B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance...

33
1 Investor Overview March 2020

Transcript of B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance...

Page 1: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

1

Investor Overview

March 2020

Page 2: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

2

This presentation contains statements that are forward‐looking statements within the meaning of Section 27A of the Securities Act of 1933, as

amended, and Section 21E of the Securities Exchange Act of 1934, as amended that are based on management’s current expectations and

assumptions and are subject to risks and uncertainties. These forward looking statements can often be identified by their use of words such as

“anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “forecast,” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,”

“projects,” “should,” “target,” “will,” “would” or the negative of these terms or other comparable terminology. Such forward looking statements include,

but are not limited to, expressed or implied statements regarding future financial performance and future dividends, the effects of our business model,

the effects of our balance sheet on our ability to pursue business opportunities, statements regarding the terms and conditions and timing of the senior

notes offering and the intended use of proceeds, the effects and anticipated benefits of our acquisitions and related actions, the strength of our

business segments, assessments of future opportunities and performance, expectations regarding future transactions, and the financial impact, size

and consistency of returns and timing thereof, expectations regarding market dynamics, 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.

Factors that could cause actual results to differ from those contained in the forward-looking statements include but are not limited to risks related to:

volatility in our revenues and results of operations; changing conditions in the financial markets; our ability to generate sufficient revenues to achieve

and maintain profitability; the short term nature of our engagements; the accuracy of our estimates and valuations of inventory or assets in “guarantee”

based engagements; competition in the asset management business; potential losses related to our auction or liquidation engagements; our

dependence on communications, information and other systems and third parties; potential losses related to purchase transactions in our auctions and

liquidations business; the potential loss of financial institution clients; potential losses from or illiquidity of our proprietary investments; changing

economic and market conditions; potential liability and harm to our reputation if we were to provide an inaccurate appraisal or valuation; failure to

successfully compete in any of our segments; loss of key personnel; our ability to borrow under our credit facilities or raise additional funds through

offerings as necessary; failure to comply with the terms of our credit agreements; our ability to meet future capital requirements; and the diversion of

management time on acquisition-related issues. Other factors that could adversely affect our operating results and cash flows include (without

limitation) those 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 Annual Report on Form 10-K for the year ended December 31, 2018 under the captions "Risk Factors" and

"Management's Discussion and Analysis of Financial Condition and Results of Operations“ and our Annual Report on Form 10-K for the year ended

December 31, 2019. 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 presentation is issued, and B. Riley Financial, Inc. undertakes no duty to update this

information.

Safe Harbor Statement

Page 3: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

3

B. Riley Financial at a Glance

Page 4: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

4

B. Riley Financial at a Glance (NASDAQ:RILY)

Bryant Riley

Chairman &

Co-CEO

● Founded in 1997 and headquartered in Los Angeles, CA

● Approx. 1,000 employees in major markets across the U.S.

● Operates through several subsidiaries which offer collaborative

financial services tailored to fit the capital raising and business

advisory needs of public and private companies, investors and

high-net-worth individuals

● Long-standing executive management and leadership team

Tom Kelleher

Co-CEO

Alan Forman

EVP

General Counsel

Phil Ahn

CFO & COO

Kenny Young

President

Company overview

Key executives

* International operations in Germany, Australia and India

Locations *

Dan Shribman

Chief Investment

Officer

Page 5: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

5

Investment Metrics

1. As of December 31, 2019.

2. Includes approximately $451.6M in securities and other investments owned net of $41.8M in securities sold not yet purchased.

3. Includes approximately $0.5M in restricted cash, $23.8M in due from clearing brokers, $27.3M in advances against customer contracts, and $53.2M in other equity investments reported in prepaid expenses and other assets.

4. Excludes (i) operating lease liabilities, (ii) incremental sales of senior notes under our at-the-market sales program after 12/31/19, and (iii) $132.3M senior notes offering in February 2020.

