Form 8-K B. Riley Financial, Inc. For: Nov 14

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 14, 2016

 

B. RILEY FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		000-54010		27-0223495
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

21255 Burbank Boulevard, Suite 400 Woodland Hills, CA		91367
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (818) 884-3737

 

(Former name or former address, if changed since last report.)  

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On November 14, 2016, B. Riley Financial, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended September 30, 2016. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information set forth in this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Earnings Release dated November 14, 2016

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

November 14, 2016	B. RILEY FINANCIAL, INC.
	By:	/s/ Phillip J. Ahn
	Name:	Phillip J. Ahn
	Title:	Chief Financial Officer and Chief Operating Officer

  

 

 

 

Exhibit 99.1

 

 

 

B. Riley Financial Reports Financial Results for Third Quarter 2016

 

LOS ANGELES, CA – November 14, 2016 – B. Riley Financial, Inc. (NASDAQ: RILY), a diversified provider of financial and business advisory services as well as Internet access services, reported results for the third quarter ended September 30, 2016.

 

Third Quarter 2016 Highlights

·

Adjusted EBITDA totaled $20.8 million

·

Net income totaled $8.9 million or $0.47 per diluted share

·

Adjusted net income totaled $11.5 million or $0.60 per diluted share

·

Board of directors authorized a $0.08 per share regular cash dividend to be paid quarterly and a one-time special dividend of $0.17 per share

 

Third Quarter 2016 Financial Results

Total revenues for the third quarter of 2016 were up 168% to $57.0 million compared to $21.3 million in the same year-ago period. The significant increase was primarily due to higher revenues from services and fees from the company’s Auction and Liquidation segment, as well as the addition of United Online that was acquired on July 1, 2016. The results of United Online are presented in the Communications segment.

 

·

Auction and Liquidation Segment: Revenues were $23.6 million compared to $5.8 million in the same year-ago period. The increase in revenue was primarily due to a $15.6 million increase in services and fees from retail liquidation engagements, offset by a $4.2 million decrease in revenue from services and fees in the company’s wholesale and industrial auction division. Segment income increased to $13.0 million from $2.8 million in the same year-ago period.

 

·

Capital Markets Segment: Revenues were $10.1 million compared to $7.5 million in the same year-ago period. The increase in revenue was primarily due to higher investment banking fees and trading income and commissions earned. Segment income increased to $1.0 million from $34,000 in the same year-ago period.

 

·

Valuation and Appraisal Segment: Revenues were $7.7 million compared to $7.9 million in the same year-ago period. The decrease was primarily due to a net decrease in revenues related to appraisal engagements. Segment income totaled $2.0 million compared to $2.4 million in the same year-ago period.

 

·

Communications Segment: Revenues from services and fees, as well as the sale of products totaled $15.6 million, including $11.2 million in revenues from internet access and related subscription services, and $4.3 million from advertising services. Segment income totaled $3.4 million.

 

Net income for the third quarter of 2016 totaled $8.9 million or $0.47 per diluted share, compared to a net income of $1.5 million or $0.09 per diluted share in the same year-ago period.

 

 

Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, transaction and restructuring expenses, insurance settlement recoveries, and share based compensation) for the third quarter of 2016 totaled $20.8 million, compared to $3.1 million in the same year-ago period (see note regarding “Use of Non-GAAP Financial Measures,” below for further discussion of this non-GAAP term). Adjusted net income (excluding the impact of share based payments, amortization of acquired intangible assets, restructuring costs, insurance settlement recovery and transaction costs related to the United Online, Inc. acquisition, net of related tax impact thereof) totaled $11.5 million or $0.60 per share for the third quarter of 2016, compared to $2.1 million or $0.13 per share in the same year-ago period (see note regarding “Use of Non-GAAP Financial Measures,” below for further discussion of these non-GAAP terms).

 

At September 30, 2016, the company had $26.5 million of unrestricted cash and $8.7 million of net investments in securities. Total shareholder equity at quarter-end was $143.6 million.

 

Declaration of Dividend

On November 13, 2016, the company’s board of directors approved a regular quarterly dividend of $0.08 per share and a one-time special dividend of $0.17 per share, which will be paid on or about December 14, 2016 to stockholders of record on November 29, 2016.

