XML 41 R26.htm IDEA: XBRL DOCUMENT v3.7.0.1
ACQUISITIONS (Tables)
6 Months Ended
Jun. 30, 2017
Business Combinations [Abstract]  
Schedule of purchase consideration

The preliminary purchase price allocation was as follows:

  

Consideration paid by B. Riley:      
Number of FBR Common Shares outstanding at June 1, 2017     7,099,511  
Stock merger exchange ratio     0.671  
Number of B. Riley common shares     4,763,772  
Number of B. Riley common shares to be issued from acceleration of vesting for outstanding FBR stock options, restricted stock and RSU awards     67,861  
Total number of B. Riley common shares to be issued     4,831,633  
Closing market price of B. Riley common shares on December 31, 2016   $ 14.70  
Total value of B. Riley common shares     71,025  
Fair value of RSU’s attributable to service period prior to June 1, 2017 (a)     2,446  
Total consideration   $ 73,471  

 

  (a) Outstanding FBR restricted stock awards at June 1, 2017, the date of the acquisition, were adjusted in accordance with the Merger Agreement with the right to receive 0.671 shares of the Company’s common stock for each outstanding FBR stock award unit. The fair value of the FBR restricted stock awards at June 1, 2017 was determined based on the closing price of the Company’s common stock of $14.70 on June 1, 2017. The fair value of the FBR restricted stock awards were apportioned as purchase consideration based on service provided to FBR as of June 1, 2017 with the remaining fair value of the FBR restricted stock awards to be recognized prospectively over the restricted stock and FBR restricted stock awards remaining vesting period.

  

Tangible assets acquired and assumed:        
Cash and cash equivalents   $ 15,738  
Securities owned     11,188  
Securities borrowed     861,197  
Accounts receivable     4,341  
Due from clearing broker     29,169  
Prepaid expenses and other assets     5,486  
Property and equipment     8,663  
Deferred taxes     14,514  
Accounts payable     (1,524 )
Accrued payroll and related expenses     (7,182 )
Accrued expenses and other liabilities     (22,411 )
Securities loaned     (867,626 )
Customer relationships     5,600  
Tradename and other intangibles     1,790  
Goodwill     14,528  
Total   $ 73,471  
Schedule of pro forma financial information

The pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the earliest period presented, nor does it intend to be a projection of future results.

  

    Pro Forma (Unaudited)  
    Three Months Ended June 30,     Six Months Ended June 30,  
    2017     2016     2017     2016  
                         
Revenues   $ 84,634     $ 64,377     $ 173,853     $ 126,105  
Net (loss) income attributable to B. Riley Financial, Inc.   $ (2,473 )   $ (6,416 )   $ 12,860     $ (15,634 )
                                 
Basic (loss) earnings per share   $ (0.10 )   $ (0.28 )   $ 0.53     $ (0.62 )
Diluted (loss) earnings per share   $ (0.10 )   $ (0.28 )   $ 0.52     $ (0.62 )
                                 
Weighted average basic shares outstanding     24,256,020       22,766,887       24,135,371       25,142,864  
Weighted average diluted shares outstanding     24,256,020       22,766,887       24,808,897       25,142,864