8-K Material Event Wed Nov 08 2023 (2024)

Exhibit 99.1

B.Riley Financial Reports Third Quarter 2023 Results;
Declares Quarterly Dividend of $1.00 per share

Boardauthorizes $50 million annual share repurchase plan

LOSANGELES, November 8, 2023 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley” or the “Company”),a diversified financial services platform, today released results for the three-month and nine-month period ending September 30, 2023.

FinancialHighlights for Three and Nine Months Ended September 30, 2023

BryantRiley, Chairman and Co-Chief Executive Officer of B. Riley Financial, commented: “During the third quarter, we generated meaningfuloperating adjusted EBITDA consistent with our platform objectives to drive better results from a broader client set. Despite lower investmentmarks that reflect a difficult small cap market environment, we are as encouraged by the middle market setup as we have been in years and expect to takeadvantage of recent market dislocations.”

“Wecontinue to focus on maintaining an efficient capital structure that funds continued platform growth. To this end, during the quarter,we raised approximately $115 million of equity proceeds in a July common stock offering, expanded our Nomura credit facility by approximately$240 million, and reduced other outstanding debt by over $100 million. Collectively, these initiatives resulted in a meaningful improvementin our quarter-end balance sheet, and leave us with over $2 billion in cash and investments. Webelieve our nimble balance sheet has us well positioned to take advantages of the opportunities we see ahead going into 2024, and wecould not be more enthusiastic.”

TomKelleher, Co-Chief Executive Officer of B. Riley Financial, added: “Highlights for the quarter included strong performancefrom retail liquidation and another record revenue period for Advisory Services as our countercyclical restructuring businesses continueto be the beneficiary of challenged market dynamics. During the quarter, we saw a meaningful increase in B. Riley Securities investmentbanking revenue, up over 100% from Q2 driven by significantly higher underwritten offerings, in addition to improved performance in wealthmanagement as a result of our strategic realignment of this business. While Targus has faced challenges in 2023, we believe the brandwill be competitively positioned as the PC market recovers. Our platform’s diversification continues to prove its resiliency amida challenging backdrop throughout 2023. As we look ahead, we remained focused on executing on our strategy and continuing to invest inour platform to strengthen our market share and build out our execution capabilities with best-in-class talent.”

FinancialSummary

Totalrevenues increased 48% to $462.3 million during the three months ended September 30, 2023 from $312.1 million during the three monthsended September 30, 2022, primarily driven by retail liquidation and consumer in addition to increased revenues from financial consulting,communications, and wealth management.

Revenuesincreased 86% to $1.30 billion for the first nine months of 2023 compared to $698.6 million in the prior nine-month period in 2022 primarilydriven by Capital Markets, liquidation, and the additions of Targus, Lingo and BullsEye Telecom to the platform in 2022.

Netloss of $75.8 million for the three months ended September 30, 2023 was primarily attributable to unrealized investment losses whichreflect changes in mark-to-market values on held equity investments, in addition to a non-cash goodwill and tradename impairment chargeof $35.5 million related to Targus. Net loss for the first nine months of 2023 was $16.3 million.

Certainof the information set forth herein, including Adjusted EBITDA⁽¹⁾, Operating Revenues⁽²⁾, and Operating AdjustedEBITDA⁽³⁾, may be considered non-GAAP financial measures. Information about B. Riley Financial’s use of non-GAAP financialmeasures is provided below under “Use of Non-GAAP Financial Measures.”

Operatingrevenues⁽²⁾ increased to $472.9 million for the third quarter and increased to $1.22 billion for the first nine months of2023, up from $319.0 million and $842.5 million in the respective prior year periods in 2022, representing the highest in the firm’shistory, both on a quarterly and year-to-date basis.

Operatingadjusted EBITDA⁽³⁾ increased to $107.5 million for the third quarter and $267.8 million for the first nine months of 2023,up from $106.2 million in the prior year quarter and $264.7 million in the first nine months of 2022. Operating adjusted EBITDA for thethird quarter ranked third highest in the firm’s history and ranked second highest for the first nine months.

Investmentgains (loss)⁽⁴⁾ in the third quarter of 2023 was a loss of $10.6 million recognized as trading losses and fair value adjustmentson loans in revenues. In addition, $75.4 million of realized and unrealized losses on investments was recognized as Other Income.

Dividendincome increased to $12.9 million for the three months of 2023 and $35.6 million for the first nine months of 2023, up from $9.2 millionin the third quarter of 2022 and $26.3 million for the first nine months of 2022.

SegmentFinancial Summary

Threemonths ended September 30, 2023:

Ninemonths ended September 30, 2023:

CommonDividend

B.Riley’s Board of Directors declared a regular quarterly dividend of $1.00 per share which will be paid on or about November 30,2023 to stockholders of record as of November 20, 2023.

ShareRepurchase Authorization

B.Riley’s Board of Directors has approved an annual share repurchase plan authorizing the repurchase of up to $50 million of its commonshares.

BalanceSheet Summary

AtSeptember 30, 2023, cash and investments⁽⁶⁾ totaled $2.05 billion including cash and cash equivalents of $252.3 million; $1.2billion in net securities and other investments owned, at fair value; and $549.1 million of loans receivable.

