have been met and whether the fees are fixed or determinable based on a reconciliation of the performance criteria and the payment terms associated with the transaction. The reconciliation of the performance criteria generally includes a comparison of customer-provided performance data to the contractual performance obligation and to internal or third-party performance data in circumstances where that data is available. Brands segment Payments received as consideration for the grant of a license are recorded as deferred revenue at the time payment is received and recognized ratably as revenue over the term of the license agreement. Advanced royalty payments are recorded as deferred revenue at the time payment is received and recognized as revenue when earned. Revenue is not recognized unless collectability is probable. |
Direct Cost of Services | (d) Direct Cost of Services Direct cost of services relates to service and fee revenues. Direct costs of services include participation in profits under collaborative arrangements in which the Company is a majority participant. Direct costs of services also include the cost of consultants and other direct expenses related to Auction and Liquidation contracts pursuant to commission and fee based arrangements in the Auction and Liquidation segment. Direct cost of services in the Principal Investments - United Online and magicJack segment include cost of telecommunications and data center costs, personnel and overhead-related costs associated with operating the Company’s networks, servers and data centers, sales commissions associated with multi-year service plans, depreciation of network computers and equipment, amortization expense, third party advertising sales commissions, license fees, costs related to providing customer support, costs related to customer billing and processing of customer credit cards and associated bank fees. Direct cost of services does not include an allocation of the Company’s overhead costs. |
Interest Expense - Securities Lending Activities and Loan Participations Sold | (e) Interest Expense - Securities Lending Activities and Loan Participations Sold Interest expense from securities lending activities is included in operating expenses related to operations in the Capital Markets segment. Interest expense from securities lending activities is incurred from equity and fixed income securities that are loaned to the Company and totaled $40,490, $30,739 and $23,039 for the years ended December 31, 2020, 2019 and 2018, respectively. Loan participations sold as of December 31, 2020 and 2019 totaled $17,316 and $12,478, respectively. Interest expense from loan participations sold totaled $1,961 and $1,405 for the years ended December 31, 2020 and 2019, respectively. |
Concentration of Risk | (f) Concentration of Risk Revenues in the Capital Markets, Financial Consulting, Principal Investments - United Online and magicJack and Brands segments are currently primarily generated in the United States. Revenues in the Auction and Liquidation segment are primarily generated in the United States, Australia, Canada and Europe. The Company’s activities in the Auction and Liquidation segment are executed frequently with, and on behalf of, distressed customers and secured creditors. Concentrations of credit risk can be affected by changes in economic, industry, or geographical factors. The Company seeks to control its credit risk and potential risk concentration through risk management activities that limit the Company’s exposure to losses on any one specific liquidation services contract or concentration within any one specific industry. To mitigate the exposure to losses on any one specific liquidations services contract, the Company sometimes conducts operations with third parties through collaborative arrangements. The Company maintains cash in various federally insured banking institutions. The account balances at each institution periodically exceed the Federal Deposit Insurance Corporation’s (“FDIC”) insurance coverage, and as a result, there is a concentration of credit risk related to amounts in excess of FDIC insurance coverage. The Company has not experienced any losses in such accounts. The Company also has substantial cash balances from proceeds received from auctions and liquidation engagements that are distributed to parties in accordance with the collaborative arrangements. |
Advertising Expenses | (g) Advertising Expenses The Company expenses advertising costs, which consist primarily of costs for printed materials, as incurred. Advertising costs totaled $3,013, $1,903 and $2,727 for the years ended December 31, 2020, 2019 and 2018, respectively. Advertising expense is included as a component of selling, general and administrative expenses in the accompanying consolidated statements of income. |
Share-Based Compensation | (h) Share-Based Compensation The Company’s share-based payment awards principally consist of grants of restricted stock, restricted stock units and costs associated with the Company’s employee stock purchase plan. In accordance with the applicable accounting guidance, share-based payment awards are classified as either equity or liabilities. For equity-classified awards, the Company measures compensation cost for the grant of membership interests at fair value on the date of grant and recognizes compensation expense in the consolidated statements of income over the requisite service or performance period the award is expected to vest. In June 2018, the Company adopted the 2018 Employee Stock Purchase Plan (“Purchase Plan”) which allows eligible employees to purchase common stock through payroll deductions at a price that is 85% of the market value of the common stock on the last day of the offering period. In accordance with the provisions of ASC 718, Compensation - Stock Compensation |
Income Taxes | (i) Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect 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 | (j) Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. |
Restricted Cash | (k) Restricted Cash As of December 31, 2020, restricted cash included $764 of cash collateral for foreign exchange contracts and $471 of collateral related to one of the Company’s telecommunication suppliers. As of December 31, 2019, restricted cash balance is $471 related to one of the Company’s telecommunication suppliers. |
Securities Borrowed and Securities Loaned | (l) Securities Borrowed and Securities Loaned Securities borrowed and securities loaned are recorded based upon the amount of cash advanced or received. Securities borrowed transactions facilitate the settlement process and require the Company to deposit cash or other collateral with the lender. With respect to securities loaned, the Company receives collateral in the form of cash. The amount of collateral required to be deposited for securities borrowed, or received for securities loaned, is an amount generally in excess of the market value of the applicable securities borrowed or loaned. The Company monitors the market value of the securities borrowed and loaned on a daily basis, with additional collateral obtained, or excess collateral recalled, when deemed appropriate. The Company accounts for securities lending transactions in accordance with ASC “Topic 210: Balance Sheet,” which requires companies to report disclosures of offsetting assets and liabilities. The Company does not net securities borrowed and securities loaned and these items are presented on a gross basis in the consolidated balance sheets. |
Due from/to Brokers, Dealers, and Clearing Organizations | (m) Due from/to Brokers, Dealers, and Clearing Organizations The Company clears all of its proprietary and customer transactions through other broker-dealers on a fully disclosed basis. The amount receivable from or payable to the clearing brokers represents the net of proceeds from unsettled securities sold, the Company’s clearing deposits and amounts receivable for commissions less amounts payable for unsettled securities purchased by the Company and amounts payable for clearing costs and other settlement charges. This amount also includes the cash collateral received for securities loaned less cash collateral for securities borrowed. Any amounts payable would be fully collateralized by all of the securities owned by the Company and held on deposit at the clearing broker. |
Accounts Receivable | (n) Accounts Receivable Accounts receivable represents amounts due from the Company’s Auction and Liquidation, Financial Consulting, Capital Markets, Principal Investments - United Online and magicJack and Brands customers. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management utilizes the expected loss model. Management also considers historical losses adjusted for current market conditions and the customers’ financial condition and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. The Company’s bad debt expense and changes in the allowance for doubtful accounts for the years ended December 31, 2020 and 2019 are included in Note 6. |
Leases | (o) Leases The Company determines if an arrangement is, or contains, a lease at the inception date. Operating leases are included in right-of-use assets, with the related liabilities included in operating lease liabilities in the consolidated balance sheet. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. We use our estimated incremental borrowing rate in determining the present value of lease payments. Variable components of the lease payments such as fair market value adjustments, utilities, and maintenance costs are expensed as incurred and not included in determining the present value. Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components which are accounted for as a single lease component. See Note 9 for additional information on leases. |
Property and Equipment | (p) Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are 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 and amortization expense on property and equipment was $3,632, $5,202 and $4,674 for the years ended December 31, 2020, 2019 and 2018, respectively. |
Loans Receivable | (q) Loans Receivable The Company adopted the new credit loss standard effective January 1, 2020. Pursuant to ASU 2016-13 and its amendment ASU 2019-05, the Company elected the irrevocable fair value option for all outstanding loans receivable that were previously measured at amortized cost. Under the fair value option, loans receivable 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 income. These loans are no longer subject to evaluation for impairment through an allowance for loan loss as such losses will be captured through fair value changes. The impact of adopting ASC 326 was immaterial to the consolidated financial statements. Loans receivable, at fair value totaled $390,689 and $43,338 at December 31, 2020 and 2019, respectively. The loans have various maturities through December 2024. As of December 31, 2020, and 2019, the historical cost of loans receivable accounted for under the fair value option was $405,064 and $32,578, respectively, which included principal balances of $416,401 and $32,691 and unamortized costs, origination fees, premiums and discounts, totaling $11,337 and $113, respectively. During the year ended December 31, 2020, the Company recorded unrealized losses of $22,033 on the loans receivable, at fair value, which is included in trading income (losses) and fair value adjustments on loans on the consolidated statement of income. Prior to the adoption of the new credit loss standard effective January 1, 2020, at December 31, 2019 loans receivable, at historical cost totaled $225,848. Loans receivable, at cost were reported at their outstanding principal balances of $232,118 net of $6,270 of unearned income, and loan origination costs which includes unamortized deferred fees and costs on originated loans, and for purchased loans, net of any unamortized premiums or discounts. The Company may periodically provide limited guarantees to third parties for loans that are made to investment banking and lending customers. At December 31, 2020, the Company has provided limited guarantees with respect to the Franchise Group, Inc. (collectively with all of its affiliates, “FRG”) as further described in Note 21 and Babcock & Wilcox Enterprises, Inc. (“B&W”) as further described in Note 17(c). In accordance with the new 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. At December 31, 2020, the Company has not recorded any provision for credit losses on the FRG and B&W guarantees since the underlying guaranteed loans are senior to most of the outstanding debt of FRG and B&W and the Company believes that there is sufficient collateral to protect the Company from any credit loss exposure. The maximum amount of credit exposure related to these limited guarantees is approximately $195,000. Interest income on loans receivable is recognized based on the stated interest rate of the loan on the unpaid principal balance plus the amortization of any costs, origination fees, premiums and discounts and is included in interest income - loans and securities lending on the consolidated statement of income. Loan origination fees and certain direct origination costs are deferred and recognized as adjustments to interest income over the lives of the related loans. Unearned income, discounts and premiums are amortized to interest income using a level yield methodology. |
Securities and Other Investments Owned and Securities Sold Not Yet Purchased | (r) Securities and Other Investments Owned and Securities Sold Not Yet Purchased Securities owned consist of equity securities including, common and preferred stocks, warrants, and options; corporate bonds; other fixed income securities including, government and agency bonds; loans receivable valued at fair value; and investments in partnerships. Securities sold, but not yet purchased 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 December 31, 2020 and 2019, the Company’s securities and other investments owned and securities sold not yet purchased at fair value consisted of the following securities: December 31, December 31, 2020 2019 Securities and other investments owned: Equity securities $ 697,288 $ 353,162 Corporate bonds 3,195 19,020 Other fixed income securities 1,913 8,414 Partnership interests and other 74,923 27,617 $ 777,319 $ 408,213 Securities sold not yet purchased: Equity securities $ 4,575 $ 5,360 Corporate bonds 4,288 33,436 Other fixed income securities 1,242 3,024 $ 10,105 $ 41,820 |
Goodwill and Other Intangible assets | (s) Goodwill and Other Intangible Assets The Company accounts for goodwill and intangible assets in accordance with the accounting guidance which requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. Goodwill includes the excess of the purchase price over the fair value of net assets acquired in business combinations and the acquisition of noncontrolling interests. ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. The Company operates five reporting units, which are the same as its reporting segments described in Note 22. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. When testing goodwill for impairment, in accordance with ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, the Company made a qualitative assessment of the impact of the COVID-19 outbreak on goodwill and other intangible assets. Based on the Company’s qualitative assessments during 2020, the Company concluded that a positive assertion can be made from the qualitative assessment that it is more likely than not that the fair value of the reporting units exceeded their carrying values and no impairments were identified. The Company reviews the carrying value of its amortizable intangibles and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the asset or asset group to the undiscounted cash flows that the asset or asset group is expected to generate. If the undiscounted cash flows of such assets are less than the carrying amount, the impairment to be recognized is measured by the amount by which the carrying amount of the asset or asset group, if any, exceeds its fair market value. During the year ended December 31, 2020, the Company determined that the COVID-19 outbreak was a triggering event for testing the indefinite-lived tradenames in the Brands segment during the first quarter and again in the second quarter and determined that the indefinite-lived tradenames in the Brands segment were impaired. As a result, the Company recognized impairment charges of $12,500, during the year ended December 31 2020, which are included as an impairment of tradenames in the Company’s consolidated statement of income. During the year ended December 31, 2019, the Company recognized no impairment of intangibles. |
Fair Value Measurements | (t) Fair Value Measurements The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) for identical instruments that are highly liquid, observable and actively traded in over-the-counter markets. Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations whose inputs are observable and can be corroborated by market data. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls 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 equity securities including, common and preferred stocks, warrants, and options corporate bonds; other fixed income securities including, government and agency bonds; loans receivable valued at fair value; and investments in partnerships. Investments in equity securities that are based on quoted prices in active markets are included in Level 1 of the fair value hierarchy. The Company also holds nonpublic equity securities 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 are derived from the most recent statements received from the general partner or fund administrator. These partnership and investment fund interests are valued at net asset value (“NAV”) and are excluded from the fair value hierarchy in the table below in accordance with ASC “Topic 820: Fair Value Measurements.” At December 31, 2020 and 2019, partnership and investment fund interests valued at NAV of $74,923 and $27,617, respectively, are included in securities and other investments owned in the accompanying consolidated balance sheets. Securities and other investments owned also include investments in nonpublic entities that do not have a readily determinable fair value and do not report NAV per share. These investments are accounted for using a measurement alternative under which they are measured at cost and adjusted for observable price changes and impairments. Observable price changes result from, among other things, equity transactions for the same issuer executed during the reporting period, including subsequent equity offerings or other reported equity transactions related to the same issuer. For these transactions to be considered observable price changes of the same issuer, we evaluate whether these transactions have similar rights and obligations, including voting rights, distribution preferences, conversion rights, and other factors, to the investments we hold. 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. We had no investments measured at fair value on a nonrecurring basis for the years ended December 31, 2020 and 2019. At December 31, 2020, investments in nonpublic entities valued using a measurement alternative of $26,948 are included in securities and other investments owned in the accompanying consolidated balance sheets. 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 December 31, 2020 and 2019. