DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

6 Months Ended

Jun. 30, 2025

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

Assets Held For Sale

Wealth Management

On October 31, 2024, the Company signed a definitive agreement to sell a portion of the Company’s (W-2) Wealth Management business to Stifel for estimated net consideration based on the number of advisors that join Stifel at closing, among other things. Upon closing the transaction on April 4, 2025, the sale was completed for net cash consideration of $26,037, representing 36 financial advisors whose managed accounts represent approximately $4.0 billion, or 23.6%, of total assets under management (“AUM”) as of the close of the transaction. A gain of $5,372 was recognized on April 4, 2025 in connection with the completion of the sale and is included in the “Gain on sale and deconsolidation of businesses” line item in the accompanying unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2025

Atlantic Coast Recycling

On March 3, 2025, the Company, BRFH, B. Riley Environmental Holdings, LLC and other indirect subsidiaries of the Company which included the Atlantic Companies, entered into the MIPA, whereby the Interests owned by BRFH and the minority holders were sold to a third party in accordance with the terms of the MIPA on March 3, 2025. The Interests were

sold to the third party on March 3, 2025 for a purchase price of $102,478, subject to certain adjustments and a holdback amount pending receipt of a certain third party consent, resulting in cash proceeds of $68,638 to the Company after adjustments for amounts allocated to non-controlling interests, repayment of contingent consideration, transaction costs and other items directly attributable to the closing of the transaction. Of the $68,638 of cash proceeds received by the Company, approximately $22,610 was used to pay interest, fees, and principal on the Credit Facility entered into with Oaktree on February 26, 2025 as further discussed in Note 11 - Term Loans and Revolving Credit Facility. A gain of $52,430 was recognized during the six months ended June 30, 2025 from this sale, which is included in “Gain on sale and deconsolidation of businesses” line item on the accompanying unaudited condensed consolidated statements of operations.

The Company determined that the assets and liabilities associated with the Wealth Management Transaction and Atlantic Coast Recycling transactions met the criteria under ASC 360, Impairment and Disposal of Long-Lived Assets to be classified as held for sale as of December 31, 2024. The assets and liabilities for both transactions were properly presented in the unaudited condensed consolidated balance sheets. Operating results from the disposal groups comprising the Wealth Management business and Atlantic Coast Recycling contributed to the operating incomes of the Wealth Management and All Other segment categories, respectively, for the six months ended June 30, 2025.

Assets and liabilities held for sale consist of the following:


	As of December 31, 2024
			Atlantic
	Wealth		Coast
	Management		Recycling		Total

Assets Held for Sale
Cash and cash equivalents	$	—	$	1,324	$	1,324
Accounts receivable, net of allowance of $18	—		3,698		3,698
Prepaid expenses and other assets	3,704		2,427		6,131
Operating lease right-of-use assets	512		21,127		21,639
Property and equipment, net	71		22,799		22,870
Goodwill	13,861		3,280		17,141
Other intangible assets, net	2,678		9,242		11,920
Total assets held for sale	$	20,826	$	63,897	$	84,723

Liabilities Held for Sale
Accounts payable	$	—	$	1,410	$	1,410
Accrued expenses and other liabilities	—		13,290		13,290
Operating lease liabilities	525		24,371		24,896
Notes payable	—		1,909		1,909
Total liabilities held for sale	$	525	$	40,980	$	41,505

Discontinued Operations

The Company presents a disposition of a component, being an operating or reportable segment, business unit, subsidiary or asset group, that represents a strategic shift that has or will have a major effect on the Company’s operations and financial results as discontinued operations when the components meet the criteria to be classified as held for sale. The following operations have been presented as discontinued operations.

