B Riley Financial Inc
For the period ended Dec 31, 2023. Filed Apr 24, 2024.
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FY2023 · Filed Apr 24, 2024
RILY$3.66-4.7%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as part of this report:
Financial Statements. The Company’s Consolidated Financial Statements required to be filed in the Annual Report on the Form 10-K and the notes thereto, together with the report of the independent auditors on those Consolidated Financial Statements and the effectiveness of internal control over financial reporting of the Company, are hereby filed as part of this report, beginning on page 85.
Financial Statement Schedules. Financial Statement Schedules other than those listed above have been omitted because they are either not applicable or the information is otherwise included in the consolidated financial statements or the notes thereto.
The financial statements of Babcock & Wilcox required by Rule 3-09 of Regulation S-X are provided as Exhibit 99.1 to this Form 10-K.
- Exhibits Required by Item 601 of Regulation S-K. The exhibits listed in the Exhibit Index of the Form 10-K and this Amendment are field with, or incorporated by reference in, this report.
(b)Exhibits and Index to Exhibits, below.
(c)Financial Statement Schedule and Separate Financial Statements of Subsidiaries Not Consolidated and Fifty Percent or Less Owned Persons.
Babcock & Wilcox was deemed a significant equity investee under Rule 3-09 of Regulation S-X for the year ended December 31, 2022. As such, Babcock & Wilcox’s financial statements for its fiscal years ended December 31, 2023, 2022, and 2021 are provided as Exhibit 99.1 to this Form 10-K incorporation by reference to Item 8 and the Financial Statement Schedule – Schedule II - Valuation and Qualifying Accounts included in Item 15 of Babcock & Wilcox Enterprises, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 15, 2024.
(c) Exhibit Index
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Description | Form | Exhibit | Filing Date |
| 3.1 | Amended and Restated Certificate of Incorporation, as amended, dated as of August 17, 2015 | 10-Q | 3.1 | 8/3/2018 |
| 3.2 | Amended and Restated Bylaws, dated as of November 6, 2014 | 10-Q | 3.6 | 11/6/2014 |
| 3.3 | Amendment to Amended and Restated Bylaws of B. Riley Financial, Inc., dated April 3, 2019 | 8-K | 3.1 | 4/9/2019 |
| 3.4 | Certificate of Designation designating the 6.875% Series A Cumulative Perpetual Preferred Stock of B. Riley Financial, Inc. | 8-K | 3.1 | 10/7/2019 |
| 3.5 | Certificate of Designation designating the 7.375% Series B Cumulative Perpetual Preferred Stock of B. Riley Financial, Inc. | 8-K | 3.1 | 9/4/2020 |
| 4.1 | Description of Registered Securities | 10-K | 4.29 | 5/16/2023 |
| 4.2 | Form of common stock certificate | 10-K | 4.1 | 3/30/2015 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Description | Form | Exhibit | Filing Date |
| 4.3 | Base Indenture, dated as of May 7, 2019, by and between the registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee | 8-K | 4.1 | 5/7/2019 |
| 4.4 | First Supplemental Indenture, dated as of May 7, 2019, by and between the registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee | 8-K | 4.2 | 5/7/2019 |
| 4.5 | Form of 6.75% Senior Note due 2024 (included in Exhibit 4.4) | 8-K | 4.2 | 5/7/2019 |
| 4.6 | Second Supplemental Indenture, dated as of September 23, 2019, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee | 8-K | 4.3 | 9/23/2019 |
| 4.7 | Form of 6.50% Senior Note due 2026 (included in Exhibit 4.6) | 8-K | 4.4 | 9/23/2019 |
| 4.8 | Deposit Agreement, dated October 7, 2019, among B. Riley Financial, Inc., Continental Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts, with respect to B. Riley Financial, Inc.’s 6.875% Series A Cumulative Perpetual Preferred Stock | 8-K | 4.1 | 10/7/2019 |
| 4.9 | Form of Specimen Certificate representing the 6.875% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, of B. Riley Financial, Inc. | 8-K | 4.2 | 10/7/2019 |
| 4.10 | Form of Depositary Receipt | 8-K | 4.3 | 10/7/2019 |
| 4.11 | Third Supplemental Indenture, dated as of February 12, 2020, by and between the Company and The Bank of New York Mellon Trust Company N.A., as Trustee | 8-K | 4.4 | 2/12/2020 |