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2020 Using Quoted prices in Other Significant Fair value at active markets for observable unobservable December 31 identical assets inputs inputs 2020 (Level 1) (Level 2) (Level 3) Assets: Securities and other investments owned: Equity securities $ 670,340 $ 521,048 $ — $ 149,292 Corporate bonds 3,195 — 3,195 — Other fixed income securities 1,913 — 1,913 — Total securities and other investments owned 675,448 521,048 5,108 149,292 Loans receivable, at fair value 390,689 — — 390,689 Total assets measured at fair value $ 1,066,137 $ 521,048 $ 5,108 $ 539,981 Liabilities: Securities sold not yet purchased: Equity securities $ 4,575 $ 4,575 $ — $ — Corporate bonds 4,288 — 4,288 — Other fixed income securities 1,242 — 1,242 — Total securities sold not yet purchased 10,105 4,575 5,530 — Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,700 — — 4,700 Total liabilities measured at fair value $ 14,805 $ 4,575 $ 5,530 $ 4,700 Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2019 Using Quoted prices in Other Significant Fair value at active markets for observable unobservable December 31 identical assets inputs inputs 2019 (Level 1) (Level 2) (Level 3) Assets: Securities and other investments owned: Equity securities $ 353,162 $ 243,911 $ — $ 109,251 Corporate bonds 19,020 — 19,020 — Other fixed income securities 8,414 — 8,414 — Total securities and other investments owned 380,596 243,911 27,434 109,251 Loans receivable, at fair value 43,338 — — 43,338 Total assets measured at fair value $ 423,934 $ 243,911 $ 27,434 $ 152,589 Liabilities: Securities sold not yet purchased: Equity securities $ 5,360 $ 5,360 $ — $ — Corporate bonds 33,436 — 33,436 — Other fixed income securities 3,024 — 3,024 — Total securities sold not yet purchased 41,820 5,360 36,460 — Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,616 — — 4,616 Total liabilities measured at fair value $ 46,436 $ 5,360 $ 36,460 $ 4,616 As of December 31, 2020 and 2019, financial assets measured and reported at fair value on a recurring basis and classified within Level 3 were $539,981 and $152,589, respectively, or 20.3% and 6.6%, respectively, of the Company’s total assets. In determining the fair value for these Level 3 financial assets, the Company analyzes various financial, performance and market factors to estimate the value, including where applicable, over-the-counter market trading activity. The following table summarizes the significant unobservable inputs in the fair value measurement of level 3 financial assets and liabilities by category of investment and valuation technique as of December 31, 2020: Fair value at December 31, Weighted 2020 Valuation Technique Unobservable Input Range Average Assets: Equity securities $ 149,292 Market approach Multiple of EBITDA 5.50x - 8.00x 6.20x Multiple of PV-10 0.27x 0.27x Market price of related security $0.40 - $30.15/share $2.98 Option pricing model Annualized volatility 0.34 - 1.11 0.54 Loans receivable at fair value 390,689 Discounted cash flow Market interest rate 4.9% - 37.5% 16.7% Market approach Market price of related security $0.40/share $0.40 Total level 3 assets measured at fair value $ 539,981 Liabilities: Mandatorily redeemable noncontrolling interests issued after November 5, 2003 $ 4,700 Market approach Operating income multiple 6.0x 6.0x The changes in Level 3 fair value hierarchy during the year ended December 31, 2020 and 2019 are as follows: Level 3 Level 3 Changes During the Period Level 3 Balance at Fair Relating to Purchases, Transfer in Balance at Beginning of Value Undistributed Sales and and/or out End of Year Adjustments Earnings Settlements of Level 3 Period Year Ended December 31, 2020 Equity securities $ 109,251 $ (4,358 ) $ — $ 54,178 $ (9,779 ) $ 149,292 Loans receivable at fair value 43,338 (21,676 ) 4,052 139,127 225,848 390,689 Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,616 — 84 — — 4,700 Year Ended December 31, 2019 Equity securities $ 24,577 $ (4,809 ) $ 1,424 $ 91,243 $ (3,184 ) $ 109,251 Loans receivable at fair value 33,731 10,999 1,621 (3,013 ) — 43,338 Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,633 — (17 ) — — 4,616 The Company adopted ASU 2016-13 and its amendment ASU 2019-05 effective January 1, 2020. Pursuant to ASU 2016-13 and its amendment ASU 2019-05, the Company elected the irrevocable fair value option for all outstanding loans receivable that were measured at amortized cost as of December 31, 2019. The loans receivable, at fair value are included in transfers into level 3 fair value assets in the above table. The amounts reported in the table above for the years ended December 31, 2020 and 2019 include the amount of undistributed earnings attributable to the noncontrolling interests that is distributed on a quarterly basis. The carrying amounts reported in the consolidated financial statements for cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value based on the short-term maturity of these instruments. As of December 31, 2020, the senior notes payable had a carrying amount of $870,783 and fair value of $898,606. The carrying amount of the term loan approximates fair value because the effective yield of such instrument is consistent with current market rates of interest for instruments of comparable credit risk. During the years ended December 31, 2020 and 2019, except for the impact of the intangible impairment charge as described in Note 8- Goodwill and Other Intangible Assets, there were no assets or liabilities measured at fair value on a non-recurring basis. The fair value of the indefinite-lived intangible assets was determined based on a discounted cash flow model using a rate of 13.8%. The indefinite-lived intangible assets are level 3 assets in the fair value hierarchy. In the first quarter of 2020, certain tradenames in the Brand segment with a carrying value in the amount of $101,200 at December 31, 2019 had a fair value of $97,200 at March 31, 2020, which resulted in an impairment charge of $4,000. In the second quarter of 2020, certain tradenames in the Brands segment with a carrying value in the amount of $98,000 at March 31, 2020 had a fair value of $89,500 at June 30, 2020, which resulted in an impairment charge of $8,500. |
Derivative and Foreign Currency Translation | (u) Derivative and Foreign Currency Translation The Company periodically uses derivative instruments, which primarily consist of the purchase of forward exchange contracts, for certain loans receivable and Auction and Liquidation engagements with operations outside the United States. During the twelve months ended December 31, 2020, the Company’s use of derivatives consisted of the purchase of forward exchange contracts in the amount of 12,700 Euros, of which 6,700 Euros were settled. As of December 31, 2020, forward exchange contracts in the amount of 6,000 Euros were outstanding. The Company did not use any derivative contracts during the twelve months ended December 31, 2019. 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 loss from forward exchange contracts was $285 during the year ended December 31, 2020. This amount is reported as a component of selling, general and administrative expenses in the consolidated statement of income. The Company transacts business in various foreign currencies. In countries where the functional currency of the underlying operations has been determined to be the local country’s currency, revenues and expenses of operations outside the United States are translated into United States dollars using average exchange rates while assets and liabilities of operations outside the United States are translated into United States dollars using period-end exchange rates. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income in the accompanying consolidated balance sheets. Transaction (losses) gains were ($639), ($238) and 1,294, during the years ended December 31, 2020, 2019 and 2018, respectively. These amounts are included in selling, general and administrative expenses in the Company’s consolidated statements of income. |
Common Stock Warrants | (v) Common Stock Warrants The Company issued 821,816 warrants to purchase common stock of the Company (the “Wunderlich Warrants”) in connection with the acquisition of Wunderlich Securities, Inc. (“Wunderlich”) on July 3, 2017. The Wunderlich Warrants entitle the holders of the warrants to acquire shares of the Company’s common stock from the Company at an exercise price of $17.50 per share, subject to, among other matters, the proper completion of an exercise notice and payment. The exercise price and the number of shares of Company common stock issuable upon exercise are subject to customary anti-dilution and adjustment provisions, which include stock splits, subdivisions or reclassifications of the Company’s common stock. On May 16, 2019, the Company repurchased 638,311 warrants for $2,777 ($4.35 per warrant). On June 11, 2020, 167,352 warrants held in escrow from the acquisition of Wunderlich were cancelled in accordance with the terms of the escrow instructions. The Wunderlich Warrants expire on July 3, 2022. As of December 31, 2020, Wunderlich Warrants to purchase 16,153 shares of common stock were outstanding. On October 28, 2019, the Company issued 200,000 warrants to purchase common stock of the Company (the “BR Brands Warrants”) in connection with the acquisition of a majority ownership interest in BR Brand Holdings LLC. The BR Brands Warrants entitle the holders of the warrants to acquire shares of the Company’s common stock from the Company at an exercise price of $26.24 per share. One-third of the BR Brands Warrants immediately vested and became exercisable upon issuance, and the remaining two-thirds of warrants will vest and become exercisable following the first and/or second anniversaries of the closing, subject to BR Brands’ (or another related joint venture with Bluestar Alliance LLC) satisfaction of specified financial performance targets. The BR Brands warrants expire three years after the last vesting event occurs. |
Equity Investment | (w) Equity Investment At December 31, 2020 and 2019, equity investments of $54,953 and $51,235, respectively, are included in prepaid expenses and other assets in the accompanying consolidated balance sheets. bebe stores, inc. At December 31, 2020, the Company had a 39.5% ownership interest in bebe stores, inc. (“bebe”). On November 10, 2020, the Company purchased an additional 1,500,000 shares of newly issued common stock of bebe for $7,500 and increased its’ ownership interest increased from 31.5% to 39.5%. The equity ownership in bebe is accounted for under the equity method of accounting and is included in prepaid expenses and other assets in the consolidated balance sheets. National Holdings Corporation In 2018, the Company entered into an agreement to acquire shares of National Holdings Corporation (“National Holdings”), a Nasdaq-listed issuer, from Fortress Biotech, Inc. for an aggregate purchase price totaling approximately $22,900. The transaction was completed in two tranches. In the first tranche, which was completed in the fourth quarter of 2018, the Company acquired shares representing 24% of the total outstanding shares of National Holdings. The second tranche was completed in the first quarter of 2019. As of December 31, 2020, the Company had purchased 6,159,550 shares of National Holdings’ common stock, representing 45.2% of National Holdings’ outstanding shares, respectively, at $3.25 per share. The carrying value for the National Holdings investment is included in prepaid expenses and other assets in the consolidated balance sheets. The equity ownership in National Holdings is accounted for under the equity method of accounting. Other Equity Investments The Company has other equity investments, the largest being a 40% ownership interest in Lingo Management, LLC (“Lingo”) which was acquired in November 2020. The equity ownership in these other investments are accounted for under the equity method of accounting and is included in prepaid expenses and other assets in the consolidated balance sheets. As of December 31, 2020, the carrying values 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 impairment. 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. |
Loan Participations Sold | (x) Loan Participations Sold As of December 31, 2020 and 2019, the Company has sold investments to third parties (“Participants”) that are accounted for as secured borrowings under ASC Topic 860, Transfers and Servicing. Under ASC Topic 860, a partial loan transfer does not qualify for sale accounting in order for sale treatment to be allowed. A participation or other partial loan transfer that meets the definition of a participating interest is classified as loan receivable and the portion transferred is recorded as a secured borrowing under loan participations sold in the consolidated balance sheet. The Participants are entitled to payments made by the borrower of the related loan equal to the current loan participations sold outstanding at the interest rates for the respective investment. In the event that the borrower defaults, the Participants have rights to payments from such borrower, but do not have recourse to the Company. The terms of the loan participations sold are commensurate with the terms of the related loan. As of December 31, 2020 and 2019, the Company had entered into participation agreements for a total of $17,316 and $12,478, respectively. In addition, the interest income and interest expense related to the loan participations sold is presented gross on the consolidated statements of income. |
Supplemental Non-cash Disclosures | (y) Supplemental Non-cash Disclosures During the year ended December 31, 2020, non-cash investing activities included $11,133 non-cash conversions of equity method investments and $26,238 conversion of loans receivable to shares of stock. In connection with the purchase of a loan receivable in the amount of $61,687, the Company funded $24,434 in cash and the remaining $37,253 remains payable as a note payable at December 31, 2020. During the year ended December 31, 2020, other non-cash activities included the recognition of new operating lease During the year ended December 31, 2019, non-cash activities included the conversion of loans receivable in the amount of $12,209 into securities and other investments owned, the recognition of new operating issuance of warrants to purchase the Company’s stock in the amount of $990 related to the purchase of BR Brand. |
Reclassifications | (z) Reclassifications As of December 31, 2019, loans receivable recorded at fair value of $43,338 were previously included in securities and other investments owned, at fair value. These loans receivable amounts have been reclassified and reported in loans receivable, at fair value to conform to the 2020 presentation. During the year ended December 31, 2019, trading income and fair value adjustments on loans of $106,463 were previously included in services and fees income in the capital markets segment. These trading income and fair value adjustments on loans amounts have been reclassified and reported in trading income and fair value adjustments on loans to conform to the 2020 presentation. For the years ended December 31 2019 and 2018, $3,194 and $2,628 of dividends received from equity method investments that were previously included in cash flows from investing activities have been reclassified and included in cash flows from operating activities to conform to the 2020 presentation. |
Variable Interest Entity | (aa) Variable Interest Entity The Company holds interests in certain variable interest entities (“VIEs”) that are not consolidated as the Company is not the primary beneficiary. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion at each reporting date. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly by the Company or indirectly through related parties. The consolidation analysis can generally be performed qualitatively; however, if it is not readily apparent that the Company is not the primary beneficiary, a quantitative analysis may also be performed. In 2018, the operations of GACP II, LP, a private debt investment limited partnership (the “Partnership”) commenced. The Company’s investment in the Partnership is a VIE since the unaffiliated limited partners do not have substantive kick-out or participating rights to remove the Company’s subsidiary that is the general partner managing the Partnership. The Company has determined that it is not the primary beneficiary due to the fact that its fee arrangements are considered at-market and thus not deemed to be variable interests, and it does not hold any other interests in the Partnership that are considered to be more than insignificant. In November 2020, the Company formed Lingo Management, LLC (“Lingo”), a joint venture with an unaffiliated third party. Lingo is a VIE because the entity does not have enough equity at risk to finance its activities without additional subordinated financial support. The Company has determined that it is not the primary beneficiary because it does not have the power to direct the activities of the VIE that most significantly impact the entity’s financial performance. The Company’s variable interests in Lingo include loans receivable at fair value and an equity investment accounted for under the equity method of accounting. The carrying value of the Company’s investments in the VIEs that were not consolidated is shown below. December 31, December 31, Partnership investments $ 23,200 $ 12,780 Due from related party 63,081 12 Maximum exposure to loss $ 86,281 $ 12,792 |
Recent Accounting Standards | (ab) Recent Accounting Standards Not yet adopted In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by removing certain exceptions for recognizing deferred taxes on investments, performing intra-period allocations, and calculating income taxes in interim periods. The ASU also adds guidance to reduce the complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The revised guidance will be applied prospectively and is effective for SEC filers for annual periods or interim periods with fiscal years beginning after December 15, 2020. Early adoption is permitted for interim or annual periods for which financial statements have not been issued. The Company is finalizing its assessment of the potential impact of this ASU and does not expect it to have any material impact on its consolidated results of operations, cash flows, financial position or disclosures. In March 2020, FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848)” (“ASU 2020-04”), which provides 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 in ASU 2020-04 apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The amendments in ASU 2020-04 are effective through December 31, 2022. The Company is currently assessing the potential impacts the adoption of ASU 2020-04 may have on its consolidated results of operations, cash flows, financial position or disclosures. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This Update addresses issues identified as a result of the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. In addressing the complexity, the Board focused on amending the guidance on convertible instruments and the guidance on the derivatives scope exception for contracts in an entity’s own equity. For convertible instruments, the Board decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. In addition to eliminating certain accounting models, the ASU also provides guidance to enhance information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance. Additionally, the ASU amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions, and to amend the related EPS guidance. The amendments in this update are effective for public business entities for fiscal periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company has not yet adopted this update and is currently evaluating the effect, if any, this new standard will have on its financial condition and results of operations. In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables-Nonrefundable Fees and Other Costs. The amendments in this Update clarify that an entity should reevaluate whether a callable debt security is within the scope of paragraph 310-20-35-33 for each reporting period. The Update is intended to clarify the Codification and make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. The amendments in this update are effective for public business entities for fiscal periods beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is not permitted. The Company has not yet adopted this update which is effective for the Company beginning January 1, 2021. The Company has assessed the impact of this ASU and does not expect it to have any material impact on its consolidated results of operations, cash flows, financial position or disclosures. In October 2020, the FASB issued ASU 2020-10, Codification Improvements. The Update contains amendments that improve the consistency of the Codification by including all disclosure guidance in the appropriate Disclosure Section (Section 50). Many of the Amendments arose because the Board provided an option to give certain information either on the face of the financial statements or in the notes to financial statements and that option was only included in the Other Presentation Matters Section (Section 45) of the Codification. The option to disclose information in the notes to financial statements should have been codified in the Disclosure section as well as the Other Presentation Matters Section (or other Section of the Codification in which the option to disclose in the notes to financial statements appears). These amendments are not expected to change current practice but are intended to improve the Codification by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is included in the Disclosure Section of the Codification, thus reducing the likelihood that the disclosure requirement would be missed. The Board does not anticipate that the amendments will result in any changes to current GAAP. The amendments in the Update are effective for annual periods beginning after December 15, 2020, for public business entities. Early application of the amendments is permitted for public business entities for any annual or interim period for which financial statements have not been issued. The amendments in the Update should be applied retrospectively. The Company is finalizing its assessment of the potential impact of this ASU and does not expect it to have any material impact on its consolidated results of operations, cash flows, financial position or disclosures. Recently adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments − Credit Losses (Topic 326): In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments − Credit Losses (Topic 326); Targeted Transition Relief,” which allows entities to irrevocably elect, upon adoption of ASU 2016-13, the fair value option on financial instruments that (1) were previously recorded at amortized cost and (2) are within the scope of ASC 326-20 if the instruments are eligible for the fair value option under ASC 825-10. The Company adopted the new credit losses standard effective January 1, 2020. Pursuant to ASU 2016-13 and its amendment ASU 2019-05, the Company elected the irrevocable fair value option for all outstanding loans receivable that were previously measured at amortized cost. Under the fair value option, loans receivable are now 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 income. These loans are no longer subject to evaluation for impairment through an allowance for loan loss as such losses will be captured through fair value changes. The impact of adopting ASC 326 was immaterial to the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Tables) [Line Items] | |
Schedule of securities and other investments owned and securities sold not yet purchased at fair value | December 31, December 31, 2020 2019 Securities and other investments owned: Equity securities $ 697,288 $ 353,162 Corporate bonds 3,195 19,020 Other fixed income securities 1,913 8,414 Partnership interests and other 74,923 27,617 $ 777,319 $ 408,213 Securities sold not yet purchased: Equity securities $ 4,575 $ 5,360 Corporate bonds 4,288 33,436 Other fixed income securities 1,242 3,024 $ 10,105 $ 41,820 |
Schedule of financial assets and liabilities measured on recurring basis | Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2020 Using Quoted prices in Other Significant Fair value at active markets for observable unobservable December 31 identical assets inputs inputs 2020 (Level 1) (Level 2) (Level 3) Assets: Securities and other investments owned: Equity securities $ 670,340 $ 521,048 $ — $ 149,292 Corporate bonds 3,195 — 3,195 — Other fixed income securities 1,913 — 1,913 — Total securities and other investments owned 675,448 521,048 5,108 149,292 Loans receivable, at fair value 390,689 — — 390,689 Total assets measured at fair value $ 1,066,137 $ 521,048 $ 5,108 $ 539,981 Liabilities: Securities sold not yet purchased: Equity securities $ 4,575 $ 4,575 $ — $ — Corporate bonds 4,288 — 4,288 — Other fixed income securities 1,242 — 1,242 — Total securities sold not yet purchased 10,105 4,575 5,530 — Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,700 — — 4,700 Total liabilities measured at fair value $ 14,805 $ 4,575 $ 5,530 $ 4,700 Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2019 Using Quoted prices in Other Significant Fair value at active markets for observable unobservable December 31 identical assets inputs inputs 2019 (Level 1) (Level 2) (Level 3) Assets: Securities and other investments owned: Equity securities $ 353,162 $ 243,911 $ — $ 109,251 Corporate bonds 19,020 — 19,020 — Other fixed income securities 8,414 — 8,414 — Total securities and other investments owned 380,596 243,911 27,434 109,251 Loans receivable, at fair value 43,338 — — 43,338 Total assets measured at fair value $ 423,934 $ 243,911 $ 27,434 $ 152,589 Liabilities: Securities sold not yet purchased: Equity securities $ 5,360 $ 5,360 $ — $ — Corporate bonds 33,436 — 33,436 — Other fixed income securities 3,024 — 3,024 — Total securities sold not yet purchased 41,820 5,360 36,460 — Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,616 — — 4,616 Total liabilities measured at fair value $ 46,436 $ 5,360 $ 36,460 $ 4,616 |
Schedule of fair value measurement of level 3 financial assets and liabilities | Fair value at December 31, Weighted 2020 Valuation Technique Unobservable Input Range Average Assets: Equity securities $ 149,292 Market approach Multiple of EBITDA 5.50x - 8.00x 6.20x Multiple of PV-10 0.27x 0.27x Market price of related security $0.40 - $30.15/share $2.98 Option pricing model Annualized volatility 0.34 - 1.11 0.54 Loans receivable at fair value 390,689 Discounted cash flow Market interest rate 4.9% - 37.5% 16.7% Market approach Market price of related security $0.40/share $0.40 Total level 3 assets measured at fair value $ 539,981 Liabilities: Mandatorily redeemable noncontrolling interests issued after November 5, 2003 $ 4,700 Market approach Operating income multiple 6.0x 6.0x |
Schedule of investments in the VIE | December 31, December 31, Partnership investments $ 23,200 $ 12,780 Due from related party 63,081 12 Maximum exposure to loss $ 86,281 $ 12,792 |
Fair Value, Inputs, Level 3 [Member] | |
Summary of Significant Accounting Policies (Tables) [Line Items] | |
Schedule of fair value measurement of level 3 financial assets and liabilities | Level 3 Level 3 Changes During the Period Level 3 Balance at Fair Relating to Purchases, Transfer in Balance at Beginning of Value Undistributed Sales and and/or out End of Year Adjustments Earnings Settlements of Level 3 Period Year Ended December 31, 2020 Equity securities $ 109,251 $ (4,358 ) $ — $ 54,178 $ (9,779 ) $ 149,292 Loans receivable at fair value 43,338 (21,676 ) 4,052 139,127 225,848 390,689 Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,616 — 84 — — 4,700 Year Ended December 31, 2019 Equity securities $ 24,577 $ (4,809 ) $ 1,424 $ 91,243 $ (3,184 ) $ 109,251 Loans receivable at fair value 33,731 10,999 1,621 (3,013 ) — 43,338 Mandatorily redeemable noncontrolling interests issued after November 5, 2003 4,633 — (17 ) — — 4,616 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of purchase price allocation for acquisition | Consideration paid by B. Riley: Cash acquisition consideration $ 116,500 Transaction costs 570 Total cash consideration 117,070 Warrant consideration 990 Total consideration $ 118,060 Tangible assets acquired and assumed: Cash and cash equivalents $ 2,160 Accounts receivable 1,751 Deferred revenue (1,332 ) Tradename 136,176 Customer list 8,678 Non-controlling interest (29,373 ) Total $ 118,060 |
Schedule of pro forma financial information | Pro Forma Year Ended 2018 Revenues $ 489,556 Net income attributable to B. Riley Financial, Inc. $ 20,822 Basic earnings per share $ 0.80 Diluted earnings per share $ 0.78 Weighted average basic shares outstanding 25,937,305 Weighted average diluted shares outstanding 26,764,856 |
Restructuring Charge (Tables)
Restructuring Charge (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of changes in accrued restructuring charge | Year Ended December 31, 2020 2019 2018 Balance, beginning of year $ 1,600 $ 3,855 $ 2,600 Restructuring charge 1,557 1,699 8,506 Cash paid (901 ) (4,150 ) (4,667 ) Non-cash items (1,529 ) 196 (2,584 ) Balance, end of year $ 727 $ 1,600 $ 3,855 |
Schedule of restructuring activities by reportable segment | Capital Auction Financial Principal Corporate Total Restructuring charges for the year ended December 31, 2020: Impairment of intangible assets $ 917 $ 140 $ 500 $ — $ — $ 1,557 Total restructuring charge $ 917 $ 140 $ 500 $ — $ — $ 1,557 Restructuring charges for the year ended December 31, 2019: Employee termination costs $ — $ — $ — $ 1,594 $ — $ 1,594 Facility closure and consolidation charge (recovery) (4 ) — — 109 — 105 Total restructuring charge $ (4 ) $ — $ — $ 1,703 $ — $ 1,699 Restructuring charges for the year ended December 31, 2018: Employee termination costs $ 4,179 $ — $ — $ 338 $ — $ 4,517 Impairment of intangible assets 1,070 — — — — 1,070 Facility closure and consolidation charge (recovery) 3,129 — — — (210 ) 2,919 Total restructuring charge $ 8,378 $ — $ — $ 338 $ (210 ) $ 8,506 |
Securities Lending (Tables)
Securities Lending (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Securities Lending [Abstract] | |
Schedule of contractual gross and net securities borrowing and lending balances | Gross amounts Gross amounts offset in the consolidated balance sheets (1) Net amounts Amounts not offset in the consolidated balance sheets but eligible for offsetting upon counterparty default (2) Net amounts As of December 31, 2020 Securities borrowed $ 765,457 $ — $ 765,457 $ 765,457 $ — Securities loaned $ 759,810 $ — $ 759,810 $ 759,810 $ — As of December 31, 2019 Securities borrowed $ 814,331 $ — $ 814,331 $ 814,331 $ — Securities loaned $ 810,495 $ — $ 810,495 $ 810,495 $ — (1) Includes financial instruments subject to enforceable master netting provisions that are permitted to be offset to the extent an event of default has occurred. (2) Includes the amount of cash collateral held/posted. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Schedule of components of accounts receivable, net | December 31, December 31, 2020 2019 Accounts receivable $ 33,604 $ 36,385 Investment banking fees, commissions and other receivables 10,316 8,043 Unbilled receivables 5,712 3,710 Total accounts receivable 49,632 48,138 Allowance for doubtful accounts (3,114 ) (1,514 ) Accounts receivable, net $ 46,518 $ 46,624 |
Schedule of allowance for doubtful accounts | Year Ended December 31, 2020 2019 2018 Balance, beginning of period $ 1,514 $ 696 $ 800 Add: Additions to reserve 3,385 2,126 1,308 Less: Write-offs (1,785 ) (1,151 ) (1,066 ) Less: Recovery — (157 ) (346 ) Balance, end of period $ 3,114 $ 1,514 $ 696 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Estimated December 31, December 31, Useful Lives 2020 2019 Leasehold improvements Shorter of the remaining lease term or estimated useful life $ 10,737 $ 12,055 Machinery, equipment and computer software 1 to 9 years 15,650 14,873 Furniture and fixtures 3.5 to 5 years 4,128 4,305 Total 30,515 31,233 Less: Accumulated depreciation and amortization (18,830 ) (18,506 ) $ 11,685 $ 12,727 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of carrying amount of goodwill | Capital Auction and Financial Principal Total Balance as of December 31, 2018 $ 79,202 $ 1,975 $ 20,331 $ 121,860 $ 223,368 Goodwill acquired during the year: magicJack purchase price adjustment — — — 3,542 3,542 magicJack allocation to the sale of a division — — — (3,213 ) (3,213 ) Balance as of December 31, 2019 79,202 1,975 20,331 122,189 223,697 Goodwill acquired during the year: Acquisition of other business — — 3,349 — 3,349 Balance as of December 31, 2020 $ 79,202 $ 1,975 $ 23,680 $ 122,189 $ 227,046 |
Schedule of intangible assets | As of December 31, 2020 As of December 31, 2019 Useful Life Gross Accumulated Intangibles Gross Accumulated Intangibles Amortizable assets: Customer relationships 2 to 16 Years $ 98,898 $ 40,281 $ 58,617 $ 99,008 $ 27,269 $ 71,739 Domain names 7 Years 235 148 87 233 117 116 Advertising relationships 8 Years 100 56 44 100 44 56 Internally developed software and other intangibles 0.5 to 5 Years 11,775 6,913 4,862 11,765 4,843 6,922 Trademarks 7 to 10 Years 2,850 991 1,859 4,600 1,324 3,276 Total 113,858 48,389 65,469 115,706 33,597 82,109 Non-amortizable assets: Tradenames 125,276 — 125,276 138,416 — 138,416 Total intangible assets $ 239,134 $ 48,389 $ 190,745 $ 254,122 $ 33,597 $ 220,525 |
Leasing Arrangements (Tables)
Leasing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Schedule of maturities of operating lease liabilities | Operating Leases Year ending December 31: 2021 $ 11,775 2022 11,066 2023 10,274 2024 9,934 2025 9,558 Thereafter 21,081 Total lease payments 73,688 Less: imputed interest (12,910 ) Total operating lease liability $ 60,778 |
Senior Notes Payable (Tables)
Senior Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of senior notes payable, net | December 31, December 31, 2020 2019 7.50% Senior notes due May 31, 2027 128,156 117,954 7.25% Senior notes due December 31, 2027 122,793 120,126 7.375% Senior notes due May 31, 2023 137,454 122,140 6.875% Senior notes due September 30, 2023 115,168 105,952 6.75% Senior notes due May 31, 2024 111,170 106,589 6.50% Senior notes due September 30, 2026 134,657 124,226 6.375% Senior notes due February 28, 2025 130,942 — 880,340 696,987 Less: Unamortized debt issuance costs (9,557 ) (8,875 ) $ 870,783 $ 688,112 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenues from contracts with customers | Capital Auction and Financial Principal Brands Total Revenues for the year ended December 31, 2020: Corporate finance, consulting and investment banking fees $ 255,022 $ — $ 54,051 $ — $ — $ 309,073 Wealth and asset management fees 78,596 — — — — 78,596 Commissions, fees and reimbursed expenses 48,416 50,035 36,855 — — 135,306 Subscription services — — — 72,666 — 72,666 Service contract revenues — 13,066 — — — 13,066 Advertising, licensing and other (1) — 25,663 — 14,472 16,458 56,593 Total revenues from contracts with customers 382,034 88,764 90,906 87,138 16,458 665,300 Interest income - Loans and securities lending 102,499 — — — — 102,499 Trading gains on investments 126,051 — — — — 126,051 Fair value adjustment on loans (22,033 ) — — — — (22,033 ) Other 30,188 — 716 — — 30,904 Total revenues $ 618,739 $ 88,764 $ 91,622 $ 87,138 $ 16,458 $ 902,721 (1) Includes sale of goods of $25,663 in Auction Liquidation and $3,473 in Principal Investments - United Online and magicJack. Revenues for the year ended December 31, 2019: Corporate finance, consulting and investment banking fees $ 129,480 $ — $ 37,471 $ — $ — $ 166,951 Wealth and asset management fees 82,778 — — — — 82,778 Commissions, fees and reimbursed expenses 42,503 49,849 38,821 — — 131,173 Subscription services — — — 82,088 — 82,088 Service contract revenues — (31,553 ) — — — (31,553 ) Advertising, licensing and other (1) — 4,220 — 18,774 4,055 27,049 Total revenues from contracts with customers 254,761 22,516 76,292 100,862 4,055 458,486 Interest income - Loans and securities lending 77,221 — — — — 77,221 Trading gains on investments 94,205 — — — — 94,205 Fair value adjustment on loans 12,258 — — — — 12,258 Other 9,942 — — — — 9,942 Total revenues $ 448,387 $ 22,516 $ 76,292 $ 100,862 $ 4,055 $ 652,112 (1) Includes sale of goods of $4,220 in Auction Liquidation and $3,715 in Principal Investments - United Online and magicJack. Revenues for the year ended December 31, 2018: Corporate finance, consulting and investment banking fees $ 105,259 $ — $ 12,719 $ — $ — $ 117,978 Wealth and asset management fees 74,510 — — — — 74,510 Commissions, fees and reimbursed expenses 44,235 36,250 38,705 — — 119,190 Subscription services — — — 42,887 — 42,887 Service contract revenues — 18,673 — — — 18,673 Advertising, licensing and other (1) — 63 — 11,347 — 11,410 Total revenues from contracts with customers 224,004 54,986 51,424 54,234 — 384,648 Interest income - Loans and securities lending 38,277 — — — — 38,277 Trading losses on investments (8,004 ) — — — — (8,004 ) Other 8,070 — — — — 8,070 Total revenues $ 262,347 $ 54,986 $ 51,424 $ 54,234 $ — $ 422,991 (1) Includes sale of goods of $63 in Auction Liquidation and $575 in Principal Investments - United Online and magicJack. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision (benefit) for income taxes | Year Ended December 31, 2020 2019 2018 Current: Federal $ 4,730 $ 16,499 $ 2,117 State 3,297 6,176 284 Foreign 5,344 1,092 (352 ) Total current provision 13,371 23,767 2,049 Deferred: Federal 41,979 10,702 1,817 State 18,518 175 353 Foreign 1,572 — 684 Total deferred 62,069 10,877 2,854 Total provision for income taxes $ 75,440 $ 34,644 $ 4,903 |
Schedule of reconciliation effective tax rate for income (loss) before income taxes | Year Ended December 31, 2020 2019 2018 Provision for income taxes at federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 6.3 5.9 6.0 Transaction expenses — — 1.7 Noncontrolling interest tax differential (0.1 ) (0.1 ) (1.2 ) Employee stock based compensation (2.2 ) (0.9 ) (9.9 ) Other 2.0 3.8 5.4 Effective income tax rate 27.0 % 29.7 % 23.0 % |
Schedule of deferred income tax assets (liabilities) | December 31, 2020 2019 Deferred tax assets: Accrued liabilities and other $ 2,066 $ 1,793 Mandatorily redeemable noncontrolling interests 1,190 1,190 Other — 2,760 State taxes 237 — Share based payments — 3,441 Foreign tax and other tax credit carryforwards 1,558 1,558 Capital loss carryforward 61,315 61,945 Net operating loss carryforward 33,185 45,535 Total deferred Tax Assets 99,551 118,222 Deferred tax liabilities: Deductible goodwill and other intangibles (2,333 ) (6,246 ) State taxes — (2,831 ) Share based payments (434 ) — Depreciation (112 ) 143 Deferred revenue (43,631 ) (222 ) Other (4,902 ) — Total deferred tax liabilities (51,412 ) (9,156 ) Net deferred tax assets 48,139 109,066 Valuation allowance (78,289 ) (77,544 ) Net deferred tax (liabilities) assets $ (30,150 ) $ 31,522 Deferred tax assets, net $ 4,098 $ 31,522 Deferred tax liabilities, net (34,248 ) — Net deferred tax (liabilities) assets $ (30,150 ) $ 31,522 |
Schedule of reconciliation of the amounts of gross unrecognized tax benefits | Year Ended December 31, 2020 Beginning balance $ 10,156 Additions for current year tax positions 15 Additions for prior year tax positions 539 Reductions for prior year tax positions (25 ) Reductions due to lapse in statutes of limitations (125 ) Ending balance $ 10,560 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per share | Year Ended December 31, 2020 2019 2018 Net income attributable to B. Riley Financial, Inc. $ 205,148 $ 81,611 $ 15,509 Preferred stock dividends (4,710 ) (264 ) — Net income applicable to common shareholders $ 200,438 $ 81,347 $ 15,509 Weighted average common shares outstanding: Basic 25,607,278 26,401,036 25,937,305 Effect of dilutive potential common shares: Restricted stock units and warrants 901,119 1,082,700 677,249 Contingently issuable shares — 45,421 150,302 Diluted 26,508,397 27,529,157 26,764,856 Basic income per common share $ 7.83 $ 3.08 $ 0.60 Diluted income per common share $ 7.56 $ 2.95 $ 0.58 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of equity incentive award activity | Shares Weighted Nonvested at December 31, 2018 896,817 $ 16.94 Granted 1,857,328 10.86 Vested (480,388 ) 15.02 Forfeited (9,769 ) 18.94 Nonvested at December 31, 2019 2,263,988 $ 12.35 Granted 465,711 18.93 Vested (1,730,734 ) 10.88 Forfeited (171,743 ) 11.47 Nonvested at December 31, 2020 827,222 $ 19.29 |