5. Total cash and investments, net of debt is defined as total cash, net securities, and other minus total debt.

6. Revenue and Adjusted EBITDA based on 12/31/19 LTM results.

7. For a definition of Adjusted EBITDA and a reconciliation to GAAP financial measures, please see the Appendix.

8. Enterprise value is defined as market capitalization, less cash and cash equivalents, restricted cash, amounts due from clearing brokers, advances against customer contracts, the net amount of loans receivable and loan participations sold, the net

amount of securities and other investments owned and securities sold not yet purchased, and other equity investments reported in prepaid expenses and other assets, plus notes payable, term loan and senior notes payable.

9. Source: NASDAQ as of 2/28/20.

10. Calculated based on total quarterly dividends paid to common shareholders in 2019 divided by share price as of 3/2/20.

Trading Data

Stock Price, at 3/2/20 $24.48

52 Week High/Low $30.17/$16.10

Shares Outstanding (1) 27.0M

Public Float, est. (1) 75.7%

Inst. Holdings (9) 47.6%

Insider Holdings (1) 24.3%

Dividend Yield – YTD (10) $1.49 (6.1%)

Balance Sheet Summary (1)

Cash & Cash

Equivalents$104.3M

Marketable Securities,

net (2) $409.7M

Loans Receivable, net of

Loan Participations Sold$213.4M

Other investment assets (3) $104.8M

Total Cash, Net

Securities, and Other (2)(3) $832.2M

Term Loan $66.7M

Senior Notes and other

Notes Payable $726.3M

Total Debt (4) $792.9M

Valuation Measures

Market Cap $660.3M

Enterprise Value (8) $621.1M

EV/Revenue (6)(8) 1.0x

EV/Adj. EBITDA (6)(7)(8) 3.0x

Financial Highlights (6)

Revenues $652.1M

Adj. EBITDA (7) $207.9M

Total Cash and

Investments, Net of Debt (5) $39.2M

Strong balance sheet with attractive dividend yield

Page 6: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

6

Financial Summary

Historical Stock Performance (3)

1. Excludes results from FBR & Co. prior to 6/1/17, Wunderlich Investment Company, Inc. prior to 7/3/17, GlassRatner Advisory & Capital Group LLC prior to 8/1/18, and magicJack VocalTec Ltd. prior to 11/14/18.

2. For a definition of Adjusted EBITDA and a reconciliation to GAAP financial measures, please see the Appendix.

3. Source: Capital IQ for period from 1/04/19 to 1/31/20.

-20.00%

0.00%

20.00%

40.00%

60.00%

80.00%

100.00%

120.00%

Jan-19 Apr-19 Jul-19 Oct-19 Jan-20

RILY S&P 500 Russell 2000

29%

78%

19%

Revenues (1)

$190.4M

$322.2M

$423.0M

$652.1M

FY 2016 FY 2017 FY 2018 FY 2019

Adjusted EBITDA (1) (2)

$48.9M$69.8M

$89.6M

$207.9M

FY 2016 FY 2017 FY 2018 FY 2019

Page 7: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

7

Common Stock Dividends

Historical Dividends Paid (per share) (1) Cumulative Dividend Payout (per share) (1)

$0.63

$1.30

$2.04

$3.53

$3.88

2016 2017 2018 2019 Mar 2020YTD

Dividends Paid Dividend to be paid 3/31/20

$0.28

$0.67$0.74

$1.49

$0.35

2016 2017 2018 2019 Mar 2020YTD

Regular Dividend Special Dividend

Dividend to be paid 3/31/20

1. There can be no assurance that we will continue to generate sufficient cash to pay dividends or that we will pay dividends in future periods. Further, the issuance of preferred stock may reduce or eliminate our ability to make common stock dividends.