| 4.12 | Form of 6.375% Senior Note due 2025 (included in Exhibit 4.11) | 8-K | 4.4 | 2/12/2020 |
| 4.13 | Deposit Agreement, dated September 4, 2020, among B. Riley Financial, Inc., Continental Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts, with respect to B. Riley Financial, Inc.’s 7.375% Series B Cumulative Perpetual Preferred Stock | 8-K | 4.1 | 9/4/2020 |
| 4.14 | Form of Specimen certificate representing the 7.375% Series B Cumulative Perpetual Preferred Stock, par value $0.0001 per share, of B. Riley Financial, Inc. | 8-K | 4.2 | 9/4/2020 |
| 4.15 | Form of Depositary Receipt | 8-K | 4.3 | 9/4/2020 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Description | Form | Exhibit | Filing Date |
| 4.16 | Fourth Supplemental Indenture, dated as of January 25, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee | 8-K | 4.5 | 1/25/2021 |
| 4.17 | Form of 6.00% Senior Note due 2028 (included in Exhibit 4.16) | 8-K | 4.6 | 1/25/2021 |
| 4.18 | Fifth Supplemental Indenture, dated as of March 29, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee | 8-K | 4.6 | 3/29/2021 |
| 4.19 | Form of 5.50% Senior Note due 2026 (included in Exhibit 4.18) | 8-K | 4.7 | 3/29/2021 |
| 4.20 | Sixth Supplemental Indenture, dated as of August 6, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee | 8-K | 4.7 | 8/6/2021 |
| 4.21 | Form of 5.25% Senior Note due 2028 (included in Exhibit 4.20) | 8-K | 4.8 | 8/6/2021 |
| 4.22 | Seventh Supplemental Indenture, dated as of December 3, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee | 8-K | 4.8 | 12/3/2021 |
| 4.23 | Form of 5.00% Senior Note due 2026 (included in Exhibit 4.22) | 8-K | 4.9 | 12/3/2021 |
| 10.1 | Security Agreement, dated as of October 21, 2008, by and between Great American Group WF, LLC and Wells Fargo Bank, National Association (Successor to Wells Fargo Retail Finance, LLC) | 10-Q | 10.8 | 8/31/2009 |
| 10.2 | Loan and Security Agreement (Accounts Receivable & Inventory Line of Credit), dated as of May 17, 2011, by and between BFI Business Finance and Great American Group Advisory & Valuation Services, LLC | 8-K | 10.1 | 5/26/2011 |
| 10.3 | Third Amended and Restated Guaranty, dated as of July 15, 2013, by and between the registrant and Great American Group, LLC, in favor of Wells Fargo Bank, National Association | 8-K | 10.2 | 7/19/2013 |
| 10.4 | Uncommitted Liquidation Finance Agreement, dated as of March 19, 2014, by and among GA Asset Advisors Limited, each special purpose vehicle affiliated to GA Asset Advisors Limited which accedes to such agreement, and Burdale Financial Limited | 8-K | 10.1 | 3/25/2014 |
| 10.5 | Master Guarantee and Indemnity, dated as of March 19, 2014, by and among GA Asset Advisors Limited, the registrant, Great American Group, LLC, Great American Group WF, LLC, Burdale Financial Limited and Wells Fargo Bank, National Association | 8-K | 10.2 | 3/25/2014 |
| 10.6# | Amended and Restated 2009 Stock Incentive Plan | 10-Q | 10.1 | 8/11/2015 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Description | Form | Exhibit | Filing Date |
| 10.7# | Amended and Restated 2009 Stock Incentive Plan – Form of Restricted Stock Unit Agreement | 10-Q | 10.2 | 8/11/2015 |
| 10.8# | Amended and Restated 2009 Stock Incentive Plan – Stock Bonus Program and Form of Stock Bonus Award Agreement | 10-Q | 10.3 | 8/11/2015 |
| 10.9# | B. Riley Financial, Inc. Management Bonus Plan | 8-K | 10.1 | 8/18/2015 |
| 10.10 | Debt Conversion and Purchase and Sale Agreement, dated January 12, 2018, by and among the registrant, bebe stores, inc. and The Manny Mashouf Living Trust | 8-K | 10.1 | 1/16/2018 |
| 10.11# | 2018 Employee Stock Purchase Plan | 8-K | 10.1 | 7/31/2018 |
| 10.12 | Credit Agreement, dated December 19, 2018 | 8-K | 10.1 | 12/27/2018 |
| 10.13 | First Amendment to Credit Agreement and Joinder, dated February 1, 2019 | 8-K | 10.2 | 2/7/2019 |
| 10.14 | Second Amendment to Credit Agreement, dated December 31, 2020 | 8-K | 10.1 | 1/6/2021 |
| 10.15 | Security and Pledge Agreement, dated December 19, 2018 | 8-K | 10.2 | 12/27/2018 |
| 10.16 | Unconditional Guaranty and Pledge Agreement by B. Riley Principal Investments, LLC, dated December 19, 2018 | 8-K | 10.3 | 12/27/2018 |