Summary of equity incentive award activity | Shares Weighted Nonvested at December 31, 2018 689,430 $ 17.64 Granted 131,216 19.17 Vested (224,086 ) 17.61 Forfeited (111,527 ) 16.50 Nonvested at December 31, 2019 485,033 $ 18.33 Granted 142,029 18.33 Vested (310,867 ) 17.37 Forfeited (26,075 ) 19.21 Nonvested at December 31, 2020 290,120 $ 19.33 |
Benefit Plans and Capital Tra_2
Benefit Plans and Capital Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of dividend activity | Date Declared Date Paid Stockholder Regular Special Total October 28, 2020 November 24, 2020 November 10, 2020 $ 0.375 $ 0.000 $ 0.375 July 30, 2020 August 28, 2020 August 14, 2020 0.300 0.050 0.350 May 8, 2020 June 10, 2020 June 1, 2020 0.250 0.000 0.250 March 3, 2020 March 31, 2020 March 17, 2020 0.250 0.100 0.350 October 30, 2019 November 26, 2019 November 14, 2019 0.175 0.475 0.650 August 1, 2019 August 29, 2019 August 15, 2019 0.175 0.325 0.500 May 1, 2019 May 29, 2019 May 15, 2019 0.080 0.180 0.260 March 5, 2019 March 26, 2019 March 19, 2019 0.080 0.000 0.080 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of reportable segments | Year Ended December 31, 2020 2019 2018 Capital Markets segment: Revenues - Services and fees $ 412,222 $ 264,703 $ 232,074 Trading income (losses) and fair value adjustments on loans 104,018 106,463 (8,004 ) Interest income - Loans and securities lending 102,499 77,221 38,277 Total revenues 618,739 448,387 262,347 Selling, general and administrative expenses (267,330 ) (239,716 ) (217,855 ) Restructuring (charge) recovery (917 ) 4 (8,321 ) Interest expense - Securities lending and loan participations sold (42,451 ) (32,144 ) (23,039 ) Depreciation and amortization (4,266 ) (4,858 ) (5,677 ) Segment income 303,775 171,673 7,455 Auction and Liquidation segment: Revenues - Services and fees 63,101 18,296 54,923 Revenues - Sale of goods 25,663 4,220 63 Total revenues 88,764 22,516 54,986 Direct cost of services (40,730 ) (33,296 ) (19,627 ) Cost of goods sold (9,766 ) (4,016 ) (41 ) Selling, general and administrative expenses (12,357 ) (10,731 ) (8,274 ) Restructuring charge (140 ) — — Depreciation and amortization (2 ) (7 ) (31 ) Segment income (loss) 25,769 (25,533 ) 27,013 Financial Consulting segment: Revenues - Services and fees 91,622 76,292 51,424 Selling, general and administrative expenses (68,232 ) (58,226 ) (37,322 ) Restructuring charge (500 ) — (57 ) Depreciation and amortization (347 ) (252 ) (251 ) Segment income 22,543 17,814 13,794 Principal Investments - United Online and magicJack segment: Revenues - Services and fees 83,666 97,147 53,659 Revenues - Sale of goods 3,472 3,715 575 Total revenues 87,138 100,862 54,234 Direct cost of services (19,721 ) (25,529 ) (15,127 ) Cost of goods sold (2,694 ) (3,559 ) (759 ) Selling, general and administrative expenses (20,352 ) (24,256 ) (10,962 ) Depreciation and amortization (11,011 ) (12,658 ) (7,600 ) Restructuring charge — (1,703 ) (338 ) Segment income 33,360 33,157 19,448 Brands segment: Revenues - Services and fees 16,458 4,055 — Selling, general and administrative expenses (2,889 ) (881 ) — Depreciation and amortization (2,858 ) (507 ) — Impairment of tradenames (12,500 ) — — Segment (loss) income (1,789 ) 2,667 — Consolidated operating income from reportable segments 383,658 199,778 67,710 Corporate and other expenses (including restructuring recovery of $210 during the year ended December 31, 2018) (38,893 ) (33,127 ) (22,326 ) Interest income 564 1,577 1,326 (Loss) income on equity investments (623 ) (1,431 ) 7,986 Interest expense (65,249 ) (50,205 ) (33,393 ) Income before income taxes 279,457 116,592 21,303 Provision for income taxes (75,440 ) (34,644 ) (4,903 ) Net income 204,017 81,948 16,400 Net (loss) income attributable to noncontrolling interests (1,131 ) 337 891 Net income attributable to B. Riley Financial, Inc. 205,148 81,611 15,509 Preferred stock dividends 4,710 264 — Net income available to common shareholders $ 200,438 $ 81,347 $ 15,509 |
Schedule of revenues by geographical area | Year Ended December 31, 2020 2019 2018 Revenues: Revenues - Services and fees: North America $ 641,127 $ 460,374 $ 390,732 Australia 664 58 19 Europe 25,278 61 1,329 Total Revenues - Services and fees $ 667,069 $ 460,493 $ 392,080 Trading income (losses) and fair value adjustments on loans North America $ 104,018 $ 106,463 $ (8,004 ) Revenues - Sale of goods North America $ 6,788 $ 7,935 $ 638 Europe 22,347 — — Total Revenues - Sale of Goods $ 29,135 $ 7,935 $ 638 Revenues - Interest income - Loans and securities lending: North America $ 102,499 $ 77,221 $ 38,277 Total Revenues: North America $ 854,432 $ 651,993 $ 421,643 Australia 664 58 19 Europe 47,625 61 1,329 Total Revenues $ 902,721 $ 652,112 $ 422,991 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of selected quarterly financial data | Quarter Ended March 31, June 30, September 30, December 31, 2020 2020 2020 2020 Total revenues $ (206 ) $ 266,468 $ 226,253 $ 410,206 Operating (loss) income $ (121,144 ) $ 131,340 $ 83,501 $ 251,068 (Loss) income before income taxes $ (136,788 ) $ 114,737 $ 67,603 $ 233,905 Benefit from (provision for) income taxes $ 37,539 $ (32,208 ) $ (18,711 ) $ (62,060 ) Net (loss) income $ (99,249 ) $ 82,529 $ 48,892 $ 171,845 Net (loss) income attributable to common shareholders $ (99,720 ) $ 82,753 $ 47,291 $ 170,114 (Loss) earnings per common share: Basic $ (3.83 ) $ 3.23 $ 1.86 $ 6.72 Diluted $ (3.83 ) $ 3.07 $ 1.75 $ 57.35 Weighted average common shares outstanding: Basic 26,028,613 25,627,085 25,446,292 25,331,918 Diluted 26,028,613 26,992,823 27,050,448 2,966,501 Quarter Ended March 31, June 30, September 30, December 31, 2019 2019 2019 2019 Total revenues $ 142,128 $ 164,684 $ 180,063 $ 165,237 Operating income $ 24,978 $ 44,255 $ 59,851 $ 37,567 Income before income taxes $ 11,083 $ 31,598 $ 48,553 $ 25,358 Provision for income taxes $ (3,104 ) $ (9,289 ) $ (14,409 ) $ (7,842 ) Net income $ 7,979 $ 22,309 $ 34,144 $ 17,516 Net income attributable to B. Riley Financial, Inc. $ 8,023 $ 22,157 $ 34,302 $ 17,129 Earnings per common share: Basic $ 0.31 $ 0.84 $ 1.29 $ 0.64 Diluted $ 0.30 $ 0.82 $ 1.21 $ 0.59 Weighted average common shares outstanding: Basic 26,217,215 26,278,352 26,556,223 26,547,023 Diluted 26,687,531 26,896,573 28,233,423 28,412,871 |
Organization and Nature of Bu_2
Organization and Nature of Business Operations (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Number of operating segments | 5 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Nov. 11, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Jun. 11, 2020 | Mar. 31, 2020 | Oct. 28, 2019 | May 16, 2019 | Jul. 03, 2017 |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Loan participations sold | $ 17,316,000 | $ 12,478,000 | ||||||||
Interest expense from loan participations | 1,961,000 | 1,405,000 | ||||||||
Advertising costs | 3,013,000 | 1,903,000 | $ 2,727,000 | |||||||
Recognized compensation expense | 377,000 | 322,000 | 132,000 | |||||||
Restricted cash | 764,000 | |||||||||
Cash collateral | 471,000 | |||||||||
Depreciation and amortization | 3,632,000 | 5,202,000 | 4,674,000 | |||||||
Loans receivable fair value | 43,338,000 | |||||||||
Principal balances | 390,689,000 | 43,338,000 | ||||||||
Net of unamortized costs, origination fees, premiums and discounts | 11,337,000 | 113,000 | ||||||||
Unrealized losses loan receivable | 22,033,000 | |||||||||
Historical cost | 225,848,000 | |||||||||
Unearned income | 68,651,000 | 67,121,000 | ||||||||
Impairment charges | 12,500,000 | |||||||||
Interests value | 74,923 | 27,617 | ||||||||
Investment securities | 26,948 | |||||||||
Senior notes payable | $ 870,783,000 | |||||||||
Indefinite-lived intangible assets, percentage | 13.80% | |||||||||
Segment of carring value amount | 101,200,000 | $ 98,000 | ||||||||
Fair value | $ 89,500 | 97,200,000 | ||||||||
Impairment charge | $ 8,500 | $ 4,000,000 | ||||||||
Derivative and foreign currency translation, description | As of December 31, 2020, forward exchange contracts in the amount of 6,000 Euros were outstanding. | |||||||||
Net loss | $ 285,000 | |||||||||
Transaction gains (loss) | (639,000) | (238,000) | 1,294,000 | |||||||
Equity investments | 54,953,000 | 51,235,000 | ||||||||
Participation agreements amount | 17,316,000 | 12,478,000 | ||||||||
Conversion of loans receivable | 11,133,000 | |||||||||
Conversion of loans receivable shares of stock | 26,238,000 | |||||||||
Loan receivable amount | 61,687,000 | 12,209,000 | ||||||||
Cash funded | 24,434,000 | |||||||||
Remains payable | 37,253,000 | |||||||||
Operating lease right-of-use | 8,915,000 | 1,032,000 | ||||||||
Operating lease liabilities | $ 8,915,000 | 1,032,000 | ||||||||
Purchase of warrants amount | 990,000 | |||||||||
Fair value adjustments on loans | 106,463,000 | |||||||||
Dividends received | $ 3,194,000 | 2,628,000 | ||||||||
Great American Global Partners, LLC [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Ownership, percentage | 50.00% | |||||||||
Bebe Stores Inc. ("bebe") [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Ownership, percentage | 39.50% | |||||||||
Additional purchase of shares (in Shares) | 1,500,000 | |||||||||
Additional purchase of value | $ 7,500,000 | |||||||||
Lingo Management, LLC [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Ownership, percentage | 40.00% | |||||||||
Minimum [Member] | Bebe Stores Inc. ("bebe") [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Ownership, percentage | 31.50% | |||||||||
Maximum [Member] | Bebe Stores Inc. ("bebe") [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Ownership, percentage | 39.50% | |||||||||
Wunderlich Warrants [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Warrants repurchased (in Shares) | 821,816 | |||||||||
Warrant [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Warrants repurchased (in Shares) | 638,311 | |||||||||
Exercise price (in Dollars per share) | $ 4.35 | $ 17.50 | ||||||||
Warrants and rights outstanding | $ 2,777,000 | |||||||||
Warrants held in cancelled (in Shares) | 167,352 | |||||||||
Class of warrant or right, outstanding (in Shares) | 16,153 | |||||||||
BR Brands Warrants [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Warrants repurchased (in Shares) | 200,000 | |||||||||
Exercise price (in Dollars per share) | $ 26.24 | |||||||||
2018 Employee Stock Purchase Plan [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Number of shares reserved for future issuance (in Shares) | 502,326 | |||||||||
Loans receivable [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Loans receivable fair value | $ 390,689,000 | $ 43,338,000 | ||||||||
Principal balances | 232,118,000 | |||||||||
Unearned income | 6,270,000 | |||||||||
Fixed Income Securities [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Interest expense | 40,490,000 | 30,739,000 | 23,039,000 | |||||||
National Holdings Corporation [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Payments to acquire businesses | $ 195,000,000 | $ 22,900,000 | ||||||||
Exercise price (in Dollars per share) | $ 3.25 | |||||||||
Percentage of voting interests acquired | 45.20% | 24.00% | ||||||||
Number of shares acquire (in Shares) | 6,159,550 | |||||||||
Fair Value, Measurements, Recurring [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Restricted cash | 471,000 | |||||||||
Loans receivable carrying value | $ 405,064,000 | 32,578,000 | ||||||||
Principal balances | 416,401,000 | 32,691,000 | ||||||||
Total assets measured in Level 3 | 539,981,000 | $ 152,589,000 | ||||||||
Senior notes payable | $ 898,606,000 | |||||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Percentage of total assets measured in Level 3 of the hierarchy level | 20.30% | 6.60% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of securities and other investments owned and securities sold not yet purchased at fair value - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Securities and other investments owned: | ||
Total securities and other investments owned | $ 777,319 | $ 408,213 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 10,105 | 41,820 |
Corporate Bonds [Member] | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 3,195 | 19,020 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 4,288 | 33,436 |
Other Fixed Income Securities [Member] | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 1,913 | 8,414 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | 1,242 | 3,024 |
Partnership Interests and Other [Member] | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 74,923 | 27,617 |
Equity Securities [Member] | ||
Securities and other investments owned: | ||
Total securities and other investments owned | 697,288 | 353,162 |
Securities sold not yet purchased: | ||
Total securities sold not yet purchased | $ 4,575 | $ 5,360 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | $ 675,448 | $ 380,596 |
Total securities sold not yet purchased | 10,105 | 41,820 |
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 | 4,700 | 4,616 |
Total liabilities measured at fair value | 14,805 | 46,436 |
Corporate Debt Securities [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | 670,340 | |
Corporate bonds [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | 3,195 | 19,020 |
Total securities sold not yet purchased | 4,288 | 33,436 |
Other fixed income securities [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | 1,913 | 8,414 |
Total securities sold not yet purchased | 1,242 | 3,024 |
Loans receivable, at fair value [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | 390,689 | 43,338 |
Total assets measured at fair value | 1,066,137 | 423,934 |
Equity Securities [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | 353,162 | |
Total securities sold not yet purchased | 4,575 | 5,360 |
Quoted prices in active markets for identical assets (Level 1) [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | 521,048 | 243,911 |
Total securities sold not yet purchased | 4,575 | 5,360 |
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 | ||
Total liabilities measured at fair value | 4,575 | 5,360 |
Quoted prices in active markets for identical assets (Level 1) [Member] | Corporate Debt Securities [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | 521,048 | |
Quoted prices in active markets for identical assets (Level 1) [Member] | Corporate bonds [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | ||
Total securities sold not yet purchased | ||
Quoted prices in active markets for identical assets (Level 1) [Member] | Other fixed income securities [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | ||
Total securities sold not yet purchased | ||
Quoted prices in active markets for identical assets (Level 1) [Member] | Loans receivable, at fair value [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | ||
Total assets measured at fair value | 521,048 | 243,911 |
Quoted prices in active markets for identical assets (Level 1) [Member] | Equity Securities [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | 243,911 | |
Total securities sold not yet purchased | 4,575 | 5,360 |
Other observable inputs (Level 2) [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | 5,108 | 27,434 |
Total securities sold not yet purchased | 5,530 | 36,460 |
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 | ||
Total liabilities measured at fair value | 5,530 | 36,460 |
Other observable inputs (Level 2) [Member] | Corporate Debt Securities [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | ||
Other observable inputs (Level 2) [Member] | Corporate bonds [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | 3,195 | 19,020 |
Total securities sold not yet purchased | 4,288 | 33,436 |
Other observable inputs (Level 2) [Member] | Other fixed income securities [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | 1,913 | 8,414 |
Total securities sold not yet purchased | 1,242 | 3,024 |
Other observable inputs (Level 2) [Member] | Loans receivable, at fair value [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | ||
Total assets measured at fair value | 5,108 | 27,434 |
Other observable inputs (Level 2) [Member] | Equity Securities [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | ||
Total securities sold not yet purchased | ||
Significant unobservable inputs (Level 3) [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | 149,292 | 109,251 |
Total securities sold not yet purchased | ||
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 | 4,700 | 4,616 |
Total liabilities measured at fair value | 4,700 | 4,616 |
Significant unobservable inputs (Level 3) [Member] | Corporate Debt Securities [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | 149,292 | |
Significant unobservable inputs (Level 3) [Member] | Corporate bonds [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | ||
Total securities sold not yet purchased | ||
Significant unobservable inputs (Level 3) [Member] | Other fixed income securities [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | ||
Total securities sold not yet purchased | ||
Significant unobservable inputs (Level 3) [Member] | Loans receivable, at fair value [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | 390,689 | 43,338 |
Total assets measured at fair value | 539,981 | 152,589 |
Significant unobservable inputs (Level 3) [Member] | Equity Securities [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured on recurring basis [Line Items] | ||
Total securities and other investments owned | 109,251 | |
Total securities sold not yet purchased |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of fair value measurement of level 3 financial assets and liabilities - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Assets: | |
Fair value Assets | $ 539,981 |
Equity Securities [Member] | |
Assets: | |
Fair value Assets | $ 149,292 |
Valuation Technique | Market approach |
Unobservable Input | Multiple of EBITDA |
Weighted Average | 6.20x |
Equity Securities [Member] | Minimum [Member] | |
Assets: | |
Range | 5.50 |
Equity Securities [Member] | Maximum [Member] | |
Assets: | |
Range | 8.00 |
Equity Securities [Member] | |
Assets: | |
Unobservable Input | Multiple of PV-10 |
Range | 0.27 |
Weighted Average | 0.27x |
Equity Securities [Member] | |
Assets: | |
Unobservable Input | Market price of related security |
Weighted Average | $2.98 |
Equity Securities [Member] | Minimum [Member] | |
Assets: | |
Range | $0.40 |
Equity Securities [Member] | Maximum [Member] | |
Assets: | |
Range | $30.15 |
Equity Securities [Member] | |
Assets: | |
Valuation Technique | Option pricing model |
Unobservable Input | Annualized volatility |
Weighted Average | 0.54 |
Equity Securities [Member] | Minimum [Member] | |
Assets: | |
Range | 0.34 |
Equity Securities [Member] | Maximum [Member] | |
Assets: | |
Range | 1.11 |
Loans receivable at fair value [Member] | |
Assets: | |
Fair value Assets | $ 390,689 |
Valuation Technique | Discounted cash flow |
Unobservable Input | Market interest rate |
Weighted Average | 16.7% |
Loans receivable at fair value [Member] | Minimum [Member] | |
Assets: | |
Range | 4.9% |
Loans receivable at fair value [Member] | Maximum [Member] | |
Assets: | |
Range | 37.5% |
Loans receivable at fair value [Member] | |
Assets: | |
Valuation Technique | Market approach |
Unobservable Input | Market price of related security |
Range | $0.40 |
Weighted Average | $0.40 |
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 [Member] | |
Liabilities: | |
Fair value Liabilities | $ 4,700 |
Valuation Technique | Market approach |
Unobservable Input | Operating income multiple |
Range | 6.0 |
Weighted Average | 6.0x |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of fair value measurement of level 3 financial assets and liabilities - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity securities [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at Beginning of Period | $ 109,251 | $ 24,577 |
Fair Value Adjustments | (4,358) | (4,809) |
Relating to Undistributed Earnings | 1,424 | |
Purchases, Sales and Settlements | 54,178 | 91,243 |
Transfer in and/or out of Level 3 | (9,779) | (3,184) |
Balance at End of Period | 149,292 | 109,251 |
Loans receivable at fair value [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at Beginning of Period | 43,338 | 33,731 |