● Regular quarterly dividend of $0.25 per common share, supplemented with special dividend as approved by the Board

● Declared total quarterly dividend of $0.35 for Q4 2019 ($0.25 regular; $0.10 special)

Strong track record of returning capital to stockholders

Page 8: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

8

Shareholder Alignment

Insider24%

1. As of December 31, 2019.

2. As of February 29, 2020.

450K+

2.7M+

Management and Board Company Buybacks

Insider Holdings (1) Shares Repurchased since 2018 (2)

Insider Ownership

● 24% of shares held by Management and Directors

● 450K+ shares purchased by Management and Board

in open market since January 2018

Share Repurchases

● 2.7M+ shares and warrants repurchased since Q1 2018

● 2.1M+ shares repurchased

● 638K+ warrants repurchased

Insider ownership Shares repurchases

Executives and board maintain significant ownership, strong shareholder alignment

Page 9: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

9

Origin and Historical Timeline

With over 20 years of continued growth, B. Riley has developed a unique platform that offers

diverse revenue streams and a full suite of end-to-end services and solutions for clients and partners

Page 10: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

10

Trusted Advisors

We offer a wide range of end-to-end business advisory and financial

services solutions tailored to fit the needs of our clients through

our diverse mix of complementary businesses

Strategic Partners

We partner with clients in providing senior-led services and financing

to support the execution of mission-critical strategic growth

objectives at any stage in the company life cycle

Value Investors

We leverage the deep investment, operational and industry expertise

of our affiliated companies to source attractive opportunities

that are proprietary to B. Riley

Who We Are

Page 11: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

11

Our Structure and Diverse Business Mix

11

Banking & Capital Markets

• Full service investment bank

• Capital markets, M&A, restructuring

• Equity research (400+ companies covered)

• Institutional sales & trading (1,000+ clients)

Liquidation and Asset Appraisal

• Retail, wholesale, industrial auction

and liquidation services

• Equipment, inventory, real estate ABL

appraisal and valuation

• 1,000+ company appraisals per year

Specialty Financial Consulting

• Bankruptcy, financial, operational

restructuring advisory

• Forensic accounting, litigation support

• Valuation disputes

• Due diligence and QOE analysis

Capital Management

• Fund management

• Alternative investments

• Specialty middle market lending

Wealth Management

• Private wealth services

• 160+ financial advisors

• $10B+ in client AUM

Principal Investments

• Proprietary investments

• Control and minority

investments

Provides complementary mix

of steady cash flow and

episodic, higher margin

businesses

Page 12: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

12

Our diverse platform provides proprietary investment and business opportunities

● We create end-to-end solutions for clients and partners through a mix of complementary businesses

● Co-investing alongside our clients and partners creates opportunity to generate returns for our investors

Our Platform and Approach

● We actively invest in opportunities which:

o Create opportunities for service fee revenue

o Generate yield and drive incremental returns

o Offer growth, FCF and recurring revenue

Proprietary cross-platform opportunities

● Our diverse business mix provides us with:

o In-house partnership opportunities

o Competitive cross-selling advantage

o Ability to develop differentiated solutions for our clients

Business opportunities

Illustrative examples

Led restructuring and co-acquired rights to certain assets to facilitate pay-down of ABL and DIP

credit facilities. Conducted store closing and real estate asset liquidation.

Led restructuring and transformation into online-only retailer. Leveraging NOL for attractive

investment yields. Assisting in acquiring licenses and paying dividends. Own approx. 30%

Arranged $150M in secured financing and provided necessary liquidity needed to continue its

operational transformation.