 

Management Commentary

“As we previewed in our preliminary release, we had a very profitable third quarter, driven primarily by strong results in our retail asset disposition business, as well as a recovery in our capital markets brokerage business,” said company Chairman and CEO, Bryant Riley. “Additionally, United Online, which we acquired in July, has performed in line with our expectations and continues to provide meaningful and consistent cash flow generation.”

 

“As we have communicated, our goal is to return a portion of our adjusted EBITDA back to shareholders in the form of a dividend. While much of our business continues to be episodic in nature, we have certain segments of our business that we expect will provide us with the stability to issue a regular quarterly dividend of $0.08 per share. In addition to this regular quarterly dividend, the additional special dividend of $0.17 per share reflects our commitment to paying a variable dividend based on the performance of the parts of our business that tend to display fluctuating results but outsized returns, like our liquidation segment. Altogether, our dividend policy and capital allocation strategy demonstrates our board’s confidence in our balance sheet, future cash flows, and commitment to returning a portion of our profits to our shareholders.

 

“Looking ahead, we are seeing many opportunities within our retail asset disposition business, including our announced transactions for Masters Home Improvement in Australia and MS Mode in the Netherlands,” continued Riley. “The proceeds from our $28.75 million bond offering last month further bolsters our balance sheet so that we can proactively pursue the many attractive opportunities we are seeing.”

 

Conference Call

B. Riley Financial will host an investor conference call today (November 14, 2016) at 12 noon Eastern time (9:00 a.m. Pacific time). The company’s Chairman and CEO, Bryant Riley, President Tom Kelleher, and CFO and COO, Phillip Ahn, will host the conference call, followed by a question and answer period.

 

 

Please call the conference telephone number 10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Liolios Group at 949-574-3860.

 

Toll-Free Number: 877-407-0789

International Number: 201-689-8562

 

The conference call will be broadcast simultaneously and available for replay via the investor section of the company’s website ir.brileyfin.com.

 

A replay of the call will be available after 3:00 p.m. Eastern time on the same day through November 21, 2016.

 

Toll-Free Replay Number: 844-512-2921

International Replay Number: 412-317-6671

Replay ID: 13649526

 

About B. Riley Financial, Inc.

B. Riley Financial, Inc. (NASDAQ: RILY) is a publicly traded, diversified financial services company which takes a collaborative approach to the capital raising and financial advisory needs of public and private companies and high net worth individuals. The company also makes proprietary investments in other businesses where B. Riley Financial, Inc. is uniquely positioned to leverage its expertise and assets in order to maximize value. The Company operates through several wholly-owned subsidiaries, including B. Riley & Co., LLC (www.brileyco.com), Great American Group, LLC (www.greatamerican.com), Great American Capital Partners (www.gacapitalpartners.com) and B. Riley Capital Management, LLC (which includes B. Riley Asset Management and B. Riley Wealth Management, (www.brileywealth.com). Since the acquisition of United Online, Inc. (www.untd.com) in July 2016, B. Riley Financial, Inc. also provides internet access services under the NetZero and Juno brands. 

 

Forward-Looking Statements

This press release may contain forward-looking statements by B. Riley Financial, Inc. that are not based on historical fact, including, without limitation, statements containing the words "expects," "anticipates," "intends," "plans," “projects,” "believes," "seeks," "estimates" and similar expressions and statements. Such forward looking statements include, but are not limited to, express or implied statements regarding future financial performance, plans for future regular or special dividends, stability and level of future cash flows, the effects of our recent bond offering, the effects of our business model, the effects of the United Online acquisition and related actions, expectations regarding future transactions and the financial impact, size and consistency of returns and timing thereof, as well as statements regarding the effect of investments in our business segments. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include risks associated with large engagements in our Auction and Liquidation segment; our ability to achieve expected cost savings or other benefits with respect to the acquisition of United Online, in each case within expected time frames or at all; our ability to consummate anticipated transactions and the expected financial impact thereof, in each case within the expected timeframes or at all; our ability to successfully integrate recent acquisitions; loss of key personnel; our ability to manage growth; the potential loss of financial institution clients; the timing of completion of significant engagements; our ability to achieve stable cash flows and those risks described from time to time in B. Riley Financial, Inc.'s filings with the SEC, including, without limitation, the risks described in B. Riley Financial, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2015 under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Additional information will also be set forth in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. All information is current as of the date this press release is issued, and B. Riley Financial, Inc. undertakes no duty to update this information.