Fair Value Adjustments | (21,676) | 10,999 |
Relating to Undistributed Earnings | 4,052 | 1,621 |
Purchases, Sales and Settlements | 139,127 | (3,013) |
Transfer in and/or out of Level 3 | 225,848 | |
Balance at End of Period | 390,689 | 43,338 |
Mandatorily redeemable noncontrolling interests issued after November 5, 2003 [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at Beginning of Period | 4,616 | 4,633 |
Fair Value Adjustments | ||
Relating to Undistributed Earnings | 84 | (17) |
Purchases, Sales and Settlements | ||
Transfer in and/or out of Level 3 | ||
Balance at End of Period | $ 4,700 | $ 4,616 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of investments in the VIE - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of investments in the VIE [Abstract] | ||
Partnership investments | $ 23,200 | $ 12,780 |
Due from related party | 63,081 | 12 |
Maximum exposure to loss | $ 86,281 | $ 12,792 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 11, 2019 | Nov. 14, 2018 | Dec. 31, 2018 |
Acquisitions (Details) [Line Items] | |||
Non-controlling interest | $ 29,373 | $ 29,373 | |
Cash merger consideration per share (in Dollars per share) | $ 8.71 | ||
Total cash consideration for magicJack common shares | $ 143,115 | ||
B. Riley [Member] | |||
Acquisitions (Details) [Line Items] | |||
Cash acquisition consideration | 116,500 | 116,500 | |
Warrant consideration | $ 990 | 990 | |
Warrants to purchases (in Shares) | 200,000 | ||
Exercise price (in Dollars per share) | $ 26.24 | ||
Transaction costs | $ 570 | $ 570 |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of purchase price allocation for acquisition - USD ($) $ in Thousands | Oct. 11, 2019 | Dec. 31, 2018 |
Tangible assets acquired and assumed: | ||
Cash and cash equivalents | $ 2,160 | |
Accounts receivable | 1,751 | |
Deferred revenue | (1,332) | |
Tradename | 136,176 | |
Customer list | 8,678 | |
Non-controlling interest | $ (29,373) | (29,373) |
Total | 118,060 | |
B. Riley [Member] | ||
Consideration paid by B. Riley: | ||
Cash acquisition consideration | 116,500 | 116,500 |
Transaction costs | 570 | 570 |
Total cash consideration | 117,070 | |
Warrant consideration | $ 990 | 990 |
Total consideration | $ 118,060 |
Acquisitions (Details) - Sche_2
Acquisitions (Details) - Schedule of pro forma financial information - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of pro forma financial information [Abstract] | |||||||||||
Revenues | $ 489,556 | ||||||||||
Net income attributable to B. Riley Financial, Inc. | $ 17,129 | $ 34,302 | $ 22,157 | $ 8,023 | $ 20,822 | ||||||
Basic earnings per share | $ 0.80 | ||||||||||
Diluted earnings per share | $ 0.78 | ||||||||||
Weighted average basic shares outstanding | 25,331,918 | 25,446,292 | 25,627,085 | 26,028,613 | 26,547,023 | 26,556,223 | 26,278,352 | 26,217,215 | 25,607,278 | 26,401,036 | 25,937,305 |
Weighted average diluted shares outstanding | 2,966,501 | 27,050,448 | 26,992,823 | 26,028,613 | 28,412,871 | 28,233,423 | 26,896,573 | 26,687,531 | 26,508,397 | 27,529,157 | 26,764,856 |
Restructuring Charge (Details)
Restructuring Charge (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Charge [Member] | |||
Restructuring Charge (Details) [Line Items] | |||
Restructuring charges | $ 1,557 | $ 1,699 | $ 8,506 |
Restructuring Charge (Details)
Restructuring Charge (Details) - Schedule of changes in accrued restructuring charge - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of changes in accrued restructuring charge [Abstract] | |||
Balance, beginning of period | $ 1,600 | $ 3,855 | $ 2,600 |
Restructuring charge | 1,557 | 1,699 | 8,506 |
Cash paid | (901) | (4,150) | (4,667) |
Non-cash items | (1,529) | 196 | (2,584) |
Balance, end of period | $ 727 | $ 1,600 | $ 3,855 |
Restructuring Charge (Details_2
Restructuring Charge (Details) - Schedule of restructuring activities by reportable segment - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||
Impairment of intangible assets | $ 1,557 | $ 1,070 | |
Total restructuring charge | 1,557 | $ 1,699 | 8,506 |
Employee termination | 1,594 | 4,517 | |
Facility closure and consolidation charge (recovery) | 105 | 2,919 | |
Capital Markets [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Impairment of intangible assets | 917 | 1,070 | |
Total restructuring charge | 917 | (4) | 8,378 |
Employee termination | 4,179 | ||
Facility closure and consolidation charge (recovery) | (4) | 3,129 | |
Auction and Liquidation [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Impairment of intangible assets | 140 | ||
Total restructuring charge | 140 | ||
Employee termination | |||
Facility closure and consolidation charge (recovery) | |||
Financial Consulting [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Impairment of intangible assets | 500 | ||
Total restructuring charge | 500 | ||
Employee termination | |||
Facility closure and consolidation charge (recovery) | |||
Principal Investments - United Online and magicJack [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Impairment of intangible assets | |||
Total restructuring charge | 1,703 | 338 | |
Employee termination | 1,594 | 338 | |
Facility closure and consolidation charge (recovery) | 109 | ||
Corporate [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Impairment of intangible assets | |||
Total restructuring charge | (210) | ||
Employee termination | |||
Facility closure and consolidation charge (recovery) | $ (210) |
Securities Lending (Details) -
Securities Lending (Details) - Schedule of contractual gross and net securities borrowing and lending balances - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of contractual gross and net securities borrowing and lending balances [Abstract] | |||
Gross amounts recognized | $ 765,457 | $ 814,331 | |
Gross amounts offset in the consolidated balance sheets | [1] | ||
Net amounts included in the consolidated balance sheets | 765,457 | 814,331 | |
Amounts not offset in the consolidated balance sheets but eligible for offsetting upon counterparty default | [2] | 765,457 | 814,331 |
Net amounts | |||
Gross amounts recognized | 759,810 | 810,495 | |
Gross amounts offset in the consolidated balance sheets | [1] | ||
Net amounts included in the consolidated balance sheets | 759,810 | 810,495 | |
Amounts not offset in the consolidated balance sheets but eligible for offsetting upon counterparty default | [2] | 759,810 | 810,495 |
Net amounts | |||
[1] | Includes financial instruments subject to enforceable master netting provisions that are permitted to be offset to the extent an event of default has occurred. | ||
[2] | Includes the amount of cash collateral held/posted. |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of components of accounts receivable, net - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of components of accounts receivable, net [Abstract] | ||
Accounts receivable | $ 33,604 | $ 36,385 |
Investment banking fees, commissions and other receivables | 10,316 | 8,043 |
Unbilled receivables | 5,712 | 3,710 |
Total accounts receivable | 49,632 | 48,138 |
Allowance for doubtful accounts | (3,114) | (1,514) |
Accounts receivable, net | $ 46,518 | $ 46,624 |
Accounts Receivable (Details)_2
Accounts Receivable (Details) - Schedule of allowance for doubtful accounts - Accounts Receivable [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Balance, beginning of period | $ 1,514 | $ 696 | $ 800 |
Add: Additions to reserve | 3,385 | 2,126 | 1,308 |
Less: Write-offs | (1,785) | (1,151) | (1,066) |
Less: Recovery | (157) | (346) | |
Balance, end of period | $ 3,114 | $ 1,514 | $ 696 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 3,632 | $ 5,202 | $ 4,674 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 30,515 | $ 31,233 |
Less: Accumulated depreciation and amortization | (18,830) | (18,506) |
Property and equipment, net | $ 11,685 | 12,727 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Description of useful life | Shorter of the remaining lease term or estimated useful life | |
Property and equipment, Gross | $ 10,737 | 12,055 |
Machinery, equipment and computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 15,650 | 14,873 |
Machinery, equipment and computer software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 1 year | |
Machinery, equipment and computer software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 9 years | |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 4,128 | $ 4,305 |
Furniture and fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 3 years 6 months | |
Furniture and fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 227,046 | $ 223,697 | $ 223,368 |
Amortization expense | 15,737 | $ 13,846 | $ 9,135 |
Estimated future amortization expense 2021 | 14,964 | ||
Estimated future amortization expense 2022 | 14,309 | ||
Estimated future amortization expense 2023 | 12,319 | ||
Estimated future amortization expense 2024 | 8,378 | ||
Estimated future amortization expense 2025 | 5,151 | ||
Estimated future amortization expense after 2025 | $ 10,348 | ||
Goodwill, change in goodwill allocation, description | the Company made a qualitative assessment of the impact of the COVID-19 outbreak on goodwill and other intangible assets. The Company determined that the COVID-19 outbreak was a triggering event for testing the indefinite-lived tradenames in the Brands segment and made a determination that the indefinite-lived tradenames in the Brands segment were impaired and the Company recognized an impairment charge of $4,000. As a result of the continuing impact and duration of the COVID-19 outbreak on the operations of the Brands segment, the Company determined that there was another triggering event for testing the indefinite-lived tradenames in the Brands segment and made a determination that the indefinite-lived tradenames in the Brands segment were impaired and the Company recognized an additional impairment charge of $8,500 in the second quarter of 2020. There have been no triggering events subsequent to the second quarter of 2020 for testing indefinite-lived tradenames in the Brands segment. The Company will continue to monitor the impacts of the COVID-19 outbreak in future quarters. |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Details) - Schedule of carrying amount of goodwill - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Other Intangible Assets (Details) - Schedule of carrying amount of goodwill [Line Items] | ||
Balance | $ 223,697 | $ 223,368 |
Goodwill acquired during the year: | ||
magicJack purchase price adjustment | 3,542 | |
magicJack allocation to the sale of a division | (3,213) | |
Balance | 227,046 | 223,697 |
Goodwill acquired during the year: | ||
Acquisition of other business | 3,349 | |
Capital Markets Segment [Member] | ||
Goodwill and Other Intangible Assets (Details) - Schedule of carrying amount of goodwill [Line Items] | ||
Balance | 79,202 | 79,202 |
Goodwill acquired during the year: | ||
magicJack purchase price adjustment | ||
magicJack allocation to the sale of a division | ||
Balance | 79,202 | 79,202 |
Goodwill acquired during the year: | ||
Acquisition of other business | ||
Auction and Liquidation segment [Member] | ||
Goodwill and Other Intangible Assets (Details) - Schedule of carrying amount of goodwill [Line Items] | ||
Balance | 1,975 | 1,975 |
Goodwill acquired during the year: | ||
magicJack purchase price adjustment | ||
magicJack allocation to the sale of a division | ||
Balance | 1,975 | 1,975 |
Goodwill acquired during the year: | ||
Acquisition of other business | ||
Financial Consulting Segment [Member] | ||
Goodwill and Other Intangible Assets (Details) - Schedule of carrying amount of goodwill [Line Items] | ||
Balance | 20,331 | 20,331 |
Goodwill acquired during the year: | ||
magicJack purchase price adjustment | ||
magicJack allocation to the sale of a division | ||
Balance | 23,680 | 20,331 |
Goodwill acquired during the year: | ||
Acquisition of other business | 3,349 | |
Principal Investments - United Online and magicJack segment [Member] | ||
Goodwill and Other Intangible Assets (Details) - Schedule of carrying amount of goodwill [Line Items] | ||
Balance | 122,189 | 121,860 |
Goodwill acquired during the year: | ||
magicJack purchase price adjustment | 3,542 | |
magicJack allocation to the sale of a division | (3,213) | |
Balance | 122,189 | $ 122,189 |
Goodwill acquired during the year: | ||
Acquisition of other business |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets (Details) - Schedule of intangible assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Amortizable assets: | ||
Gross Carrying Value | $ 113,858 | $ 115,706 |
Accumulated Amortization | 48,389 | 33,597 |
Intangibles Net | 65,469 | 82,109 |
Non-amortizable assets: | ||
Gross Carrying Value | 239,134 | 254,122 |
Accumulated Amortization | 48,389 | 33,597 |
Intangibles Net | 190,745 | 220,525 |
Customer Relationships [Member] | ||
Amortizable assets: | ||
Gross Carrying Value | 98,898 | 99,008 |
Accumulated Amortization | 40,281 | 27,269 |
Intangibles Net | $ 58,617 | 71,739 |
Customer Relationships [Member] | Minimum [Member] | ||
Amortizable assets: | ||
Useful Life | 2 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Amortizable assets: | ||
Useful Life | 16 years | |
Domain Names [Member] | ||
Amortizable assets: | ||
Useful Life | 7 years | |
Gross Carrying Value | $ 235 | 233 |
Accumulated Amortization | 148 | 117 |
Intangibles Net | $ 87 | 116 |
Advertising Relationships [Member] | ||
Amortizable assets: | ||
Useful Life | 8 years | |
Gross Carrying Value | $ 100 | 100 |
Accumulated Amortization | 56 | 44 |
Intangibles Net | 44 | 56 |
Internally Developed Software and Other Intangibles [Member] | ||
Amortizable assets: | ||
Gross Carrying Value | 11,775 | 11,765 |
Accumulated Amortization | 6,913 | 4,843 |
Intangibles Net | $ 4,862 | 6,922 |
Internally Developed Software and Other Intangibles [Member] | Minimum [Member] | ||
Amortizable assets: | ||
Useful Life | 6 months | |
Internally Developed Software and Other Intangibles [Member] | Maximum [Member] | ||
Amortizable assets: | ||
Useful Life | 5 years | |
Trademarks [Member] | ||
Amortizable assets: | ||
Gross Carrying Value | $ 2,850 | 4,600 |
Accumulated Amortization | 991 | 1,324 |
Intangibles Net | $ 1,859 | 3,276 |
Trademarks [Member] | Minimum [Member] | ||
Amortizable assets: | ||
Useful Life | 7 years | |
Trademarks [Member] | Maximum [Member] | ||
Amortizable assets: | ||
Useful Life | 10 years | |
Trade Names [Member] | ||
Non-amortizable assets: | ||
Gross Carrying Value | $ 125,276 | 138,416 |
Accumulated Amortization | ||
Intangibles Net | $ 125,276 | $ 138,416 |
Leasing Arrangements (Details)
Leasing Arrangements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |||
Weighted average lease term | 7 years 2 months 12 days | ||
Lease term | 11 years | ||
Operating lease, weighted average discount rate | 5.55% | ||
Operating lease expenses | $ 13,434 | $ 12,582 | $ 11,752 |
Variable lease expenses | 1,225 | ||
Operating lease payments | 12,901 | ||
Non-cash lease expense | $ 3,314 |
Leasing Arrangements (Details)
Leasing Arrangements (Details) - Schedule of maturities of operating lease liabilities $ in Thousands | Dec. 31, 2020USD ($) |
Schedule of maturities of operating lease liabilities [Abstract] | |
2021 | $ 11,775 |
2022 | 11,066 |
2023 | 10,274 |
2024 | 9,934 |
2025 | 9,558 |
Thereafter | 21,081 |
Total lease payments | 73,688 |
Less: imputed interest | (12,910) |
Total operating lease liability | $ 60,778 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Apr. 21, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 19, 2015 | |
Notes Payable (Details) [Line Items] | |||||
Interest expense | $ 65,249 | $ 50,205 | $ 33,393 | ||
Clearing Organisation [Member] | |||||
Notes Payable (Details) [Line Items] | |||||
Credit facility | $ 714 | 1,071 | |||
Description of interest rate | The notes payable accrue interest at the prime rate plus 2.0% (6.75% at December 31, 2020) payable annually, maturing January 31, 2022. | ||||
Interest expense | $ 51 | 87 | 111 | ||
UK Credit Agreement [Member] | |||||
Notes Payable (Details) [Line Items] | |||||
Credit facility | $ 200,000 | ||||
Wells Fargo Bank, National Association [Member] | Asset Based Credit Facility [Member] | Second Amended and Restated Credit Agreement [Member] | |||||
Notes Payable (Details) [Line Items] | |||||
Credit facility | 0 | 37,096 | |||
Description of collateral | 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. | ||||
Payment for closing fee | $ 500 | ||||
Description of interest rate | The interest rate for each revolving credit advance under the Credit Agreement is, subject to certain terms and conditions, equal to the LIBOR plus a margin of 2.25% to 3.25% depending on the type of advance and the percentage such advance represents of the related transaction for which such advance is provided. | ||||
Description of success fees | The credit facility also provides for success fees in the amount of 2.5% to 17.5% of the net profits, if any, earned on the liquidation engagements funded under the Credit Agreement as set forth therein. | ||||
Interest expense | 639 | $ 1,503 | $ 4,247 | ||
Wells Fargo Bank, National Association [Member] | Asset Based Credit Facility [Member] | Second Amended and Restated Credit Agreement [Member] | Minimum [Member] | |||||
Notes Payable (Details) [Line Items] | |||||
Maximum borrowing capacity credit facility | $ 100,000 | ||||
Credit facility expiration date | Jul. 15, 2018 | ||||
Wells Fargo Bank, National Association [Member] | Asset Based Credit Facility [Member] | Second Amended and Restated Credit Agreement [Member] | Maximum [Member] | |||||
Notes Payable (Details) [Line Items] | |||||
Maximum borrowing capacity credit facility | $ 200,000 | ||||
Credit facility expiration date | Apr. 21, 2022 | ||||
Wells Fargo Bank, National Association [Member] | Line of Credit [Member] | UK Credit Agreement [Member] | |||||
Notes Payable (Details) [Line Items] | |||||
Maximum borrowing capacity credit facility | $ 50 | ||||
Garrison TNCI LLC [Member] | Lingo Management, LLC [Member] | |||||
Notes Payable (Details) [Line Items] | |||||
Interest expense | 447 | ||||
Notes Payable | $ 37,253 | ||||
Percentage of accrued interest | 12.50% |
Term Loan (Details)
Term Loan (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 19, 2018 | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 19, 2023 | |
Term Loan (Details) [Line Items] | |||||||||
Debt instrument, description | the Borrowers, the Secured Guarantors, the Agent and the Lenders, entered into the Second Amendment to Credit Agreement (the “Second Amendment”) pursuant to which, among other things, (i) the Lenders agreed to make a new $75,000,000 term loan to the Borrowers, the proceeds of which the Borrowers’ used to repay the outstanding principal amount of the existing Terms Loans and Optional Loans and will use for other general corporate purposes, (ii) the Borrowers were permitted to make a one-time Permitted Distribution (as defined in the Second Amendment) in the amount of $30,000,000 on the date of the Second Amendment, (iii) the maturity date of the new Term Loans is five (5) years from the date of the Second Amendment, (iv) the interest rate margin was increased by 25 basis points as set forth in the Second Amendment, (v) the Borrowers agreed to make mandatory prepayments of the Term Loans from a portion of the Consolidated Excess Cash Flow (as defined in the Credit Agreement), (vi) the maximum Consolidated Total Funded Debt Ratio (as defined in the Credit Agreement) was increased as set forth in the Second Amendment and (vii) the Company and B. Riley Principal Investments, LLC entered into a reaffirmation of their guarantees of the Borrowers’ obligations under the Credit Agreement. Additionally, the Borrowers paid a commitment fee and an arrangement fee, each based on a percentage of the aggregate commitments, in each case upon the closing of the Second Amendment. | ||||||||
Unamortized debt issuance costs | $ 9,557 | $ 8,875 | |||||||
Subsequent Event [Member] | |||||||||
Term Loan (Details) [Line Items] | |||||||||
Quarterly installments for term loan | $ 2,750 | $ 3,250 | $ 3,750 | $ 4,250 | $ 4,750 | ||||