Page 13: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

13

Opportunistic investments and acquisitions are accretive and drive shareholder value

● Leverages core operational and investment expertise and industry knowledge

● Focused on delivering financial improvements to maximize free cash flow

● Self-sourced proprietary opportunities created from the B. Riley platform

Our Platform and Approach (cont)

● Established brand investment platform in Oct. 2019

● Acquired majority ownership of six major brands

● Significant investment in acquisition of Hurley from Nike

Brands offer recurring licensing revenue and cash flow

Brand portfolio (new)

● Raised approximately $144M in Apr. 2019 IPO

● Combined with Alta Equipment (NYSE:ALTG) in Feb. 2020

● Created publicly-traded equipment dealership platform

valued at approx. $540M

B. Riley sponsored SPAC

Illustrative examples

Acquisitions

Majority Ownership

Minority Ownership

Page 14: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

14

Recent News and Developments

Diversification Working for B. Riley Financial San Fernando Valley Business Journal, Published Feb. 17, 2020

B. Riley Financial is firing on all cylinders as it pushes subsidiaries to create wealth for shareholders. “Being able to pool

from all of these resources, while utilizing our balance sheet, has created more opportunities and better returns than we

could have expected. While we are excited by these opportunities, and are aggressively pursuing them, none of this would

be possible without the continued momentum, leadership and buy-in from our various operating entities,” said Bryant Riley.

BRPM and Alta Complete Combination

News Release, Published February 14, 2020

BRPM, a special purpose acquisition company

sponsored by an affiliate of B. Riley Financial, and Alta

announced the completion of their previously

announced business combination, forming a leading

publicly traded equipment dealership platform valued at

approximately $540 million.

B. Riley Adds Retail Brands

LA Business Journal, Published November 1, 2019

Bryant Riley says his firm’s experience with brick-and-

mortar closures has left it well-equipped to make the right

bets on retail. “The best investments are investments that

you understand,” said Riley. He says investing in

businesses with strong brand identities would allow his firm

to benefit from the rise of ecommerce.

B. Riley Forms New Real Estate Vertical

News Release, Published February 4, 2020

B. Riley Real Estate specializes in maximizing value for

distressed real estate. This new vertical complements the

end-to-end capabilities offered by its investment banking,

corporate valuation and consulting affiliates and aligns

with its work in the retail sector.

B. Riley Affiliates Support Franchise

Group's Acquisition of American Freight

News Release, Published February 24, 2020

"Our role in the successful closing of Franchise Group's

acquisition of American Freight demonstrates the power of

our collective platform and our ability to provide a diverse

set of end-to-end capabilities to support our partners," said

Bryant Riley.

Page 15: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

15

Segment Overview

Page 16: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

16

Segment Overview

($25.5M)$10.2M

$35.8M

$179.3M

Auction & Liquidation

Valuation & Appraisal

Principal Investments and Brands

Capital Markets

FY 2019 Highlights

● Strong performance from episodic Capital Markets

● Steady contributions from Consulting, Appraisal, Wealth

● Stable FCF generated by Principal Investments

Opportunities and Outlook

● Robust cross-platform opportunities for RILY

● Active retail liquidation environment

● Brand holdings offer recurring revenue and FCF

Segment Revenue Mix (1) Segment Income Mix (1)

1. Based on FY 2019 results.

Offers revenue diversification and downside protection through mix of

steady, recurring revenue sources and opportunities to generate outsized returns

FY 2019 Highlights Opportunities and Outlook

$22.5M$38.8M

$104.9M

$485.9MAuction & Liquidation

Valuation & Appraisal

Principal Investments and Brands

Capital Markets

Page 17: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

17

Capital Markets Segment Businesses

Record revenues and continued profitability in 2019 driven by episodic investment banking

and steady consulting, asset and wealth management businesses

Investment Banking

● Banking, capital markets

● Sales and trading

● Equity research

Wealth Management

● Private wealth services

● Investment management

● Retirement planning

Capital Management

● Asset management

● Fund management

● Direct lending

Financial Consulting

● Bankruptcy advisory

● Litigation support

● Forensic accounting

1. Acquired FBR & Co. June 2017 and renamed merged broker-dealers to B. Riley FBR in November 2017; Acquired Wunderlich Investment Company in July 2017 and renamed B. Riley Wealth Management in June 2018; Acquired

GlassRatner Advisory & Capital Group LLC in August 2018.