| 10.17 | Unconditional Guaranty by the registrant, dated December 19, 2018 | 8-K | 10.3 | 12/27/2018 |
| 10.18# | Amendment to Amended and Restated 2009 Stock Incentive Plan | 10-Q | 10.4 | 11/1/2019 |
| 10.19 | B. Riley Financial, Inc. 2021 Stock Incentive Plan, incorporated by reference to Appendix A to the Company’s definitive proxy statement, dated April 20, 2021 filed with the Securities and Exchange Commission | 8-K | 10.01 | 6/3/2021 |
| 10.20 | Master Receivables Purchase Agreement, dated as of December 20, 2021, between B. Riley Receivables, LLC and W.S. Badcock Corporation | 8-K | 10.1 | 12/22/2021 |
| 10.21 | Servicing Agreement, dated as of December 20, 2021, between B. Riley Receivables, LLC and W.S. Badcock Corporation | 8-K | 10.2 | 12/22/2021 |
| 10.22 | Form of Director and Officer Indemnification Agreement | 8-K | 10.3 | 12/22/2021 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Description | Form | Exhibit | Filing Date |
| 10.23 | Third Amendment to Credit Agreement, dated as of December 16, 2021 | 10-K | 10.44 | 2/25/2022 |
| 10.24# | PRSU Grant Agreement | 10-K | 10.46 | 2/25/2022 |
| 10.25 | Third Amended and Restated Credit Agreement, dated as of April 20, 2022, by and among B. Riley Retail Solutions WF, LLC, B. Riley Retail, Inc., B. Riley Retail Canada, ULC, Wells Fargo Bank, National Association and Wells Fargo Capital Finance Corporation Canada | 8-K | 10.1 | 4/25/2022 |
| 10.26 | Fourth Amendment to Credit Agreement, dated as of June 21, 2022 | 10-Q | 10.1 | 7/29/2022 |
| 10.27# | Amended and Restated Employment Agreement, dated April 11, 2023 by and between the registrant and Bryant R. Riley | 8-K | 10.1 | 4/14/2023 |
| 10.28# | Amended and Restated Employment Agreement, dated April 11, 2023 by and between the registrant and Thomas J. Kelleher | 8-K | 10.2 | 4/14/2023 |
| 10.29# | Amended and Restated Employment Agreement, dated April 11, 2023 by and between the registrant and Phillip J. Ahn | 8-K | 10.3 | 4/14/2023 |
| 10.30# | Amended and Restated Employment Agreement, dated April 11, 2023 by and between the registrant and Alan N. Forman | 8-K | 10.4 | 4/14/2023 |
| 10.31# | Amended and Restated Employment Agreement, dated April 11, 2023 by and between the registrant and Andrew Moore | 8-K | 10.5 | 4/14/2023 |
| 10.32# | Amended and Restated Employment Agreement, dated April 11, 2023 by and between the registrant and Kenneth M. Young | 8-K | 10.6 | 4/14/2023 |
| 10.33 | Credit Agreement, dated August 21, 2023 among B. Riley Financial, Inc., BR Financial Holdings, LLC, Nomura Corporate Funding Americas, LLC, and Computershare Trust Company, N.A. | 8-K | 10.1 | 8/25/2023 |
| 10.34* | Form of Restricted Stock Unit Award Agreement (Time-Vesting) under the B. Riley Financial, Inc. 2021 Stock Incentive Plan | |||
| 14.1 | B. Riley - Code of Business Conduct and Ethics | 8-K | 14.1 | 5/30/2023 |
| 21.1* | Subsidiary List | |||
| 31.1* | Certification of Co-Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 | |||
| 31.2* | Certification of Co-Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 | |||
| Incorporated by Reference | ||||
| Exhibit No. | Description | Form | Exhibit | Filing Date |
| 31.3* | Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 | |||
| 32.1** | Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
| 32.2** | Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
| 32.3** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
| 97.1#* | B. Riley - Clawback Policy | |||
| 99.1*** | Babcock & Wilcox Financial Statements | 10-K | 3/15/2024 | |
| 101.INS* | Inline XBRL Instance Document | |||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||
- Filed herewith.
** Furnished herewith.
*** The Company is providing financial statements for Babcock & Wilcox Enterprises, Inc. (“Babcock & Wilcox”), pursuant to Rule 3-09 of Regulation S-X as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021. Babcock & Wilcox was significant under Rule 3-09 for the year ended December 31, 2022.
- Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedules to the Securities and Exchange Commission upon request.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.