BRPI Acquisition Co LLC [Member] | Term Loan [Member] | |||||||||
Term Loan (Details) [Line Items] | |||||||||
Principal amount | $ 74,213 | ||||||||
BRPI Acquisition Co LLC [Member] | BRPAC Credit Agreement [Member] | Term Loan [Member] | |||||||||
Term Loan (Details) [Line Items] | |||||||||
Description of collateral | Additionally, in connection with the Option Loan, the Borrowers executed a term note in favor of New Lender dated February 1, 2019 in the amount of $10,000. | ||||||||
Principal amount | 66,666 | ||||||||
Interest rate terms, description | Borrowings under the BRPAC Credit Agreement bear interest at a rate equal to (a) the LIBOR rate for Eurodollar loans, plus (b) the applicable margin rate, which ranges from 2.75% to 3.25% per annum, based upon the Borrowers’ ratio of consolidated funded indebtedness to adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) for the preceding four fiscal quarters or other applicable period. | ||||||||
Interest rate | 3.40% | ||||||||
Frequency of periodic payment | Amounts outstanding under the Amended BRPAC Credit Agreement are due in quarterly installments commencing on March 31, 2021. | ||||||||
Unamortized debt issuance costs | 600 | ||||||||
Interest expense | $ 2,369 | 4,609 | |||||||
Amortization of deferred debt issuance costs | $ 278 | $ 350 | |||||||
Banc of California, N.A. [Member] | BRPI Acquisition Co LLC [Member] | BRPAC Credit Agreement [Member] | Term Loan [Member] | |||||||||
Term Loan (Details) [Line Items] | |||||||||
Description of 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. | Pursuant to the terms of the BRPAC Credit Agreement, the Company may request additional optional term loans in an aggregate principal amount of up to $10,000 at any time prior to the first anniversary of the agreement date (the “Option Loan”) with a final maturity date of December 19, 2023. | |||||||
Additional borrowed amount (the "Option Loan") | $ 10,000 | ||||||||
Banc of California, N.A. [Member] | BRPI Acquisition Co LLC [Member] | BRPAC Credit Agreement [Member] | Subsequent Event [Member] | Term Loan [Member] | |||||||||
Term Loan (Details) [Line Items] | |||||||||
Principal amount | $ 80,000 | ||||||||
City National Bank [Member] | BRPI Acquisition Co LLC [Member] | BRPAC Credit Agreement [Member] | Minimum [Member] | |||||||||
Term Loan (Details) [Line Items] | |||||||||
Principal amount | 80,000 | ||||||||
Unamortized debt issuance costs | 787 | ||||||||
City National Bank [Member] | BRPI Acquisition Co LLC [Member] | BRPAC Credit Agreement [Member] | Maximum [Member] | |||||||||
Term Loan (Details) [Line Items] | |||||||||
Principal amount | 90,000 | ||||||||
City National Bank [Member] | BRPI Acquisition Co LLC [Member] | BRPAC Credit Agreement [Member] | Term Loan [Member] | |||||||||
Term Loan (Details) [Line Items] | |||||||||
Additional borrowed amount (the "Option Loan") | $ 10,000 |
Senior Notes Payable (Details)
Senior Notes Payable (Details) - USD ($) | Feb. 12, 2020 | Jan. 25, 2021 | Jan. 23, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 01, 2021 | Feb. 14, 2020 |
Senior Notes Payable (Details) [Line Items] | |||||||||
Senior notes payable | $ 880,340,000 | $ 696,987,000 | |||||||
Net proceeds | $ 51,020,000 | ||||||||
Repurchased face value | $ 3,443,000 | ||||||||
Net of expenses gain | $ 1,829,000 | ||||||||
Original issue discount | 1,556,000 | ||||||||
Accrued interest paid | 30,000 | ||||||||
Senior notes Outstanding | 870,783,000 | 688,112,000 | |||||||
Unamortized debt issuance costs | $ 9,557,000 | $ 8,875,000 | |||||||
Weighted average interest rate | 6.95% | 7.05% | |||||||
Interest expense | $ 65,249,000 | $ 50,205,000 | 33,393,000 | ||||||
Notes bear interest, rate | 6.00% | ||||||||
Outstanding notes payable | $ 40,000 | ||||||||
Senior Notes [Member] | |||||||||
Senior Notes Payable (Details) [Line Items] | |||||||||
Interest expense | 61,233,000 | $ 43,823,000 | $ 25,428,000 | ||||||
6.375% 2025 Notes [Member] | |||||||||
Senior Notes Payable (Details) [Line Items] | |||||||||
Senior notes payable | $ 132,250,000 | ||||||||
Interest rate | 6.375% | ||||||||
Net proceeds | $ 129,213,000 | $ 225,746,000 | |||||||
Underwriting commissions, fees and other issuance costs | $ 3,037,000 | 4,254,000 | |||||||
7.50% 2027 Notes [Member] | |||||||||
Senior Notes Payable (Details) [Line Items] | |||||||||
Accrued interest paid | $ 1,600,000 | ||||||||
Minimum [Member] | |||||||||
Senior Notes Payable (Details) [Line Items] | |||||||||
Maturity date, description | During the year ended December 31, 2020, the Company issued $54,546 of senior notes with maturity dates ranging from May 2023 to December 2027 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. | ||||||||
Subsequent Event [Member] | |||||||||
Senior Notes Payable (Details) [Line Items] | |||||||||
Outstanding notes payable | $ 400,000,000 | ||||||||
Subsequent Event [Member] | 6.0% 2028 Notes [Member] | |||||||||
Senior Notes Payable (Details) [Line Items] | |||||||||
Senior notes payable | $ 230,000,000 | ||||||||
Interest rate | 6.00% | ||||||||
Subsequent Event [Member] | 7.50% 2027 Notes [Member] | |||||||||
Senior Notes Payable (Details) [Line Items] | |||||||||
Senior notes payable | $ 128,156,000 | ||||||||
Sales Agreement Prospectus [Member] | |||||||||
Senior Notes Payable (Details) [Line Items] | |||||||||
Senior notes payable | $ 150,000,000 | ||||||||
February 2020 Sales Agreement [Member] | |||||||||
Senior Notes Payable (Details) [Line Items] | |||||||||
Senior notes payable | $ 150,000,000 | ||||||||
B. Riley FBR, Inc. [Member] | Market Issuance Sales Agreements [Member] | Senior Notes [Member] | |||||||||
Senior Notes Payable (Details) [Line Items] | |||||||||
Senior notes payable | 54,546,000 | ||||||||
B. Riley FBR, Inc. [Member] | December 2019 Sales Agreement [Member] | Senior Notes and Common Stock [Member] | |||||||||
Senior Notes Payable (Details) [Line Items] | |||||||||
Outstanding notes payable | $ 132,697,000 |
Senior Notes Payable (Details)
Senior Notes Payable (Details) - Schedule of senior notes payable, net - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Senior notes payable | $ 880,340 | $ 696,987 |
Less: Unamortized debt issuance costs | (9,557) | (8,875) |
Senior notes payable, net | 870,783 | 688,112 |
7.50% Senior notes due May 31, 2027 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes payable | 128,156 | 117,954 |
7.25% Senior notes due December 31, 2027 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes payable | 122,793 | 120,126 |
7.375% Senior notes due May 31, 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes payable | 137,454 | 122,140 |
6.875% Senior notes due September 30, 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes payable | 115,168 | 105,952 |
6.75% Senior notes due May 31, 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes payable | 111,170 | 106,589 |
6.50% Senior notes due September 30, 2026 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes payable | 134,657 | 124,226 |
6.375% Senior notes due February 28, 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes payable | $ 130,942 |
Senior Notes Payable (Details_2
Senior Notes Payable (Details) - Schedule of senior notes payable, net (Parentheticals) | 12 Months Ended |
Dec. 31, 2020 | |
7.50% Senior notes due May 31, 2027 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 7.50% |
Maturity date | May 31, 2027 |
7.25% Senior notes due December 31, 2027 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 7.25% |
Maturity date | Dec. 31, 2027 |
7.375% Senior notes due May 31, 2023 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 7.375% |
Maturity date | May 31, 2023 |
6.875% Senior notes due September 30, 2023 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 6.875% |
Maturity date | Sep. 30, 2023 |
6.75% Senior notes due May 31, 2024 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 6.75% |
Maturity date | May 31, 2024 |
6.50% Senior notes due September 30, 2026 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 6.50% |
Maturity date | Sep. 30, 2026 |
6.375% Senior notes due February 28, 2025 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 6.375% |
Maturity date | Feb. 28, 2025 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contracts with Customers (Details) [Line Items] | ||||||||
Service contract revenues | $ 31,553 | |||||||
Accounts receivable, net | $ 46,518 | 46,624 | ||||||
Unbilled receivables | 5,712 | 3,710 | ||||||
Advances against customer contracts | 200 | 27,347 | ||||||
Deferred revenue | $ 68,651 | 67,121 | ||||||
Description of performance obligation | The Company expects to recognize the deferred revenue of $68,651 at December 31, 2020 as service and fee revenues when the performance obligation is met during the years December 31, 2021, 2022, 2023, 2024 and 2025 in the amount of $40,059, $11,638, $6,595, $4,330, and $2,703, respectively. | |||||||
Service fee | $ 40,059 | $ 68,651 | ||||||
Deferred revenue | 68,651 | 67,121 | ||||||
Capitalized costs | 279 | 450 | ||||||
Recognized expenses capitalized costs | 405 | 2,755 | $ 1,428 | |||||
Other Contract [Member] | ||||||||
Revenue from Contracts with Customers (Details) [Line Items] | ||||||||
Unbilled receivables | $ 5,712 | $ 3,710 | ||||||
Forecast [Member] | ||||||||
Revenue from Contracts with Customers (Details) [Line Items] | ||||||||
Service fee | $ 2,703 | $ 4,330 | $ 6,595 | $ 11,638 | ||||
Deferred revenue | $ 3,326 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | $ 665,300 | $ 458,486 | $ 384,648 | |||||||||
Total revenues | $ 410,206 | $ 226,253 | $ 266,468 | $ (206) | $ 165,237 | $ 180,063 | $ 164,684 | $ 142,128 | 902,721 | 652,112 | 422,991 | |
Capital Markets [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | 382,034 | 254,761 | 224,004 | |||||||||
Total revenues | 618,739 | 448,387 | 262,347 | |||||||||
Auction and Liquidation [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | 88,764 | 22,516 | 54,986 | |||||||||
Total revenues | 88,764 | 22,516 | 54,986 | |||||||||
Financial Consulting [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | 90,906 | 76,292 | 51,424 | |||||||||
Total revenues | 91,622 | 76,292 | 51,424 | |||||||||
Principal Investments - United Online and magicJack [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | 87,138 | 100,862 | 54,234 | |||||||||
Total revenues | 87,138 | 100,862 | 54,234 | |||||||||
Brands [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | 16,458 | 4,055 | ||||||||||
Total revenues | 16,458 | 4,055 | ||||||||||
Corporate Finance And Investment Banking Fees [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | 309,073 | 166,951 | 117,978 | |||||||||
Corporate Finance And Investment Banking Fees [Member] | Capital Markets [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | 255,022 | 129,480 | 105,259 | |||||||||
Corporate Finance And Investment Banking Fees [Member] | Auction and Liquidation [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | ||||||||||||
Corporate Finance And Investment Banking Fees [Member] | Financial Consulting [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | 54,051 | 37,471 | 12,719 | |||||||||
Corporate Finance And Investment Banking Fees [Member] | Principal Investments - United Online and magicJack [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | ||||||||||||
Corporate Finance And Investment Banking Fees [Member] | Brands [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | ||||||||||||
Wealth And Asset Management Fees [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | 78,596 | 82,778 | 74,510 | |||||||||
Wealth And Asset Management Fees [Member] | Capital Markets [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | 78,596 | 82,778 | 74,510 | |||||||||
Wealth And Asset Management Fees [Member] | Auction and Liquidation [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | ||||||||||||
Wealth And Asset Management Fees [Member] | Financial Consulting [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | ||||||||||||
Wealth And Asset Management Fees [Member] | Principal Investments - United Online and magicJack [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | ||||||||||||
Wealth And Asset Management Fees [Member] | Brands [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | ||||||||||||
Commissions, Fees And Reimbursed Expenses [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | 135,306 | 131,173 | 119,190 | |||||||||
Commissions, Fees And Reimbursed Expenses [Member] | Capital Markets [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | 48,416 | 42,503 | 44,235 | |||||||||
Commissions, Fees And Reimbursed Expenses [Member] | Auction and Liquidation [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | 50,035 | 49,849 | 36,250 | |||||||||
Commissions, Fees And Reimbursed Expenses [Member] | Financial Consulting [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | 36,855 | 38,821 | 38,705 | |||||||||
Commissions, Fees And Reimbursed Expenses [Member] | Principal Investments - United Online and magicJack [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | ||||||||||||
Commissions, Fees And Reimbursed Expenses [Member] | Brands [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | ||||||||||||
Subscription Services [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | 72,666 | 82,088 | 42,887 | |||||||||
Subscription Services [Member] | Capital Markets [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | ||||||||||||
Subscription Services [Member] | Auction and Liquidation [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | ||||||||||||
Subscription Services [Member] | Financial Consulting [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | ||||||||||||
Subscription Services [Member] | Principal Investments - United Online and magicJack [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | 72,666 | 82,088 | 42,887 | |||||||||
Subscription Services [Member] | Brands [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | ||||||||||||
Service Contract Revenues [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | 13,066 | (31,553) | 18,673 | |||||||||
Service Contract Revenues [Member] | Capital Markets [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | ||||||||||||
Service Contract Revenues [Member] | Auction and Liquidation [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | 13,066 | (31,553) | 18,673 | |||||||||
Service Contract Revenues [Member] | Financial Consulting [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | ||||||||||||
Service Contract Revenues [Member] | Principal Investments - United Online and magicJack [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | ||||||||||||
Service Contract Revenues [Member] | Brands [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | ||||||||||||
Advertising, licensing and other [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | [1] | 56,593 | 27,049 | 11,410 | ||||||||
Advertising, licensing and other [Member] | Capital Markets [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | [1] | |||||||||||
Advertising, licensing and other [Member] | Auction and Liquidation [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | [1] | 25,663 | 4,220 | 63 | ||||||||
Advertising, licensing and other [Member] | Financial Consulting [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | [1] | |||||||||||
Advertising, licensing and other [Member] | Principal Investments - United Online and magicJack [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | [1] | 14,472 | 18,774 | 11,347 | ||||||||
Advertising, licensing and other [Member] | Brands [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues from contracts with customers | [1] | 16,458 | 4,055 | |||||||||
Interest Income - Securities lending [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | 102,499 | 77,221 | 38,277 | |||||||||
Interest Income - Securities lending [Member] | Capital Markets [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | 102,499 | 77,221 | 38,277 | |||||||||
Interest Income - Securities lending [Member] | Auction and Liquidation [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | ||||||||||||
Interest Income - Securities lending [Member] | Financial Consulting [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | ||||||||||||
Interest Income - Securities lending [Member] | Principal Investments - United Online and magicJack [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | ||||||||||||
Interest Income - Securities lending [Member] | Brands [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | ||||||||||||
Trading gains (losses) on investments [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | 126,051 | 94,205 | (8,004) | |||||||||
Trading gains (losses) on investments [Member] | Capital Markets [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | 126,051 | 94,205 | (8,004) | |||||||||
Trading gains (losses) on investments [Member] | Auction and Liquidation [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | ||||||||||||
Trading gains (losses) on investments [Member] | Financial Consulting [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | ||||||||||||
Trading gains (losses) on investments [Member] | Principal Investments - United Online and magicJack [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | ||||||||||||
Trading gains (losses) on investments [Member] | Brands [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | ||||||||||||
Fair value adjustment on loans [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | (22,033) | 12,258 | ||||||||||
Fair value adjustment on loans [Member] | Capital Markets [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | (22,033) | 12,258 | ||||||||||
Fair value adjustment on loans [Member] | Auction and Liquidation [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | ||||||||||||
Fair value adjustment on loans [Member] | Financial Consulting [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | ||||||||||||
Fair value adjustment on loans [Member] | Principal Investments - United Online and magicJack [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | ||||||||||||
Fair value adjustment on loans [Member] | Brands [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | ||||||||||||
Other [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | 30,904 | 9,942 | 8,070 | |||||||||
Other [Member] | Capital Markets [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | 30,188 | 9,942 | 8,070 | |||||||||
Other [Member] | Auction and Liquidation [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | ||||||||||||
Other [Member] | Financial Consulting [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | 716 | |||||||||||
Other [Member] | Principal Investments - United Online and magicJack [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | ||||||||||||
Other [Member] | Brands [Member] | ||||||||||||
Revenue from Contracts with Customers (Details) - Schedule of revenues from contracts with customers [Line Items] | ||||||||||||
Total revenues | ||||||||||||
[1] | Includes sale of goods of $4,220 in Auction Liquidation and $3,715 in Principal Investments - United Online and magicJack. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes (Details) [Line Items] | |||
U.S. federal corporate tax rate | 21.00% | 21.00% | 21.00% |
Income before income taxes | $ 279,457 | ||
Net operating loss carryforwards | 63,358 | ||
Deferred tax assets valuation allowance | 61,315 | ||
Decrease in Unrecognized Tax Benefits is Reasonably Possible | 10,560 | ||
unrecognized tax benefits may decrease | $ 77 | ||
Uncertain Tax Positions Description | The Company had accrued interest and penalties relating to uncertain tax positions of $620 and $4,696 for UOL and magicJack, respectively, for the year ended December 31, 2020 all of which was included in income taxes payable. The Company recorded a benefit of $166 for UOL related to interest and penalties for uncertain tax positions primarily due to the lapse in statute of limitations. | ||
Foreign Tax Authority [Member] | |||
Income Taxes (Details) [Line Items] | |||
Income before income taxes | $ 264,654 | ||
Expiration date | Dec. 31, 2025 | ||