2. Excludes pre-acquisition results for FBR & Co., Wunderlich Investment Company and GlassRatner Advisory & Capital Group LLC.

Investment Banking Wealth Management Capital Management Financial Consulting

Segment Revenue (1) (2)

$39.3M

$189.7M

$275.1M

$485.9M

FY 2016 FY 2017 FY 2018 FY 2019

Segment Income (1) (2)

$6.1M $15.9M $10.2M

$179.3M

FY 2016 FY 2017 FY 2018 FY 2019

Page 18: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

18

Recent transactions

Capital Markets (cont)

● Proven expertise in lead-left small cap common equity offerings; established franchise in SPAC transactions

● Deep sector and stock specific knowledge, consistently recognized for stock-picking selection

● Long-term institutional relationships across the U.S. and internationally

● Sources, structures, prices and allocates own transactions

• 80+ sales and trading professionals

• 1,000+ institutional client relationships

• Market-maker in approx. 1,000

securities

• 45+ research professionals

• Covers 400+ companies

• Median market cap of ~$670M

• #2 most small-caps under coverage

Leading small- and mid-cap focused investment bank and institutional brokerage

• 80+ investment banking professionals

• Capital markets, M&A, restructuring

• Dominates pre-public private

placements (144A)

Banking & Capital Markets (1) Sales & Trading (1) Equity Research (1)

October 2019

$20,000,000

Sole Placement Agent

SPAC IPO De-SPACM&A PIPE

November 2019

Capital Markets Advisor

November 2019

$149,500,000

Sole Bookrunner

December 2019

Buy-Side Advisor

Fishing & Remedial,

DRILCO, and Thomas Tools

from Schlumberger

completed business

combination with

acquired 3 businesses

1. Employee data as of December 31, 2019, institutional client and market-maker data as of January 24, 2020, and covered companies as of February 6, 2020.

Page 19: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

19

Capital Markets (cont)

Provides steady, recurring revenue; $10B+ in assets

● Offers comprehensive financial management and investment services

to individuals, families, corporations and non-profits

● Provides enhanced distribution through network of HNW, family office

and traditional accounts

● Large private client network with strong demand for new issues

provides distribution and aftermarket benefits

● Benefits from B. Riley infrastructure, deals syndicate and ancillary

investment offerings

1. As of December 31, 2019.

2. Figures shown are approximations and do not reflect actual number of Assets under Administration, Active Client Accounts. Financial Advisors and Branch Locations

Key Statistics (1) (2)

$10B+ assets under administration

160+ experienced financial advisors

33,000+ active client accounts

19 branch locations across 13 states

Wealth management core services

● Financial planning

● Retirement income

● Estate planning

● Risk management

and insurance

● Trust management

● Qualified plan and 401(K) advisory services

● Investment banking and directed share programs

● Business lending resources through 3rd party institutions

Individuals Corporations

Page 20: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

20

Capital Markets (cont)

SEC registered investment advisor for fund management businesses

Asset Management Credit Platform

● Certain affiliates of B. Riley

serve as an advisor to various

private and public funds for

institutional and high-net-worth

investors

● Provides services to emerging

manager platform and internal

funds

● Gateway Credit Partners

provides discretionary fixed

income investment

management services

● Focused on identifying and

acquiring undervalued securities

in the non-investment grade

corporate debt market

Direct Lending

● General partner for direct lending

funds

● Provides financing to asset-rich

companies seeking capital in

addition to traditional debt

● Underwriting analysis based on

net recovery from liquidation of

assets

Our platform provides opportunity and insight for our fund management businesses

Page 21: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

21

Capital Markets (cont)

Nationally recognized bankruptcy & litigation advisor

● Strong referral network among prominent law firms, financial institutions

● International reach via BTG Global Advisory network throughout

Europe, Asia, Australia, South Africa, Canada and Brazil

● Over 100 professionals across the U.S.