Brands Transaction

On October 25, 2024, the Company completed a transaction whereby the Company contributed and transferred its controlling equity interest in the assets and intellectual properties related to the licenses of Catherine Malandrino, English Laundry, Joan Vass, Kensie Girl, Limited Too and Nanette Lepore (“Six Brands”), which were previously consolidated in

the Company’s financial statements, and the noncontrolling equity interests the Company owned in the assets and intellectual properties of Hurley, Justice, and Scotch & Soda (collectively with Six Brands, the “Brands Interests”), which the Company had elected to account for the equity investments under the fair value option, into a securitization financing vehicle in exchange for $189,300 in net proceeds. The Company accounted for this transfer of financial assets as a sale. During the year ended December 31, 2024, upon deconsolidation of the Six Brands, the Company recognized a loss on disposal of discontinued operations of $(40,782) and the Company recognized a write-down in the fair value of the equity investments in Hurley, Justice, and Scotch & Soda of $(87,810) that was reported in realized and unrealized (losses) gains on investments in discontinued operations. In addition, the Company’s ownership interest in the Brand Interests will be reported as a non-controlling equity investment that is estimated to have a nominal value as a result of the liquidation preferences and notes that were issued as part of the secured financing.

Additionally, in connection with the Brands Interests contribution and transfer noted above, the Company entered into a membership interest purchase agreement dated October 25, 2024, whereby the Company’s subsidiary bebe sold its limited liability company equity interests in BB Brand Holdings and BKST Brand Management (the “bebe Brands”), which the Company had elected to account for the equity investments in the bebe Brands under the fair value option for $46,624 in net cash proceeds. During the year ended December 31, 2024, the Company recognized a write-down in fair value of equity investment in the bebe Brands of $21,386 that was reported in realized and unrealized (losses) gains on investments in discontinued operations. Upon closing of the bebe Brands sale, proceeds of $22,188 was used to pay off the then outstanding balance of the bebe Credit Agreement in full (see Note 11 - Term Loans and Revolving Credit Facility) and $224 of loan-related pay off expenses. Collectively, the bebe Brands sale and the contribution and transfer of Brands Interest comprise the Brands Transaction.

The Brands Interests and bebe Brands were historically reported within All Other category - generating operating revenues from the Company’s majority owned subsidiary that licenses the trademarks and intellectual properties from Six Brands. The bebe Brands equity investments also generated other income from dividends the Company received from the equity ownership of investments that range from 10% to 50% in companies that license the trademark and intellectual property of bebe and Brookstone brands (equity ownership of bebe stores, inc., our majority owned subsidiary).

The Company analyzed the quantitative and qualitative factors relevant to the divestiture of the brand assets, including the fair value adjustments and dividends received from the brand assets significance to the overall net income and earnings per share, and determined that those conditions for discontinued operations presentation had been met. As such, the financial position, results of operations and cash flows of that business are reported as discontinued operations in the accompanying unaudited condensed consolidated financial statements. Prior period amounts have been adjusted to reflect discontinued operations presentation. The Company has no significant continuing involvement with operations and management of the Brands Interests and bebe Brands post-disposition.

Great American Group

On October 13, 2024, the Company entered into an equity purchase agreement, (the “Equity Purchase Agreement”), to sell a 52.6% ownership stake in the Appraisal and Valuation Services, Real Estate, and Retail, Wholesale & Industrial Solutions businesses (collectively, the “Great American Group”) to Oaktree. Subject to the terms and conditions set forth in, the Equity Purchase Agreement, the Company conducted an internal reorganization and contributed all of the interests in the “Great American Group”, to Great American Holdings, LLC, a newly formed holding company (“Great American NewCo”). At the closing on November 15, 2024, (i) Oaktree received (a) all of the outstanding class A preferred limited liability units of Great American NewCo (which will have a 7.5% cash coupon and a 7.5% payment-in-kind coupon) (the “Class A Preferred Units”) and (b) common limited liability units of Great American NewCo (the “Common Units”) representing 52.6% of the issued and outstanding common limited liability units in Great American NewCo for a purchase price of approximately $203,000 (with an initial liquidation preference of approximately $203,000). The Company retains (a) 93.2% of the issued and outstanding class B preferred limited liability company units of Great American NewCo (which will have a 2.3% payment-in-kind coupon and an initial aggregate liquidation preference of approximately $183,000) (the “Class B Preferred Units”) and (b) 44.2% of the issued and outstanding Common Units. The remaining 6.8% of issued and outstanding Class B Preferred Units and 3.2% of issued and outstanding Common Units will be held by certain minority investors. The Company accounts for its non-controlling equity interest in Great American NewCo using the equity method of accounting (refer to Note 2(m) - Equity Method Investment) with its carrying value included in the “Prepaid expenses and other assets” line item in the consolidated balance sheets (refer to Note 8 - Prepaid Expenses and Other Assets).