 

 

Note Regarding Use of Non-GAAP Financial Measures

Certain of the information set forth herein, including adjusted EBITDA, adjusted net income and adjusted diluted net income per share may be considered non-GAAP financial measures. B. Riley Financial believes this information is useful to investors because it provides a basis for measuring the company’s available capital resources, the operating performance of its business and its cash flow, excluding net interest expense, provisions for income taxes, depreciation, amortization, transaction and restructuring expenses, insurance settlement recoveries, and stock-based compensation that would normally be included in the most directly comparable measures calculated and presented in accordance with Generally Accepted Accounting Principles ("GAAP"). In addition, the company’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the company’s operating performance, capital resources and cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-financial measures as reported by the company may not be comparable to similarly titled amounts reported by other companies. The non-GAAP measures are described above and are reconciled to the corresponding GAAP measure in the unaudited condensed consolidated financial statements portion of this release under the headings “Adjusted EBITDA Reconciliation” and “Adjusted Net Income Reconciliation."

 

Investor Contact:

Scott Liolios or Matt Glover

Liolios Group, Inc.

949-574-3860

[email protected]

 

 

B. RILEY FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except par value)

 

		September 30,				December 31,
		2016				2015
		(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	26,474			$	30,012
Restricted cash			78,287				51
Securities owned, at fair value			9,028				25,543
Accounts receivable, net			15,112				9,472
Due from related parties			731				409
Advances against customer contracts			5,020				5,013
Goods held for sale or auction			9,145				37
Prepaid expenses and other current assets			4,543				2,415
Total current assets			148,340				72,952
Property and equipment, net			5,765				592
Goodwill			52,634				34,528
Other intangible assets, net			40,913				4,768
Deferred income taxes			11,509				18,992
Other assets			2,193				588
Total assets		$	261,354			$	132,420
Liabilities and Equity
Current liabilities:
Accounts payable		$	4,188			$	1,123
Accrued payroll and related expenses			9,404				7,178
Accrued value added tax			900				1,785
Accrued expenses and other liabilities			18,279				5,806
Auction and liquidation proceeds payable			—				672
Deferred revenue			3,863				—
Due to related parties			—				166
Securities sold not yet purchased			370				713
Acquisition consideration payable			10,381				—
Participating note payable			60,822				—
Mandatorily redeemable noncontrolling interests			2,764				2,994
Revolving credit facilities			—				272
Contingent consideration- current portion			1,219				1,241
Total current liabilities			112,190				21,950
Other liabilities			5,570				—
Contingent consideration, net of current portion			—				1,150
Total liabilities			117,760				23,100
Commitments and contingencies
B. Riley Financial, Inc. stockholders' equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued			—				—
Common stock, $0.0001 par value; 40,000,000 shares authorized; 19,043,072 and 16,448,119 issued and outstanding as of September 30, 2016 and December 31, 2015, respectively			2				2
Additional paid-in capital			141,389				116,799
Retained earnings (deficit)			2,210				(6,305	)
Accumulated other comprehensive loss			(1,098	)			(1,058	)
Total B. Riley Financial, Inc. stockholders' equity			142,503				109,438
Noncontrolling interests			1,091				(118	)
Total equity			143,594				109,320
Total liabilities and equity		$	261,354			$	132,420

  

  

B. RILEY FINANCIAL, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

(Dollars in thousands, except share data)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2016				2015				2016				2015
Revenues:
Services and fees		$	50,300			$	21,150			$	90,505			$	82,176
Sale of goods and products			6,666				122				6,668				10,588
Total revenues			56,966				21,272				97,173				92,764
Operating expenses:
Direct cost of services			12,841				5,213				25,084				20,530
Cost of goods sold			2,391				—				2,393				3,071
Selling, general and administrative expenses			22,727				12,782				48,844				45,755
Restructuring costs			3,585				—				3,585				—
Total operating expenses			41,544				17,995				79,906				69,356
Operating income			15,422				3,277				17,267				23,408
Other income (expense):
Interest income			26				5				32				10
Interest expense			(991	)			(64	)			(1,398	)			(735	)
Income before income taxes			14,457				3,218				15,901				22,683
Provision for income taxes			(6,083	)			(600	)			(6,184	)			(8,060	)
Net income			8,374				2,618				9,717				14,623
Net (loss) income attributable to noncontrolling interests			(565	)			1,155				631				1,814
Net income attributable to B. Riley Financial, Inc.		$	8,939			$	1,463			$	9,086			$	12,809
Basic income per share		$	0.47			$	0.09			$	0.51			$	0.79
Diluted income per share		$	0.47			$	0.09			$	0.50			$	0.79
Weighted average basic shares outstanding			18,977,072				16,243,425				17,805,127				16,199,931
Weighted average diluted shares outstanding			19,191,035				16,344,649				18,009,158				16,272,953