● Complements B. Riley’s core financial and operational restructuring

capabilities

Recent accolades

2019 (1)

● #1 Overall Expert Witness

● #1 Forensic Accounting Firm

● #1 Litigation Valuation Firm

● Cross Border Special Situation M&A Deal of the Year

2018 (2)

● Best End-to-End Litigation Consulting Firm

● Best Expert Witness Provider

● Valuation Service Provider of the Year

● Refinancing Deal of the Year

1. Source: ALM’s Daily Report, “Best of 2019” and Global M&A Network, “Turnaround Atlas Awards” (2019)

2. Source: Corporate Counsel, “Best Of” Awards (2018); National Law Journal, “Best Of” Awards (2018); and Global M&A Network, “Turnaround Atlas Awards” (2018)

Financial Consulting Services

● Bankruptcy & Restructuring Advisory

● Forensic Accounting

● Litigation Support

● Valuation Disputes

● Due Diligence and QOE Analysis

Page 22: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

22

Auction & Liquidation

Leading provider of large-scale retail liquidations

● Highly profitable, cyclical business with robust store closing project pipeline

● Leverages balance sheet to develop creative deal structures

● International resources in Europe, Canada and Australia

● Offers synergies with expanded real estate services vertical focused on

maximizing distressed real estate values

$47.4M

$55.0M

$22.5M

FY 2017 FY 2018 FY 2019

Annual Liquidation RevenueIllustrative clients

$2.9B+total value of assets

liquidated in 2019 (1)

3,900+store closures

conducted in 2019 (1)

1. Figures shown are approximations and do not reflect actual number of store closures or liquidated asset values.

Page 23: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

23

1,350

1,450

1,550

FY 2017 FY 2018 FY 2019

Annual Completed Appraisals (1)

Appraisal & Valuation

One of the largest appraisal practices in the U.S.

● Conducts company valuations primarily supporting asset based loans

● Provides opportunities and expertise for direct lending business

● High recurring business rate among financial institution clients

● Completed 1,500+ engagements for 1,100+ unique companies in 2019

Annual Appraisal RevenuesIllustrative clients

$33.3M

$38.7M $38.8M

FY 2017 FY 2018 FY 2019

1. Figures shown are approximations and do not reflect actual number of completed appraisals or unique company appraisals.

Page 24: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

24

● Acquired November 2018

● VoIP cloud technology, services communications provider

● Offers operational synergies with United Online

● Acquired July 2016

● Internet access and online advertising produce high gross

margins; predictable subscriber attrition

● Low overhead from successful execution of cost synergies

● Highly profitable business generating significant cash flows

Principal Investments

● Operationally-focused, control equity investments which leverage B. Riley’s expertise and resources

● United Online has exceeded net initial investment since acquisition, generating steady income for B. Riley platform

Strong cash-flow companies generating attractive returns

1. Includes results from United Online, Inc. since Q3 2016, and results from magicJack VocalTec Ltd. since Q4 2018.

Cumulative Segment Income (1)

$9.2M

$28.7M

$48.2M

$81.3M

2016 2017 2018 2019

United Online magicJack

United Online, Inc.

magicJack VocalTec, Ltd.

Page 25: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

25

Principal Investments (cont)

Brand holdings offer recurring revenue and cash flow

● Established brand portfolio under Principal Investments in October 2019

● Added revenue of $4.1M and $2.7M in operating income in Q4 2019

● Trends in traditional brick and mortar retail creates opportunity to acquire IP

● Leverages retail sector deal flow and brand management partnerships

● Focused on generating revenue through the licensing of trademarks

Brand holdings

1. Brand holdings as of February 29, 2020. Percentages represent approximate ownership stakes in these brands.

Brand Asset Ownership (1)