The Great American Group, which was historically reported within the Auction and Liquidation segment—providing 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—and within the Financial Consulting segment—offering bankruptcy, financial advisory, forensic accounting, real estate consulting, and valuation and appraisal services—were divested. The Company recorded a net gain of $258,286 to the “Income from discontinued operations, net of taxes” line item in the consolidated statements of operations during the fourth quarter of fiscal year 2024. The net after-tax proceeds from this transaction were used to repay certain debt obligations and focus on the core operating subsidiaries.

The Company analyzed the quantitative and qualitative factors relevant to the sale of the Great American Group, including the significance of the operating income generated from the appraisal, real estate consulting and auction and liquidation operations to the overall net income (loss), net (loss) income per share, and net assets, and determined that those conditions for discontinued operations presentation had been met. As such, results of operations and cash flows of that business are reported as discontinued operations in the accompanying unaudited condensed consolidated financial statements for the three and six months ended June 30, 2024.

Continuing Involvement

In addition to retaining an equity interest accounted for under the equity method of accounting, at the closing of the transaction, the Company entered into a Transition Services Agreement, pursuant to which the Company will provide certain transition services to Great American NewCo relating to the Great American Group for a period of up to one year from the closing. Additionally, the Company entered into a credit agreement, pursuant to which an affiliate of the Company, as lender, will provide to Great American NewCo, as borrower, a first lien secured revolving credit facility of up to $40,000 for general corporate purposes, subject to the terms and conditions set forth therein, which had an outstanding balance of $1,698 at closing. The Company also entered into promissory notes which totaled $15,332 related to capital requirements for certain retail liquidation engagements that were ongoing as of closing.

GlassRatner and Farber

On June 27, 2025, the Company signed an equity purchase agreement to sell all of the membership interests of GlassRatner and Farber. The aggregate cash consideration paid by the buyers for the interests of GlassRatner and shares of Farber was $117,800, which is based on a target closing working capital amount that is subject to adjustment within 180-days following the sale date. In connection with the sale, the Company entered into a transition services agreement with the buyer to provide certain services.

The major classes of assets and liabilities included in discontinued operations were as follows:


	GlassRatner & Farber
	June 30, 2025		December 31, 2024

Assets:
Cash and cash equivalents	$	—	$	8,025
Accounts receivable, net	—		19,704
Prepaid expenses and other assets	2,221		9,222
Operating lease right-of-use assets	—		2,258
Property and equipment, net	—		275
Goodwill	—		30,450
Other intangible assets, net	—		439

Total assets	$	2,221	$	70,373

Liabilities:
Accounts payable	$	—	$	1,326
Accrued expenses and other liabilities	830		14,359
Deferred revenue	—		5

Contingent consideration	—		3,092
Operating lease liabilities	—		2,539
Total liabilities	$	830	$	21,321

Revenues and income (loss) from discontinued operations for the three and six months ended June 30, 2025 and 2024 were as follows:



	Three Months Ended		Six Months Ended
	June 30, 2025		June 30, 2025
	GlassRatner & Farber		GlassRatner & Farber
Revenues:
Services and fees	$	19,465	$	40,575

Operating expenses:


