ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of recognized identified assets acquired and liabilities assumed

The fair value of acquisition consideration and purchase price allocation were as follows:


Consideration paid:
Cash	$	18,670
Credit bid - Settlement of DIP Facility	37,700
Total Consideration	$	56,370


Assets acquired and liabilities assumed:
Cash and cash equivalents	$	604
Accounts receivable	421
Prepaid and other assets	6,826
Operating lease right-of-use assets	740
Property and equipment	400
Other intangible assets	17,350
Deferred income taxes	227
Accounts payable	(9,731)
Accrued expenses and other liabilities	(10,309)
Deferred revenue	(95)
Operating lease liabilities	(740)
Note payable	(700)
Net tangible assets acquired and assumed	4,993
Goodwill	56,028
Noncontrolling interest	(4,651)
Total	$	56,370

The fair value of acquisition consideration and purchase price allocation were as follows:


Consideration paid:
Cash	$	112,686
Fair value of seller financing	54,000
Fair value of 2,400,000 RILYO shares issued in senior notes at $24.59 per share	59,016
Fair value of 227,491 B. Riley common shares issued at $42.11 per share	9,580
Fair value of 215,876 stock options attributable to service period prior to acquisition	5,749
Fair value of deferred payments	6,515
Total consideration	$	247,546

Assets acquired and liabilities assumed:
Cash and cash equivalents	$	18,810
Accounts receivable	91,039
Prepaid and other assets	90,289
Right-of-use assets	7,665
Property and equipment	8,320
Other intangible assets	89,000

Accounts payable	(54,553)
Accrued expenses and other liabilities	(62,939)
Deferred income taxes	(9,989)
Contingent consideration	(2,212)
Lease liability	(7,665)
Net tangible assets acquired and liabilities assumed	167,765
Goodwill	79,781
Total	$	247,546

Schedule of acquired indefinite-lived intangible assets by major class

The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets:

Category

Useful life

Fair Value

Customer relationships

9 years

50,000

Internally developed software and other intangibles

1 to 3 years

4,000

Tradenames

N/A

35,000

Total

89,000

Business acquisition, pro forma information

The pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition of the equity investment had taken place at the beginning of the earliest period presented, nor does it intend to be a projection of future results.


	Pro Forma (unaudited)
	Year Ended December 31,
	2023		2022

Revenues	$	1,643,600	$	1,080,670
Net loss attributable to B. Riley Financial, Inc.	$	(105,750)	$	(168,970)
Net loss attributable to common shareholders	$	(113,807)	$	(176,978)

Basic loss per share	$	(3.74)	$	(5.84)
Diluted loss per share	$	(3.74)	$	(5.84)

Weighted average basic shares outstanding	30,456,631		30,279,439
Weighted average diluted shares outstanding	30,456,631		30,279,439

The following unaudited pro forma financial information is presented to illustrate the estimated effects of the acquisition of Targus as if it had occurred on January 1, 2021.


	Pro Forma (unaudited)
	Year Ended December 31,
	2022

Revenues	$	1,418,291
Net (loss) income	$	(138,448)
Net (loss) income attributable to B. Riley Financial, Inc.	$	(141,683)
Net (loss) income attributable to common shareholders	$	(149,691)