80% ownership in six brands

43% ownership in Hurley brand

30% ownership in bebe brand

Page 26: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

26

Financial Overview

Page 27: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

27

Financial Highlights

Select Income Items

(000’s) Q4 2019

Revenues $165,237

Adjusted EBITDA(1) 50,269

Income before income taxes 25,358

Net income attributable to B. Riley Financial 17,129

Net income applicable to common shareholders 16,865

Adjusted net income attributable to B. Riley

Financial (2) $23,615

Diluted income per share $0.59

Adjusted diluted income per share (2) $0.83

Select Balance Sheet Items

(000’s) 12/31/19

Cash and cash equivalents $104,268

Due from clearing brokers 23,818

Securities and other investments owned,

at fair value451,551

Advances against customer contracts 27,347

Loans receivable 225,848

Securities sold not yet purchased 41,820

Notes payable 38,167

Loan participations sold 12,478

Term loan 66,666

Senior notes payable 688,112

1. For a definition of Adjusted EBITDA and a reconciliation to GAAP financial measures, please see the Appendix.

2. For a definition of Adjusted Net Income and a reconciliation to GAAP financial measures, please see the Appendix.

Page 28: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

28

Financial Highlights (cont.)

Cash and Net Investments

(000’s) 12/31/19

Cash and cash equivalents $104,268

Restricted cash 471

Due from clearing brokers 23,818

Advances against customer contracts 27,347

Loans receivables, net of loan participations

sold213,370

Marketable securities, net (1) 409,731

Other equity investments and deposits (2) 53,172

Total Cash, Net Securities, and Other $832,177

Debt

(000’s) 12/31/19

Senior notes payable $688,112

Term loan 66,666

Notes payable 38,167

Total Debt $792,945

Total Cash and Investments,

Net of Debt (3)$39,232

1. Includes approximately $451.6M in securities and other investments owned net of $41.8M in securities sold not yet purchased.

2. Other equity investments reported in prepaid expenses and other assets.

3. Defined as total cash, net securities, and other minus total debt.

Total cash and investments, net of debt of $39.2M as of December 31, 2019

Page 29: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

29

Appendix

Page 30: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

30

Historical Financial Results for B. Riley Financial

1. Excludes FBR & Co. results prior to 6/1/17, Wunderlich Investment Company, Inc. results prior to 7/3/17, and GlassRatner Advisory & Capital Group LLC results prior to 8/1/18.

2. Excludes magicJack VocalTec Ltd. results prior to 11/14/18.

3. Adjusted EBITDA: earnings before interest expense, interest income, provision for or benefit from income taxes, depreciation and amortization, share-based payments, fair

value adjustments, litigation settlement, insurance settlement recovery, transactions-related costs, and restructuring costs.

B. Riley Financial Segment Financial Results

(000’s) FY 2017 FY 2018 FY 2019 Q1 2019 Q2 2019 Q3 2019 Q4 2019

Revenues:

Capital Markets (1) $189,723 $275,066 $485,858 $85,301 $94,248 $134,096 $172,213

Auction and Liquidation 47,379 54,986 22,516 20,709 34,916 11,286 (44,395)

Valuation and Appraisal 33,331 38,705 38,821 8,583 9,742 10,818 9,678

Principal Investments - UOL and MJ (2) 51,743 54,234 100,862 27,535 25,778 23,863 23,686

Brands - - 4,055 - - - 4,055

Total Revenue 322,176 422,991 652,112 142,128 164,684 180,063 165,237

Segment Operating Income (Loss):

Capital Markets (1) 15,931 10,152 179,250 13,861 24,393 52,402 88,594

Auction and Liquidation 11,186 27,013 (25,533) 11,504 17,828 5,953 (60,818)

Valuation and Appraisal 9,713 11,097 10,237 1,363 2,737 3,451 2,686

Principal Investments - UOL and MJ (2) 19,503 19,448 33,157 7,929 7,779 8,662 8,787

Brands - - 2,667 - - - 2,667

Total Segment Income (Loss) 56,333 67,710 199,778 34,657 52,737 70,468 41,916

Corporate and Other Expenses (27,489) (22,326) (33,127) (9,679) (8,482) (10,617) (4,349)

Adjusted EBITDA (3) $69,783 $89,631 $207,885 $34,430 $52,856 $70,330 $50,269

Page 31: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

31

Non-GAAP Financial Measures

1. Excludes FBR & Co. results prior to 6/1/17, Wunderlich Investment Company, Inc. results prior to 7/3/17, GlassRatner Advisory & Capital Group LLC results prior to

8/1/18, and magicJack VocalTec Ltd. results prior to 11/14/18.