Foreign Tax Authority [Member] | Minimum [Member] | |||
Income Taxes (Details) [Line Items] | |||
Expiration date | Dec. 31, 2031 | ||
Foreign Tax Authority [Member] | Maximum [Member] | |||
Income Taxes (Details) [Line Items] | |||
Expiration date | Dec. 31, 2038 | ||
Federal Tax Authority [Member] | |||
Income Taxes (Details) [Line Items] | |||
Income before income taxes | $ 14,803 | ||
Net operating loss carryforwards | $ 47,064 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of provision (benefit) for income taxes - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of provision (benefit) for income taxes [Abstract] | |||
Federal | $ 4,730 | $ 16,499 | $ 2,117 |
State | 3,297 | 6,176 | 284 |
Foreign | 5,344 | 1,092 | (352) |
Total current provision | 13,371 | 23,767 | 2,049 |
Federal | 41,979 | 10,702 | 1,817 |
State | 18,518 | 175 | 353 |
Foreign | 1,572 | 684 | |
Total deferred | 62,069 | 10,877 | 2,854 |
Total provision for income taxes | $ 75,440 | $ 34,644 | $ 4,903 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of reconciliation effective tax rate for income (loss) before income taxes | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of reconciliation effective tax rate for income (loss) before income taxes [Abstract] | |||
Provision for income taxes at federal statutory rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal benefit | 6.30% | 5.90% | 6.00% |
Transaction expenses | 1.70% | ||
Noncontrolling interest tax differential | (0.10%) | (0.10%) | (1.20%) |
Employee stock based compensation | (2.20%) | (0.90%) | (9.90%) |
Other | 2.00% | 3.80% | 5.40% |
Effective income tax rate | 27.00% | 29.70% | 23.00% |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred income tax assets (liabilities) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Accrued liabilities and other | $ 2,066 | $ 1,793 |
Mandatorily redeemable noncontrolling interests | 1,190 | 1,190 |
Other | 2,760 | |
State taxes | 237 | |
Share based payments | 3,441 | |
Foreign tax and other tax credit carryforwards | 1,558 | 1,558 |
Capital loss carryforward | 61,315 | 61,945 |
Net operating loss carryforward | 33,185 | 45,535 |
Total deferred Tax Assets | 99,551 | 118,222 |
Deferred tax liabilities: | ||
Deductible goodwill and other intangibles | (2,333) | (6,246) |
State taxes | (2,831) | |
Share based payments | (434) | |
Depreciation | (112) | 143 |
Deferred revenue | (43,631) | (222) |
Other | (4,902) | |
Total deferred tax liabilities | (51,412) | (9,156) |
Net deferred tax assets | 48,139 | 109,066 |
Valuation allowance | (78,289) | (77,544) |
Net deferred tax (liabilities) assets | (30,150) | 31,522 |
Deferred tax assets, net | 4,098 | 31,522 |
Deferred tax liabilities, net | $ (34,248) |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of reconciliation of the amounts of gross unrecognized tax benefits $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of reconciliation of the amounts of gross unrecognized tax benefits [Abstract] | |
Beginning balance | $ 10,156 |
Additions for current year tax positions | 15 |
Additions for prior year tax positions | 539 |
Reductions for prior year tax positions | (25) |
Reductions due to lapse in statutes of limitations | (125) |
Ending balance | $ 10,560 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share (Details) [Line Items] | |||
Number of shares held in escrow account | 387,365 | ||
Number of antidilutive securities were excluded from the computation of diluted net income (loss) per share | 1,445,301 | 1,334,810 | 1,920,670 |
Escrow Subject to Cancellation Escrow Claims [Member] | |||
Earnings Per Share (Details) [Line Items] | |||
Number of shares issued in escrow account to forfeiture for final settlement of claims | 387,365 |
Earnings Per Share (Details) -
Earnings Per Share (Details) - Schedule of basic and diluted earnings per share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of basic and diluted earnings per share [Abstract] | |||||||||||
Net income attributable to B. Riley Financial, Inc. (in Dollars) | $ 205,148 | $ 81,611 | $ 15,509 | ||||||||
Preferred stock dividends (in Dollars) | (4,710) | (264) | |||||||||
Net income applicable to common shareholders (in Dollars) | $ 200,438 | $ 81,347 | $ 15,509 | ||||||||
Basic | 25,331,918 | 25,446,292 | 25,627,085 | 26,028,613 | 26,547,023 | 26,556,223 | 26,278,352 | 26,217,215 | 25,607,278 | 26,401,036 | 25,937,305 |
Restricted stock units and warrants | 901,119 | 1,082,700 | 677,249 | ||||||||
Contingently issuable shares | 45,421 | 150,302 | |||||||||
Diluted | 2,966,501 | 27,050,448 | 26,992,823 | 26,028,613 | 28,412,871 | 28,233,423 | 26,896,573 | 26,687,531 | 26,508,397 | 27,529,157 | 26,764,856 |
Basic income per common share (in Dollars per share) | $ 6.72 | $ 1.86 | $ 3.23 | $ (3.83) | $ 0.64 | $ 1.29 | $ 0.84 | $ 0.31 | $ 7.83 | $ 3.08 | $ 0.60 |
Diluted income per common share (in Dollars per share) | $ 57.35 | $ 1.75 | $ 3.07 | $ (3.83) | $ 0.59 | $ 1.21 | $ 0.82 | $ 0.30 | $ 7.56 | $ 2.95 | $ 0.58 |
Limited Liability Company Sub_2
Limited Liability Company Subsidiaries (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |||
Noncontrolling interests share of net income | $ 1,230 | $ 1,220 | $ 1,222 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Aug. 10, 2020 | Jan. 05, 2017 | Jan. 23, 2021 | Aug. 26, 2020 | Jun. 19, 2020 | Feb. 19, 2020 | Feb. 14, 2020 | Dec. 31, 2020 | May 14, 2020 |
Commitments and Contingencies (Details) [Line Items] | |||||||||
Offering price | $ 151,000,000 | ||||||||
Aggregate principal amount | $ 40,000 | ||||||||
Debt financing value | $ 400,000,000 | ||||||||
Other Commitment, to be Paid, Remainder of Fiscal Year | $ 33,000 | ||||||||
Real commitment, description | The Company made an initial funding of 6,600 EUROS in July 2020. No additional borrowings have been made since the initial funding, leaving unused future commitments available of up to 26,400 EUROS as of December 31, 2020. | ||||||||
Subsequent Event [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Aggregate principal amount | $ 400,000,000 | ||||||||
Unsecured debt | 100,000,000 | ||||||||
Secured debt | $ 300,000,000 | ||||||||
Babcock & Wilcox Enterprises, Inc. [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Contractual obligation | $ 40,000,000 | ||||||||
Indemnity rider received | $ 600,000 | ||||||||
Franchise Group Merger Sub AF, INC, [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Aggregate principal amount | $ 50,000,000 | $ 575,000,000 | |||||||
Berkley Insurance Company [Member] | Babcock & Wilcox Enterprises, Inc. [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Indemnity amount | $ 29,970,000 |
Share-Based Payments (Details)
Share-Based Payments (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 17, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Amended and Restated 2009 Stock Incentive Plan [Member] | Subsequent Event [Member] | ||||
Share-Based Payments (Details) [Line Items] | ||||
Restricted stock units (in Shares) | 1,105,000 | |||
Grant date fair value | $ 36,553 | |||
Amended and Restated 2009 Stock Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Payments (Details) [Line Items] | ||||
Share based compensation expense | $ 11,626,000 | $ 14,830,000 | $ 5,829,000 | |
Restricted stock units (in Shares) | 465,711 | |||
Grant date fair value | $ 8,818,000 | |||
Unrecognized share-based compensation expense | $ 11,156,000 | |||
Expected remaining weighted average period | 1 year 10 months 24 days | |||
Weighted average grant date fair value (in Dollars per share) | $ 18.93 | $ 10.86 | ||
Fair value of shares vested | $ 18,831,000 | $ 7,215,000 | ||
Options vested restricted stock | $ 11,236,000 | |||
LongTerm Stock Incentive Plan [Member] | ||||
Share-Based Payments (Details) [Line Items] | ||||
Weighted average grant date fair value (in Dollars per share) | $ 18.33 | $ 19.17 | ||
LongTerm Stock Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Payments (Details) [Line Items] | ||||
Share based compensation expense | $ 3,969,000 | $ 3,381,000 | $ 7,081,000 | |
Restricted stock units (in Shares) | 142,029 | |||
Grant date fair value | $ 2,603,000 | |||
Unrecognized share-based compensation expense | $ 3,686,000 | |||
Expected remaining weighted average period | 1 year 9 months 18 days | |||
Weighted average grant date fair value (in Dollars per share) | $ 18.33 | $ 19.17 | ||
Fair value of shares vested | $ 5,400,000 | $ 3,947,000 |
Share-Based Payments (Details)
Share-Based Payments (Details) - Schedule of equity incentive award activity - Amended and Restated 2009 Stock Incentive Plan [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-Based Payments (Details) - Schedule of equity incentive award activity [Line Items] | ||
Nonvested, Beginning, Shares | 2,263,988 | 896,817 |
Nonvested, Beginning, Weighted Average Fair Value | $ 12.35 | $ 16.94 |
Granted, Shares | 465,711 | 1,857,328 |
Granted, Weighted Average Fair Value | $ 18.93 | $ 10.86 |
Vested, Shares | (1,730,734) | (480,388) |
Vested, Weighted Average Fair Value | $ 10.88 | $ 15.02 |
Forfeited, Shares | (171,743) | (9,769) |
Forfeited, Weighted Average Fair Value | $ 11.47 | $ 18.94 |
Nonvested, Ending, Shares | 827,222 | 2,263,988 |
Nonvested, Ending, Weighted Average Fair Value | $ 19.29 | $ 12.35 |
Share-Based Payments (Details_2
Share-Based Payments (Details) - Schedule of equity incentive award activity - LongTerm Stock Incentive Plan [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-Based Payments (Details) - Schedule of equity incentive award activity [Line Items] | ||
Nonvested, Shares | 485,033 | 689,430 |
Nonvested, Weighted Average Fair Value | $ 18.33 | $ 17.64 |
Granted, Shares | 142,029 | 131,216 |
Granted, Weighted Average Fair Value | $ 18.33 | $ 19.17 |
Vested, Shares | (310,867) | (224,086) |
Vested, Weighted Average Fair Value | $ 17.37 | $ 17.61 |
Forfeited, Shares | (26,075) | (111,527) |
Forfeited, Weighted Average Fair Value | $ 19.21 | $ 16.50 |
Nonvested, Shares | 290,120 | 485,033 |
Nonvested, Weighted Average Fair Value | $ 19.33 | $ 18.33 |
Benefit Plans and Capital Tra_3
Benefit Plans and Capital Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 15, 2021 | Sep. 04, 2020 | Oct. 07, 2019 | Mar. 15, 2018 | Oct. 28, 2020 | Jun. 30, 2020 | Oct. 31, 2019 | Oct. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 25, 2021 | Jan. 11, 2021 | Oct. 08, 2020 | Feb. 25, 2020 | Oct. 28, 2018 |
Benefit Plans and Capital Transactions (Details) [Line Items] | |||||||||||||||
Description of preferred stock | the Company issued depository shares each representing 1/1000th of a share of 7.375% Series B Cumulative Perpetual Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”). The Series B Preferred Stock has a liquidation preference of $25 per 1/1000 depository share or $25,000 per preferred share. As a result of the offering the Company issued 1,300 shares of Series B Preferred Stock represented by 1,300,000 depositary shares. The offering resulted in gross proceeds of approximately $32.5 million. | the Company closed its public offering of depositary shares (the “Depositary Shares”), each representing 1/1000th of a share of 6.875% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”). The liquidation preference of each share of Series A Preferred Stock is $25,000 ($25.00 per Depositary Share). At the closing, the Company issued 2,000 shares of Series A Preferred Stock represented by 2,000,000 Depositary Shares issued. On October 11, 2019, the Company completed the sale of an additional 300,000 Depositary Shares, pursuant to the underwriters’ full exercise of their over-allotment option to purchase additional Depositary Shares. The offering of the 2,300,000 Depository Shares generated $57,500 of gross proceeds. | |||||||||||||
Depository shares (in Shares) | 232 | ||||||||||||||
Common stock, shares issued (in Shares) | 25,777,796 | 26,972,332 | |||||||||||||
Common stock, shares outstanding (in Shares) | 25,777,796 | 26,972,332 | |||||||||||||
Total liquidation preference (in Dollars) | $ 99,260 | $ 58,723 | |||||||||||||
Dividends paid in cash (in Dollars) | 38,792 | 41,138 | |||||||||||||
Minimum [Member] | |||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | |||||||||||||||
Dividend per share | $ 0.50 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | |||||||||||||||
Dividend per share | 3 | ||||||||||||||
Secondary stock purchase agreement [Member] | |||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | |||||||||||||||
Purchase of common stock, shares (in Dollars) | $ 950,000 | ||||||||||||||
Stock price | $ 18.25 | ||||||||||||||
Cash (in Dollars) | $ 17,337 | ||||||||||||||
Dividends [Member] | |||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | |||||||||||||||
Dividends, description | On October 28, 2020, the Company declared a regular quarterly dividend of $0.375 per share, which was paid on November 24, 2020 to stockholders of record as of November 10, 2020. | the Company declared a regular quarterly dividend of $0.30 per share and a special dividend of $0.05 per share which was paid on August 28, 2020 to stockholders of record as of August 14, 2020. On May 8, 2020, we declared a quarterly dividend of $0.25 per share which was paid on June 10, 2020 to stockholders of record as of June 1, 2020. | |||||||||||||
Subsequent Event [Member] | |||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | |||||||||||||||
Stock price | $ 46 | ||||||||||||||
Number of common shares issued (in Shares) | 1,413,045 | ||||||||||||||
Share issued (in Shares) | 184,310 | ||||||||||||||
Net proceeds (in Dollars) | $ 61,370 | ||||||||||||||
Employee Benefit Plan [Member] | |||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | |||||||||||||||
Amount of employer contributions (in Dollars) | 1,565 | 1,424 | |||||||||||||
Share based compensation (in Dollars) | $ 377 | $ 322 | |||||||||||||
Number of shares reserved for future issuance (in Shares) | 502,326 | ||||||||||||||
Board of Directors [Member] | |||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | |||||||||||||||
Repurchased of common stock, shares (in Shares) | 2,165,383 | 237,932 | |||||||||||||
Repurchased of common stock, value (in Dollars) | $ 50,000 | $ 50,000 | $ 48,248 | $ 4,272 | |||||||||||
Dividend per share | $ 0.50 | ||||||||||||||
Board of Directors [Member] | Minimum [Member] | |||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | |||||||||||||||
Dividend per share | $ 0.25 | 0.375 | 0.175 | $ 0.30 | |||||||||||
Board of Directors [Member] | Maximum [Member] | |||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | |||||||||||||||
Dividend per share | $ 0.30 | $ 0.50 | $ 0.25 | $ 0.375 | |||||||||||
Common Stock [Member] | |||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | |||||||||||||||
Repurchased of common stock, shares (in Shares) | 2,165,383 | ||||||||||||||
Repurchased of common stock, value (in Dollars) | $ 48,248 | ||||||||||||||
Average price | $ 22.28 | ||||||||||||||
Common stock, description | In addition to the repurchases of common stock, 387,365 shares of the Company’s common stock that were previously held in escrow in connection with the acquisition of a wealth management company in 2017 were forfeited and cancelled on June 11, 2020 to indemnify the Company for certain representations and warranties and related claims pursuant to a related acquisition agreement. In January and February of 2020, the Company repurchased 880,000 shares of its common stock in a block purchase from an existing stockholder as part of a privately-negotiated transaction. The Company purchased the shares at $24.4725 per share for an aggregate amount of $21,536. | ||||||||||||||
Common Stock [Member] | July 1, 2020 [Member] | |||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | |||||||||||||||
Repurchased of common stock, shares (in Shares) | 900,000 | ||||||||||||||
Repurchased of common stock, value (in Dollars) | $ 19,800 | ||||||||||||||
Average price | $ 22 | ||||||||||||||
Common Stock [Member] | July 2, 2020 [Member] | |||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | |||||||||||||||
Repurchased of common stock, shares (in Shares) | 450,000 | ||||||||||||||
Average price | $ 9,900 | ||||||||||||||
Common Stock [Member] | November 2, 2020 [Member] | |||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | |||||||||||||||
Repurchased of common stock, shares (in Shares) | 450,000 | ||||||||||||||
Repurchased of common stock, value (in Dollars) | $ 9,900 | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | |||||||||||||||
Description of preferred stock | On January 9, 2020, the Company declared a cash dividend of $0.4296875 per Depositary Share, which was paid on January 31, 2020 to holders of record as of the close of business on January 21, 2020. On April 13, 2020, the Company declared a cash dividend of $0.4296875 per Depositary Share, which was paid on April 30, 2020 to holders of record as of the close of business on April 23, 2020. On July 7, 2020, the Company declared a cash dividend of $0.4296875 per Depositary Share, which was paid on July 31, 2020 to holders of record as of the close of business on July 21, 2020. On October 8, 2020, the Company declared a cash dividend of $0.4296875 per Depositary Share, which was paid on October 31, 2020 to holders of record as of the close of business on October 21, 2020. On January 11, 2021, the Company declared a cash dividend of $0.4296875 per Depositary Share, which was paid on January 29, 2021 to holders of record as of the close of business on January 21, 2021. Holders of Series B Preferred Stock, when and as authorized by the board of directors of the Company, are entitled to cumulative cash dividends at the rate of 7.375% per annum of the $25,000 liquidation preference ($25.00 per Depositary Share) per year (equivalent to $1,843.75 or $1.84375 per Depositary Share). Dividends will be payable quarterly in arrears, on or about the last day of January, April, July and October. | ||||||||||||||
Depository shares (in Shares) | 49 | ||||||||||||||
Common stock, shares issued (in Shares) | 2,581 | 2,581 | |||||||||||||
Common stock, shares outstanding (in Shares) | 2,349 | 2,349 | |||||||||||||
Total liquidation preference (in Dollars) | $ 64,519 | $ 58,723 | |||||||||||||
Depository per share | $ 1.71875 | $ 0.11458 | |||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | |||||||||||||||
Description of preferred stock | when and as authorized by the board of directors of the Company, are entitled to cumulative cash dividends at the rate of 6.875% per annum of the $25,000 liquidation preference ($25.00 per Depositary Share) per year (equivalent to $1,718.75 or $1.71875 per Depositary Share). Dividends will be payable quarterly in arrears, on or about the last day of January, April, July and October. On January 9, 2020, the Company declared a cash dividend of $0.4296875 per Depositary Share, which was paid on January 31, 2020 to holders of record as of the close of business on January 21, 2020. On April 13, 2020, the Company declared a cash dividend of $0.4296875 per Depositary Share, which was paid on April 30, 2020 to holders of record as of the close of business on April 23, 2020. On July 7, 2020, the Company declared a cash dividend of $0.4296875 per Depositary Share, which was paid on July 31, 2020 to holders of record as of the close of business on July 21, 2020. On October 8, 2020, the Company declared a cash dividend of $0.4296875 per Depositary Share, which was paid on October 31, 2020 to holders of record as of the close of business on October 21, 2020. On January 11, 2021, the Company declared a cash dividend of $0.4296875 per Depositary Share, which was paid on January 29, 2021 to holders of record as of the close of business on January 21, 2021. Holders of Series B Preferred Stock, when and as authorized by the board of directors of the Company, are entitled to cumulative cash dividends at the rate of 7.375% per annum of the $25,000 liquidation preference ($25.00 per Depositary Share) per year (equivalent to $1,843.75 or $1.84375 per Depositary Share). Dividends will be payable quarterly in arrears, on or about the last day of January, April, July and October. | ||||||||||||||
Depository shares (in Shares) | 90 | ||||||||||||||