  

  

B. RILEY FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

 

		Nine Months Ended September 30,
		2016				2015
Cash flows from operating activities:
Net income		$	9,717			$	14,623
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			2,381				634
Provision for (recoveries of) doubtful accounts			(178	)			366
Loss on disposal of fixed assets			–				7
Share based compensation			1,831				1,192
Effect of foreign currency on operations			640				(363	)
Non-cash interest			147				118
Deferred income taxes			1,839				5,451
Income allocated to mandatorily redeemable noncontrolling interests and redeemable noncontrolling interests			1,450				1,796
Change in operating assets and liabilities:
Accounts receivable and advances against customer contracts			(1,871	)			13,177
Securities owned			16,515				407
Goods held for sale or auction			(8,447	)			52
Prepaid expenses and other assets			1,410				9
Accounts payable and accrued expenses			3,175				5,371
Due from (due to) related parties			(488	)			(3,916	)
Securities sold, not yet purchased			(343	)			5,735
Auction and liquidation proceeds payable			(672	)			(665	)
Deferred revenues			963				–
Other liabilities			(143	)			–
Net cash provided by operating activities			27,926				43,994
Cash flows from investing activities:
Acquisition of MK Capital, net of cash acquired $45			–				(2,451	)
Acquisition of United Online, net of cash acquired $125,542			(33,430	)			–
Purchases of property and equipment			(297	)			(196	)
Proceeds from sale of property and equipment			15				4
(Increase) decrease in restricted cash			(78,161	)			7,533
Net cash (used in) provided by investing activities			(111,873	)			4,890
Cash flows from financing activities:
Repayment of asset based credit facility			(56,255	)			(18,506	)
Proceeds from borrowings under asset based credit facility			56,255
Proceeds from (repayment of) revolving line of credit			(272	)			14
Proceeds from note payable - related party			–				4,500
Repayment of note payable - related party			–				(4,500	)
Borrowings from participating note payable			61,400				–
Payment of contingent consideration			(1,250	)			–
Proceeds from issuance of common stock			22,999				–
Offerring costs from issuance of common stock			(240	)			–
Dividends paid			(571	)			(4,241	)
Payment of employment taxes on vesting of restricted stock			–				(24	)
Distribution to noncontrolling interests			(1,680	)			(1,797	)
Net cash provided by (used in) financing activities			80,386				(24,554	)
(Decrease) increase in cash and cash equivalents			(3,561	)			24,330
Effect of foreign currency on cash			23				(8	)
Net (decrease) increase in cash and cash equivalents			(3,538	)			24,322
Cash and cash equivalents, beginning of period			30,012				21,600
Cash and cash equivalents, end of period		$	26,474			$	45,922
Supplemental disclosures:
Interest paid		$	505			$	303
Taxes paid		$	409			$	976

 

 

B. RILEY FINANCIAL, INC. AND SUBSIDIARIES

Condensed Segment Financial Information

(Unaudited)

(Dollars in thousands)

