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ACQUISITIONS | 6 Months Ended
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Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
ACQUISITIONS | ACQUISITIONS 2024 Acquisitions On May 3, 2024, one of the Company’s wholly owned subsidiaries completed the acquisition of Nogin for a total purchase consideration of approximately $56,370, which consisted of $37,700 in DIP financing (see Note 2(h)) and an additional $18,670 in cash consideration. To fund the $18,670 in cash consideration, contemporaneous with the closing, the acquired company issued $15,000 of convertible debt. In accordance with ASC 805, the Company used the acquisition method of accounting for this acquisition. Goodwill of $56,028 and other intangible assets of $17,350 were recorded as a result of the acquisition. The acquisition complements the Company's principal investments strategy and offers potential growth to the Company's portfolio of principal investments. The assets and liabilities of Nogin, both tangible and intangible, were recorded at their estimated fair values as of the May 3, 2024 acquisition date. Acquisition related costs, such as legal, accounting, valuation and other professional fees related to the acquisition of Nogin, were charged against earnings in the amount of $2,276 and included in selling, general and administrative expenses in the condensed consolidated statements of operations for the three and six months ended June 30, 2024. Nogin goodwill recognized subsequent to the acquisition will be non-deductible for tax purposes. The fair value of acquisition consideration and preliminary purchase price allocation was 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 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 |  | $ | 10,300 |
Internally developed software and other intangibles |  | 8 Years |  | 3,950 |
Trademarks |  | 10 Years |  | 3,100 |
Total |  |  |  | $ | 17,350 |
As described in Note 2(h), the Company had entered into a Chapter 11 RSA with Nogin prior to the acquisition date. As part of Nogin's Chapter 11 restructuring activities, it ceased the sale of brand apparel merchandise and eliminated warehousing and other costs associated with the inventory, among other things. The Company has determined that the preparation of pro forma financial information would be impracticable due to the significant estimates of amounts needed to reflect Nogin's historical financial information with its operations emerging from bankruptcy. 2023 Acquisitions Freedom VCM Equity Investment Acquisition - Pro Forma Financial Information On August 21, 2023, the Company acquired approximately 31% equity interest in Freedom VCM for total consideration of $281,144. The equity interest was acquired in connection with Freedom VCM's acquisition of FRG by a buyer group that included members of senior management of FRG, led by Brian Kahn, FRG’s then Chief Executive Officer as part of the FRG take-private transaction. The unaudited pro-forma financial information for the three and six months ended June 30, 2023 in the table below summarizes the results of operations of the Company and the equity investment in Freedom VCM as though the acquisition of the approximately 31% equity investment on August 21, 2023 had occurred as of the beginning of the year on January 1, 2023. The pro-forma financial information presented includes the effects of the common stock offering in July 2023 and adjustments related to additional interest expense from borrowings that the Company used to finance the acquisition of the equity interest. The Company has elected to account for the acquisition of the equity investment under the fair value option and any changes in fair value of the equity investment during future periods will be recorded in the condensed consolidated statements of operations. 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)
|  | Three Months Ended June 30, 2023 |  | Six Months Ended June 30, 2023
Revenues |  | $ | 406,278 |  |  | $ | 838,368 |
Net income attributable to B. Riley Financial, Inc. |  | $ | 44,096 |  |  | $ | 58,965 |
Net income attributable to common shareholders |  | $ | 42,081 |  |  | $ | 54,938 |
Basic income per share |  | $ | 1.39 |  |  | $ | 1.80 |
Diluted income per share |  | $ | 1.37 |  |  | $ | 1.76 |
Weighted average basic shares outstanding |  | 30,330,025 |  |  | 30,502,179 |
Weighted average diluted shares outstanding |  | 30,745,155 |  |  | 31,173,794 |
Valuation Assumptions for Purchase Price Allocation Our valuation assumptions used to value the acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets, inventories, property and equipment, and deferred income taxes. In determining the fair value of intangible assets acquired, the Company must make assumptions about the future performance of the acquired businesses, including among other things, the forecasted revenue growth attributable to the asset groups and projected operating expenses and other benefits expected to be achieved by combining the businesses acquired with the Company. The intangible assets acquired are primarily comprised of customer relationships, trademarks, and developed technology. The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the preliminary purchase price allocations. The estimated fair value of the customer relationships and backlog are determined using the multi-period excess earnings method and the estimated fair value of the trade names and trademarks and developed technology are determined using the relief from royalty method. Both methods require forward looking estimates that are discounted to determine the fair value of the intangible asset using a risk-adjusted discount rate that is reflective of the level of risk associated with future estimates associated with the asset group that could be affected by future economic and market conditions.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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