Total liquidation preference (in Dollars) | $ 34,741 | ||||||||||||||
Depository per share | $ 0.29193 | ||||||||||||||
Dividend per share | $ 0.29193 | ||||||||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||
Benefit Plans and Capital Transactions (Details) [Line Items] | |||||||||||||||
Dividend per share | $ 0.4609375 |
Benefit Plans and Capital Tra_4
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity | 12 Months Ended |
Dec. 31, 2020$ / shares | |
November 24, 2020 [Member] | |
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity [Line Items] | |
Date Declared | Oct. 28, 2020 |
Stockholder Record Date | Nov. 10, 2020 |
Regular Dividend Amount | $ 0.375 |
Special Dividend Amount | 0 |
Total Dividend Amount | $ 0.375 |
August 28, 2020 [Member] | |
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity [Line Items] | |
Date Declared | Jul. 30, 2020 |
Stockholder Record Date | Aug. 14, 2020 |
Regular Dividend Amount | $ 0.300 |
Special Dividend Amount | 0.050 |
Total Dividend Amount | $ 0.350 |
June 10, 2020 [Member] | |
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity [Line Items] | |
Date Declared | May 8, 2020 |
Stockholder Record Date | Jun. 1, 2020 |
Regular Dividend Amount | $ 0.250 |
Special Dividend Amount | 0 |
Total Dividend Amount | $ 0.250 |
March 31, 2020 [Member] | |
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity [Line Items] | |
Date Declared | Mar. 3, 2020 |
Stockholder Record Date | Mar. 17, 2020 |
Regular Dividend Amount | $ 0.250 |
Special Dividend Amount | 0.100 |
Total Dividend Amount | $ 0.350 |
November 26, 2019 [Member] | |
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity [Line Items] | |
Date Declared | Oct. 30, 2019 |
Stockholder Record Date | Nov. 14, 2019 |
Regular Dividend Amount | $ 0.175 |
Special Dividend Amount | 0.475 |
Total Dividend Amount | $ 0.650 |
August 29, 2019 [Member] | |
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity [Line Items] | |
Date Declared | Aug. 1, 2019 |
Stockholder Record Date | Aug. 15, 2019 |
Regular Dividend Amount | $ 0.175 |
Special Dividend Amount | 0.325 |
Total Dividend Amount | $ 0.500 |
May 29, 2019 [Member] | |
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity [Line Items] | |
Date Declared | May 1, 2019 |
Stockholder Record Date | May 15, 2019 |
Regular Dividend Amount | $ 0.080 |
Special Dividend Amount | 0.180 |
Total Dividend Amount | $ 0.260 |
March 26, 2019 [Member] | |
Benefit Plans and Capital Transactions (Details) - Schedule of dividend activity [Line Items] | |
Date Declared | Mar. 5, 2019 |
Stockholder Record Date | Mar. 19, 2019 |
Regular Dividend Amount | $ 0.080 |
Special Dividend Amount | 0 |
Total Dividend Amount | $ 0.080 |
Net Capital Requirements (Detai
Net Capital Requirements (Details) $ in Thousands | Dec. 31, 2020USD ($) |
B. Riley Securities [Member] | |
Net Capital Requirements (Details) [Line Items] | |
Net capital | $ 146,060 |
Excess capital | 140,101 |
B. Riley Securities [Member] | Maximum [Member] | |
Net Capital Requirements (Details) [Line Items] | |
Excess capital | 5,959 |
B. Riley Wealth Management [Member] | |
Net Capital Requirements (Details) [Line Items] | |
Net capital | 4,998 |
Excess capital | 4,299 |
B. Riley Wealth Management [Member] | Maximum [Member] | |
Net Capital Requirements (Details) [Line Items] | |
Excess capital | $ 699 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jun. 01, 2020 | May 14, 2020 | Apr. 02, 2019 | Feb. 25, 2021 | Feb. 23, 2021 | Nov. 30, 2020 | Oct. 28, 2020 | Apr. 30, 2020 | Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 02, 2021 | Feb. 12, 2021 | Jun. 30, 2020 | May 22, 2020 | Apr. 11, 2019 |
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Due from related party | $ 986,000 | $ 5,832,000 | |||||||||||||||
Management fee earned | 13,000 | ||||||||||||||||
Interest expense | 65,249,000 | 50,205,000 | $ 33,393,000 | ||||||||||||||
Loans receivable with a carrying value | $ 3,275 | ||||||||||||||||
Transfer Agreement, description | the Company entered into a Transfer Agreement (the “Transfer Agreement”) with GACP II, a fund managed by GACP, and John Ahn, who is the brother of Phil Ahn, the Company’s Chief Financial Officer and Chief Operating Officer. The Transfer Agreement provides for among other things, the transfer to Mr. J. Ahn of 55.56% of the Company’s limited partnership interest in GACP II (the “Transferred Interest”), which represents a capital commitment in the aggregate amount of $5,000. In connection with the Transfer Agreement, the Company provided Mr. J. Ahn with a non-recourse, secured line of credit in an aggregate amount of up to $5,003 pursuant to the terms of a Secured Line of Credit Promissory Note (the “Note”) dated April 1, 2019, to fund the purchase price of the Transferred Interest. We also entered into a Security Agreement with Mr. J. Ahn on April 1, 2019, which granted to the Company a security interest in the Transferred Interest to secure Mr. J. Ahn’s obligations under the Note. The Note is subject to an interest rate per annum of 7.00%. As of December 31, 2019, the principal and accrued interest on the Note were $3,798 and $48, respectively. In June 2020, the Company entered into an investment advisory services agreement with Whitehawk Capital Partners, L.P., a limited partnership controlled by Mr. J. Ahn, (“Whitehawk”). Whitehawk has agreed to provide investment advisory services for GACP I and GACP II. In accordance with the terms of the Note, Mr. Ahn surrendered the Transferred Interest to the Company in exchange for the cancellation of the Note. | ||||||||||||||||
Interest payments received | 121,000 | ||||||||||||||||
Investment advisory services | $ 1,214,000 | ||||||||||||||||
Merger agreement description | In order to help meet the condition under the Merger Agreement that BRPM II maintain a certain level of cash available upon the closing (before taking into account certain transaction expenses), the Company entered into an Equity Commitment Letter with BRPM II and B. Riley Principal Sponsor Co. II, LLC, pursuant to which the Company committed to provide up to $40,000 in equity financing at closing, less the number of shares of BRPM II’s common stock already issued pursuant to subscription agreements entered into with investors prior to the closing. Pursuant to the Merger Agreement and the subscription agreement in connection with the Acquisition, the equity commitment was reduced from $40,000 to $21,670 which was funded by the Company upon the closing of the Acquisition in November 2020. | ||||||||||||||||
Underwriting and financial advisory fees | $ 2,486 | ||||||||||||||||
Services fees | 750,000 | ||||||||||||||||
Loans receivable fair value | 43,338,000 | ||||||||||||||||
Debt issue discount | 9,557,000 | 8,875,000 | |||||||||||||||
Conversion on notes receivable | $ 3,367,000 | ||||||||||||||||
Notes receivable shares (in Shares) | 3,367 | ||||||||||||||||
Minority equity interest | $ 26,374,000 | 29,591,000 | |||||||||||||||
Executive Officer's and Board of Directors [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Financial interest | 49.60% | ||||||||||||||||
Principal amount due on loan | $ 4,697,000 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Initial public offering, description | The Company has also agreed to loan BRPM 150 up to $300 for operating expenses. The loan is interest free and there were no amounts outstanding at December 31, 2020. Subsequent to December 31, 2020, the Company loaned BRPM 150 $40 which was repaid in full on March 1, 2021 using proceeds from the BRPM 150 initial public offering. | ||||||||||||||||
Franchise Group [Member] | Subsequent Event [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Loans receivable with a carrying value | $ 3,000,000 | ||||||||||||||||
Sonim [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Loan amount | $ 6,170,000 | ||||||||||||||||
Maven [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Principal amount due on loan | 49,921,000 | ||||||||||||||||
financial advisory fees | $ 441 | ||||||||||||||||
Alta Equipment Group, Inc. [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Underwriting and financial advisory fees | 828 | ||||||||||||||||
Dash Medical Holdings, LLC [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Minority equity interest | $ 2,400 | ||||||||||||||||
Working capital promissory note | 3,000 | ||||||||||||||||
Lingo [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Loans receivable with a carrying value | $ 55,066,000 | ||||||||||||||||
Financial interest | 16.00% | ||||||||||||||||
Term loan | $ 17,500,000 | ||||||||||||||||
National Holdings [Member] | Subsequent Event [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Remaining percentage of nature of common ownership | 55.00% | ||||||||||||||||
Outstanding share based awards | $ 35,442 | ||||||||||||||||
GACP I, L.P [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Due from related party | $ 9,000 | 145,000 | |||||||||||||||
GACP I, L.P [Member] | Co-Chief Executive Officer [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Financial interest | 39.20% | ||||||||||||||||
Underwriting and financial advisory fees | $ 7,160,000 | ||||||||||||||||
Underwriting fees | $ 31,000 | ||||||||||||||||
GACP II, L.P [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Due from related party | 544,000 | 12,000 | |||||||||||||||
CA Global Partners, LLC [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Due from related party | $ 433,000 | ||||||||||||||||
President [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Due from related party | $ 3,846,000 | ||||||||||||||||
Babcock and Wilcox [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Warrants granted (in Shares) | 1,666,667 | 1,800,000 | |||||||||||||||
Loans receivable with a carrying value | 109,147,000 | ||||||||||||||||
Loans receivable amount | $ 176,191,000 | ||||||||||||||||
Additional loan amount | $ 30,000,000 | ||||||||||||||||
Related party transaction, description | the Company provided B&W with another $30,000 of last-out term loans pursuant to a further amendment to B&W’s credit agreement which also included future commitments for the Company to loan B&W $40,000 at various dates starting in November 2020 and a limited guaranty by the Company of B&W’s obligations under the amended credit facility, (the “Amendment Transactions”). In November 2020, an additional $10,000 was funded under the May 14, 2020 Amendment. Interest is payable quarterly at the fixed rate of 12.0% per annum in common stock of B&W at $2.28 per common share through December 31, 2020 and in cash thereafter. All of these loans were made to B&W as part of various amendments to B&W’s existing credit agreement with other lenders not related to the Company. | ||||||||||||||||
Exercise Price (in Dollars per share) | $ 0.01 | ||||||||||||||||
Babcock and Wilcox [Member] | Subsequent Event [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Financial interest | 8.125% | ||||||||||||||||
Principal amount due on loan | $ 35,000,000 | ||||||||||||||||
GACP I, L.P [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Subsidiaries amount value | $ 2,698,000 | 14,816,000 | |||||||||||||||
Interest expense | 1,710,000 | ||||||||||||||||
Notes receivable shares (in Shares) | 38,376,090 | ||||||||||||||||
GACP I, L.P [Member] | B. Riley Partners Opportunity Fund's Loan Participations [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Outstanding loan | 14,816,000 | 12,478,000 | |||||||||||||||
GACP I, L.P [Member] | B. Riley Partners Opportunity Fund's Loan Participations [Member] | Minimum [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Financial interest | 40.00% | ||||||||||||||||
GACP I, L.P [Member] | B. Riley Partners Opportunity Fund's Loan Participations [Member] | Maximum [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Financial interest | 80.00% | ||||||||||||||||
Maven [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Due from related party | 9,603,000 | ||||||||||||||||
Loans receivable with a carrying value | 568,000 | 47,933,000 | |||||||||||||||
Loan receivable | $ 56,552,000 | ||||||||||||||||
Loans receivable fair value | 21,150,000 | ||||||||||||||||
Debt issue discount | 1,988,000 | ||||||||||||||||
Description of loan payables | Interest on these loans is payable at 12.0% to 15.0% per annum with maturity dates through June 2022. | ||||||||||||||||
Sonim [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Loans receivable with a carrying value | 3,798,000 | ||||||||||||||||
Principal amount due on loan | $ 4,000,000 | ||||||||||||||||
Tranche A Term Loans [Member] | Subsequent Event [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Principal amount due on loan | $ 35,000,000 | ||||||||||||||||
Franchise Group [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Loans receivable with a carrying value | $ 4,951,000 | ||||||||||||||||
Financial interest | 13.70% | ||||||||||||||||
Bebe [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Loans receivable with a carrying value | $ 8,000,000 | ||||||||||||||||
Financial interest | 16.00% | ||||||||||||||||
National Holdings [Member] | Subsequent Event [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Nature of common ownership percentage | 45.00% |
Business Segments (Details)
Business Segments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
North America [Member] | ||
Business Segments (Details) [Line Items] | ||
Property and equipment, net | $ 11,685 | $ 12,727 |
Business Segments (Details) - S
Business Segments (Details) - Schedule of reportable segments - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Capital Markets Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues - Services and fees | $ 412,222 | $ 264,703 | $ 232,074 |
Trading income (losses) and fair value adjustments on loans | 104,018 | 106,463 | (8,004) |
Interest income - Loans and securities lending | 102,499 | 77,221 | 38,277 |
Total revenues | 618,739 | 448,387 | 262,347 |
Selling, general and administrative expenses | (267,330) | (239,716) | (217,855) |
Restructuring (charge) recovery | (917) | 4 | (8,321) |
Interest expense - Securities lending and loan participations sold | (42,451) | (32,144) | (23,039) |
Depreciation and amortization | (4,266) | (4,858) | (5,677) |
Segment income | 303,775 | 171,673 | 7,455 |
Auction and Liquidation segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues - Services and fees | 63,101 | 18,296 | 54,923 |
Revenues - Sale of goods | 25,663 | 4,220 | 63 |
Total revenues | 88,764 | 22,516 | 54,986 |
Direct cost of services | (40,730) | (33,296) | (19,627) |
Cost of goods sold | (9,766) | (4,016) | (41) |
Selling, general and administrative expenses | (12,357) | (10,731) | (8,274) |
Restructuring (charge) recovery | (140) | ||
Depreciation and amortization | (2) | (7) | (31) |
Segment income | 25,769 | (25,533) | 27,013 |
Financial Consulting Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues - Services and fees | 91,622 | 76,292 | 51,424 |
Selling, general and administrative expenses | (68,232) | (58,226) | (37,322) |
Restructuring (charge) recovery | (500) | (57) | |
Depreciation and amortization | (347) | (252) | (251) |
Segment income | 22,543 | 17,814 | 13,794 |
Principal Investments - United Online and magicJack segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues - Services and fees | 83,666 | 97,147 | 53,659 |
Revenues - Sale of goods | 3,472 | 3,715 | 575 |
Total revenues | 87,138 | 100,862 | 54,234 |
Direct cost of services | (19,721) | (25,529) | (15,127) |
Cost of goods sold | (2,694) | (3,559) | (759) |
Selling, general and administrative expenses | (20,352) | (24,256) | (10,962) |
Restructuring (charge) recovery | (1,703) | (338) | |
Depreciation and amortization | (11,011) | (12,658) | (7,600) |
Segment income | 33,360 | 33,157 | 19,448 |
Brands Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues - Services and fees | 16,458 | 4,055 | |
Selling, general and administrative expenses | (2,889) | (881) | |
Depreciation and amortization | (2,858) | (507) | |
Impairment of tradenames | (12,500) | ||
Segment income | (1,789) | 2,667 | |
Corporate and Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Consolidated operating income from reportable segments | 383,658 | 199,778 | 67,710 |
Corporate and other expenses | (38,893) | (33,127) | (22,326) |
Interest income | 564 | 1,577 | 1,326 |
Income (loss) on equity investments | (623) | (1,431) | 7,986 |
Interest expense | (65,249) | (50,205) | (33,393) |
Income before income taxes | 279,457 | 116,592 | 21,303 |
Provision for income taxes | (75,440) | (34,644) | (4,903) |
Net income | 204,017 | 81,948 | 16,400 |
Net income (loss) attributable to noncontrolling interests | (1,131) | 337 | 891 |
Net income attributable to B. Riley Financial, Inc. | 205,148 | 81,611 | $ 15,509 |
Preferred stock dividends | $ 4,710 | $ 264 | |
Net income available to common shareholders (in Dollars per share) | $ 200,438 | $ 81,347 | $ 15,509 |
Business Segments (Details) -_2
Business Segments (Details) - Schedule of revenues by geographical area - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues - Services and fees: | |||
Total Revenues - Services and fees | $ 667,069 | $ 460,493 | $ 392,080 |
Revenues - Sale of goods | |||
Total Revenues - Sale of Goods | 29,135 | 7,935 | 638 |
Total Revenues: | |||
Total Revenues | 902,721 | 652,112 | 422,991 |
North America [Member] | |||
Revenues - Services and fees: | |||
Total Revenues - Services and fees | 641,127 | 460,374 | 390,732 |
Trading income (losses) and fair value adjustments on loans | |||
Trading income (losses) and fair value adjustments on loans | 104,018 | 106,463 | (8,004) |
Revenues - Sale of goods | |||
Total Revenues - Sale of Goods | 6,788 | 7,935 | 638 |
Revenues - Interest income - Loans and securities lending: | |||
Revenues - Interest income - Loans and securities lending | 102,499 | 77,221 | 38,277 |
Total Revenues: | |||
Total Revenues | 854,432 | 651,993 | 421,643 |
Australia [Member] | |||
Revenues - Services and fees: | |||
Total Revenues - Services and fees | 664 | 58 | 19 |
Total Revenues: | |||
Total Revenues | 664 | 58 | 19 |
Europe [Member] | |||
Revenues - Services and fees: | |||
Total Revenues - Services and fees | 25,278 | 61 | 1,329 |
Revenues - Sale of goods | |||
Total Revenues - Sale of Goods | 22,347 | ||
Total Revenues: | |||
Total Revenues | $ 47,625 | $ 61 | $ 1,329 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - Schedule of selected quarterly financial data - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of selected quarterly financial data [Abstract] | |||||||||||
Total revenues | $ 410,206 | $ 226,253 | $ 266,468 | $ (206) | $ 165,237 | $ 180,063 | $ 164,684 | $ 142,128 | $ 902,721 | $ 652,112 | $ 422,991 |
Operating (loss) income | 251,068 | 83,501 | 131,340 | (121,144) | 37,567 | 59,851 | 44,255 | 24,978 | 344,765 | 166,651 | 45,384 |
(Loss) income before income taxes | 233,905 | 67,603 | 114,737 | (136,788) | 25,358 | 48,553 | 31,598 | 11,083 | |||
Benefit from (provision for) income taxes | (62,060) | (18,711) | (32,208) | 37,539 | (7,842) | (14,409) | (9,289) | (3,104) | $ (75,440) | $ (34,644) | (4,903) |
Net (loss) income | 171,845 | 48,892 | 82,529 | (99,249) | 17,516 | 34,144 | 22,309 | 7,979 | |||
Net income attributable to B. Riley Financial, Inc. | $ 17,129 | $ 34,302 | $ 22,157 | $ 8,023 | $ 20,822 | ||||||
Net (loss) income attributable to common shareholders | $ 170,114 | $ 47,291 | $ 82,753 | $ (99,720) | |||||||
(Loss) earnings per common share: | |||||||||||
Basic (in Dollars per share) | $ 6.72 | $ 1.86 | $ 3.23 | $ (3.83) | $ 0.64 | $ 1.29 | $ 0.84 | $ 0.31 | $ 7.83 | $ 3.08 | $ 0.60 |
Diluted (in Dollars per share) | $ 57.35 | $ 1.75 | $ 3.07 | $ (3.83) | $ 0.59 | $ 1.21 | $ 0.82 | $ 0.30 | $ 7.56 | $ 2.95 | $ 0.58 |
Weighted average common shares outstanding: | |||||||||||
Basic (in Shares) | 25,331,918 | 25,446,292 | 25,627,085 | 26,028,613 | 26,547,023 | 26,556,223 | 26,278,352 | 26,217,215 | 25,607,278 | 26,401,036 | 25,937,305 |
Diluted (in Shares) | 2,966,501 | 27,050,448 | 26,992,823 | 26,028,613 | 28,412,871 | 28,233,423 | 26,896,573 | 26,687,531 | 26,508,397 | 27,529,157 | 26,764,856 |