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2016				2015				2016				2015
Capital markets reportable segment:
Revenues - Services and fees			10,063			$	7,478			$	22,799			$	30,343
Selling, general, and administrative expenses			(8,692	)			(7,310	)			(22,535	)			(23,234	)
Depreciation and amortization			(362	)			(134	)			(406	)			(384	)
Segment income (loss)			1,009				34				(142	)			6,725
Auction and Liquidation reportable segment:
Revenues - Services and fees			17,058				5,727				29,358				28,861
Revenues - Sale of goods			6,503				122				6,505				10,588
Total revenues			23,561				5,849				35,863				39,449
Direct cost of services			(4,365	)			(1,722	)			(9,870	)			(10,642	)
Cost of goods sold			(2,223	)			-				(2,225	)			(3,071	)
Selling, general, and administrative expenses			(3,957	)			(1,260	)			(6,759	)			(7,725	)
Depreciation and amortization			(25	)			(45	)			(103	)			(147	)
Segment income			12,991				2,822				16,906				17,864
Valuation and Appraisal reportable segment:
Revenues - Services and fees			7,696				7,945				22,865				22,972
Direct cost of services			(3,549	)			(3,491	)			(10,287	)			(9,888	)
Selling, general, and administrative expenses			(2,136	)			(2,000	)			(6,379	)			(6,434	)
Depreciation and amortization			(19	)			(35	)			(72	)			(104	)
Segment income			1,992				2,419				6,127				6,546
Communications reportable segment:
Revenues - Services and fees			15,483				-				15,483				-
Revenues - Sale of products			163				-				163				-
Total revenues			15,646				-				15,646				-
Direct cost of services			(4,927	)			-				(4,927	)			-
Cost of goods sold			(168	)			-				(168	)			-
Selling, general, and administrative expenses			(2,128	)			-				(2,128	)			-
Depreciation and amortization			(1,813	)			-				(1,813	)			-
Restructuring costs			(3,187	)			-				(3,187	)			-
Segment income			3,423				-				3,423				-
Consolidated operating income from reportable segments			19,415				5,275				26,314				31,135
Corporate and other expenses (including restructuring costs of $398 during the three and nine months ended September 30, 2016)			(3,993	)			(1,998	)			(9,047	)			(7,727	)
Interest income			26				5				32				10
Interest expense			(991	)			(64	)			(1,398	)			(735	)
Income before income taxes			14,457				3,218				15,901				22,683
Provision for income taxes			(6,083	)			(600	)			(6,184	)			(8,060	)
Net income			8,374				2,618				9,717				14,623
Net (loss) income attributable to noncontrolling interests			(565	)			1,155				631				1,814
Net income attributable to B. Riley Financial, Inc.		$	8,939			$	1,463			$	9,086			$	12,809

  

  

B. RILEY FINANCIAL, INC. AND SUBSIDIARIES

ADJUSTED EBITDA RECONCILIATION

(Unaudited)

(Dollars in thousands)

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2016				2015				2016				2015
Adjusted EBITDA reconciliation:
Net income (loss) as reported		$	8,939			$	1,463			$	9,086			$	12,809
Adjustments:
Provision (benefit) for income taxes			6,083				600				6,184				8,060
Interest expense			991				64				1,398				735
Interest income			(26	)			(5	)			(32	)			(10	)
Depreciation and amortization			1,982				214				2,381				635
Share based payments			834				727				1,831				1,193
Transaction costs related to United Online, Inc. acquisition			35				—				957				—
Restructuring Costs			3,585				—				3,585				—
Insurance Settlement Recovery			(1,618	)			—				(1,618	)			—
Total EBITDA adjustments			11,866				1,600				14,686				10,613
Adjusted EBITDA		$	20,805			$	3,063			$	23,772			$	23,422

 

B. RILEY FINANCIAL, INC. AND SUBSIDIARIES

ADJUSTED NET INCOME RECONCILIATION

(Unaudited)

(Dollars in thousands, except share data)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2016				2015				2016				2015
Net income attributable to B. Riley Financial, Inc.		$	8,939			$	1,463			$	9,086			$	12,809
Adjustments
Share based payments			834				727				1,831				1,193
Amortization of acquired intangible assets			1,465				111				1,688				319
Restructuring costs			3,585				—				3,585				—
Insurance settlement recovery			(1,618	)			—				(1,618	)			—
Transaction costs related to United Online, Inc. acquisition			35				—				957				—
			13,240				2,301				15,529				14,321
Income tax effect of adjusting entries			(1,742	)			(244	)			(2,609	)			(584	)
Adjusted net income attributable to B. Riley Financial, Inc.			11,498				2,057				12,920				13,737
Adjusted income per common share:
Adjusted basic income per share		$	0.61			$	0.13			$	0.73			$	0.85
Adjusted diluted income per share		$	0.60			$	0.13			$	0.72			$	0.84
Shares used to calculate adjusted basic net income per share			18,977,072				16,243,425				17,805,127				16,199,931
Shares used to calculate adjusted diluted net income per share			19,191,035				16,344,649				18,009,158				16,272,953

  

 

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