Selling, general and administrative expenses	16,592		34,205

Operating income	2,873		6,370
Other income (expense):
Interest income	4		7




Gain on disposal of discontinued operations	66,795		66,795

Income from discontinued operations before income taxes	69,672		73,172
Provision for income taxes	(360)		(465)
Income from discontinued operations, net of income taxes	$	69,312	$	72,707


	Three Months Ended June 30, 2024
	Brands Transaction		Great American Group		GlassRatner & Farber		Total
Revenues:
Services and fees	$	4,962	$	17,351	$	22,803	$	45,116
Sale of goods			8,364				8,364
Total revenues	4,962		25,715		22,803		53,480
Operating expenses:
Direct cost of services	—		2,872		—		2,872
Cost of goods sold	—		6,960		—		6,960
Selling, general and administrative expenses	1,028		12,437		17,979		31,444
Total operating expenses	1,028		22,269		17,979		41,276
Operating income	3,934		3,446		4,824		12,204
Other income (expense):
Interest income	—		1		6		7
Dividend income	8,749		—		—		8,749
Realized and unrealized losses on investments	(449)		—		—		(449)
Loss on extinguishment of debt	—		—		(163)		(163)
Interest expense	(699)		(8,454)		—		(9,153)
Income (loss) from discontinued operations before income taxes	11,535		(5,007)		4,667		11,195
Benefit from (provision for) income taxes	4,012		(1,143)		1,306		4,175
Income (loss) from discontinued operations, net of income taxes	$	15,547	$	(6,150)	$	5,973	$	15,370


	Six Months Ended June 30, 2024
	Brands Transaction		Great American Group		GlassRatner & Farber		Total
Revenues:
Services and fees	$	9,539	$	33,357	$	45,442	$	88,338
Sale of goods	—		10,584		—		10,584
Total revenues	9,539		43,941		45,442		98,922
Operating expenses:
Direct cost of services	—		4,328		—		4,328
Cost of goods sold	—		7,748		—		7,748
Selling, general and administrative expenses	1,882		24,232		35,938		62,052
Total operating expenses	1,882		36,308		35,938		74,128
Operating income	7,657		7,633		9,504		24,794
Other income (expense):
Interest income	—		2		11		13
Dividend income	17,560		—		—		17,560
Realized and unrealized gains on investments	4,930		—		—		4,930
Loss on extinguishment of debt	—		—		(163)		(163)
Interest expense	(1,412)		(16,940)		—		(18,352)
Income (loss) from discontinued operations before income taxes	28,735		(9,305)		9,352		28,782
Provision for income taxes	(65)		—		—		(65)
Income (loss) from discontinued operations, net of income taxes	$	28,670	$	(9,305)	$	9,352	$	28,717

Interest expense for discontinued operations is based upon the amount of debt that was required to be repaid as a result of the Brands Transaction, Great American Group transaction, and GlassRatner and Farber transaction described above and

amount to $699, $8,454, and zero for the three months ended June 30, 2024, respectively, and $1,412, $16,940, and zero for the six months ended June 30, 2024, respectively.

Cash flows from discontinued operations were as follows:


	Six Months Ended June 30,
	2025		2024
Net cash from discontinued operations provided by (used in):
Operating activities	$	22,022	$	26,681
Investing activities	114,032		(1,076)
Financing activities	(144,581)		(26,240)
Effect of foreign currency on cash	502		(3,143)
Net decrease in cash and cash equivalents	$	(8,025)	$	(3,778)

Supplemental disclosures from cash flows were as follows:


	Six Months Ended June 30,
		2025		2024
Interest paid - Continuing Operations		$	55,011	$	135,826
Interest paid - Discontinued Operations		—		16,904
Interest paid - Total		$	55,011	$	152,730
Taxes paid - Continuing Operations		$	2,139	$	3,754
Taxes paid - Discontinued Operations		—		53
Taxes paid - Total		$	2,139	$	3,807