2. FY 2017 includes $9.0M fair value adjustment.

3. In addition to restructuring costs, FY 2017 includes $6.0M insurance settlement recovery, and FY 2018 include $0.5M litigation settlement.

B. Riley Financial Adjusted EBITDA Reconciliation (1)

(000’s) FY 2017 FY 2018 FY 2019 Q1 2019 Q2 2019 Q3 2019 Q4 2019

Net Income (Loss) $11,556 $15,509 $81,611 $8,023 $22,157 $34,302 $17,129

Provision for (Benefit from) Income Taxes 8,510 4,903 34,644 3,104 9,289 14,409 7,842

Interest Expense, net 7,962 32,067 48,628 10,133 11,257 12,411 14,827

Depreciation and Amortization 11,140 13,809 19,048 4,913 4,831 4,473 4,831

Share-based Compensation and Fair Value Adjustment (2) 16,950 11,596 15,916 2,614 2,934 4,728 5,640

Transaction-Related Costs 7,291 2,741 6,339 5,496 836 7 -

Restructuring Costs and Other (3) 6,374 9,006 1,699 147 1,552 - -

Total Adjustments 58,227 74,122 126,274 26,407 30,699 36,028 33,140

Adjusted EBITDA $69,783 $89,631 $207,885 $34,430 $52,856 $70,330 $50,269

Page 32: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

32

Non-GAAP Financial Measures

1. Excludes FBR & Co. results prior to 6/1/17, Wunderlich Investment Company, Inc. results prior to 7/3/17, GlassRatner Advisory & Capital Group LLC results prior to

8/1/18, and magicJack VocalTec Ltd. results prior to 11/14/18.

2. FY 2017 includes $9.0M fair value adjustment.

3. In addition to restructuring costs, FY 2017 includes $6.0M insurance settlement recovery, and FY 2018 include $0.5M litigation settlement.

B. Riley Financial Adjusted Net Income Reconciliation (1)

(000’s) FY 2017 FY 2018 FY 2019 Q1 2019 Q2 2019 Q3 2019 Q4 2019

Net Income (Loss) $11,556 $15,509 $81,611 $8,023 $22,157 $34,302 $17,129

Amortization of Intangible Assets 7,422 9,133 13,846 3,377 3,344 3,310 3,815

Share-based Compensation and Fair Value Adjustment (2) 16,950 11,596 15,916 2,614 2,934 4,728 5,640

Transaction-Related Costs 7,291 2,741 6,339 5,496 836 7 -

Restructuring Costs and Other (3) 6,374 9,006 1,699 147 1,552 - -

Income Tax Effect of Adjusting Entries (15,741) (9,209) (11,154) (3,245) (2,560) (2,380) (2,969)

Tax Benefit from Tax Election to Treat Acquisition of UOL

as a Taxable Business Combination (8,389) - - - - - -

Tax Expense from New Tax Legislation Change -

Reduction in Federal Rate from 35% to 21% 13,051 - - - - - -

Total Adjustments 26,958 23,267 26,646 8,389 6,106 5,665 6,486

Adjusted Net Income $38,514 $38,776 $108,257 $16,412 $28,263 $39,967 $23,615

Page 33: B. Riley Financial (RILY) Overview March 2020. Riley Financi… · B. Riley Financial at a Glance (NASDAQ:RILY) Bryant Riley Chairman & Co-CEO Founded in 1997 and headquartered in

33

For more information, please visit www.brileyfin.com