Totaldebt, net of cash and investments,⁽⁶⁾ was $311.2 million at quarter-end. Total debt of $2.36 billion as of September 30, 2023included $1.67 billion of senior notes due at various dates ranging from May 31, 2024 to August 31, 2028 with interest rates rangingfrom 5.00% to 6.75%; $618.3 million in term loan; $57.2 million of revolving credit facilities; and $21.3 million of notes payable.

EarningsCall Details

B.Riley Financial has pulled forward its third quarter 2023 earnings call to today, Wednesday November 8, 2023, beginning at 8:30 AM ET(5:30 AM PT). Investors may access the live audio webcast and archived recording at https://ir.brileyfin.com/events-and-presentations.A web recording will be made available for replay until November 23, 2023.

AboutB. Riley Financial

B.Riley Financial is a diversified financial services platform that delivers tailored solutions to meet the strategic, operational, andcapital needs of its clients and partners. B. Riley leverages cross-platform expertise to provide clients with full service, collaborativesolutions at every stage of the business life cycle. Through its affiliated subsidiaries, B. Riley provides end-to-end financial servicesacross investment banking, institutional brokerage, private wealth and investment management, financial consulting, corporate restructuring,operations management, risk and compliance, due diligence, forensic accounting, litigation support, appraisal and valuation, auction,and liquidation services. B. Riley opportunistically invests to benefit its shareholders, and certain affiliates originate and underwritesenior secured loans for asset-rich companies. B. Riley refers to B. Riley Financial, Inc. and/or one or more of its subsidiaries oraffiliates. For more information, please visit www.brileyfin.com.

Footnotes(See “Note Regarding Use of Non-GAAP Financial Measures” for further discussion of these non-GAAP terms. For a reconciliationof Adjusted EBITDA, Operating Revenue, Operating Adjusted EBITDA, and Investment Adjusted EBITDA to the comparable GAAP financial measures,please see the Appendix hereto.)

NoteRegarding Use of Non-GAAP Financial Measures

Certainof the information set forth herein, including operating revenues, adjusted EBITDA, operating adjusted EBITDA, and investment adjustedEBITDA, may be considered non-GAAP financial measures. B. Riley Financial believes this information is useful to investors because itprovides a basis for measuring the Company’s available capital resources, the operating performance of its business and its revenuesand cash flow, (i) excluding in the case of operating revenues, trading income (losses) and fair value adjustments on loans, (ii) excludingin the case of adjusted EBITDA, net interest expense, provisions for or benefit from income taxes, depreciation, amortization, fair valueadjustment, restructuring charge, gain on extinguishment of loans, impairment of trade names, stock-based compensation and transactionand other expenses, (iii) excluding in the case of operating adjusted EBITDA, the aforementioned adjustments for adjusted EBITDA as wellas trading income (losses) and fair value adjustments on loans, and other investment related expenses, (iv) including in the case ofinvestment adjusted EBITDA, trading income (losses) and fair value adjustments on loans, net of other investment related expenses, and(v) including in the case of total cash and investments, cash and cash equivalents, restricted cash, due from clearing brokers net ofdue to clearing brokers, securities and other investments owned, at fair value net of (a) securities sold not yet purchased and (b) noncontrollinginterest related to investments, advances against customer contracts, loans receivable, at fair value net of loan participations sold,and other investments reported in prepaid and other assets, that would normally be included in the most directly comparable measurescalculated and presented in accordance with Generally Accepted Accounting Principles (“GAAP”). In addition, the Company’smanagement uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company’soperating performance, management compensation, capital resources, and cash flow. Non-GAAP financial measures should not be consideredin isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-financial measures as reportedby the Company may not be comparable to similarly titled amounts reported by other companies.

Forward-LookingStatements

Statementsin this press release that are not descriptions of historical facts are forward-looking statements that are based on management’s currentexpectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptionsprove incorrect, our business, operating results, financial condition, and stock price could be materially negatively affected. You shouldnot place undue reliance on such forward-looking statements, which are based on the information currently available to us and speak onlyas of the date of this press release. Such forward-looking statements include, but are not limited to, statements regarding our excitementand the expected growth of our business segments. Factors that could cause such actual results to differ materially from those contemplatedor implied by such forward-looking statements include, without limitation, the risks described from time to time in B. Riley Financial,Inc.’s periodic filings with the SEC, including, without limitation, the risks described in B. Riley Financial, Inc.’s 2022 AnnualReport on Form 10-K under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” (as applicable). Additional information will be set forth in our Quarterly Report on Form 10-Q for thequarter ended September 30, 2023. These factors should be considered carefully, and readers are cautioned not to place undue relianceon such forward-looking statements. All information is current as of the date this press release is issued, and B. Riley Financial undertakesno duty to update this information.

B.RILEY FINANCIAL, INC.

CondensedConsolidated Balance Sheets

(Dollarsin thousands, except par value)

B.RILEY FINANCIAL, INC.

CondensedConsolidated Statements of Operations

(Unaudited)

(Dollarsin thousands, except share data)

Note:Certain results for the three and nine-month periods ended September 30, 2022 reflect amounts as restated in our 2022 Annual Reporton Form 10-K for the year ended December 31, 2022.

B.RILEY FINANCIAL, INC.

AdjustedEBITDA and Operating Adjusted EBITDA Reconciliation

(Unaudited)

(Dollarsin thousands)

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