B. Riley Financial, Inc.

for solid operating results despite volatile markets and amid the effective shutdown in capital markets. Over the past nine months, our platform has delivered operating revenues of $869 million and operating adjusted EBITDA of $265 million. During that same period, we have returned over $83 million to our shareholders in the form of dividends. While the recent market decline has created meaningful market-to-market losses, we think it is important to remind investors that this has come after a number of years of outsized gains many of which were realized and were utilized to diversify our operating businesses through opportunistic acquisitions. We also used the last few years to fortify our balance sheet through the issuance of baby bonds with interest rates far below the current market and with meaningful remaining duration. With that said, underpinning our platform strategy is our commitment to return a portion of our excess earnings to our shareholders, and we're pleased to deliver a third-quarter dividend of $1 per share. We recognize our businesses can be difficult for investors to model. We are not a typical broker-dealer. The composition and variability of our platform becomes more unique as we continue to diversify to balance the episodic and cyclical parts of our platform. Our platform, though, has remained consistent and we will continue to be opportunistic where opportunities present. To that end, we recently announced three acquisitions which we expect will further augment our steady and recurring earnings and cash flow. In August, we announced the addition of Bullseye Telecom to our Lingo Communications subsidiary. This acquisition expands our footprint in communications services and our overall portfolio of principal investment companies. In September, we purchased an additional pool of performing receivables from Badcock Furniture based on the success of our initial receivables portfolio acquired at the end of 2021. This investment delivers on our state of mandate to expand our sources of steady cash flow, while providing a mutual beneficial outcome for our key relationships of our platform like FRG. Additionally, I think it is important to recognize that this first unlevered purchase of $400 million of receivables will not only result in strong returns, but it was also fortuitous as we've monetized a portion of our equity assets at the end of 2021 when equities were much higher to fund these purchases. We continue to be very pleased with this investment, which continues to perform as this book converts to cash in our balance sheet. More recently, we announced our acquisition of Targus, a leading laptop, bag, and tech accessory business. Targus is run by an exceptional operator, Michael Williams, who until recently served as a director on our board. Under Michael's leadership, Target has right-sized its business while growing distribution to over 100 companies. With a large B2B customer base, Targus revenues tend to be less cyclical than a typical product company, with sales more closely tied to corporate spending. This is a capital blight business that we expect will be highly accretive to our platform as another steady, high cash flow generative company in our portfolio. As we look ahead, we will maintain focus on diligent expense control while continuing to utilize our cash flows to continue to expand and enhance our businesses. Looking to the horizon, we believe we will see numerous opportunities over the next 12 to 24 months as market valuations continue to adjust, and we believe we are in a very strong position to take advantage of those opportunities. With that, I'll turn the call over to Phil Ahn, our CFO and COO, to discuss financial metrics for the quarter, and then Tom Kelleher, our co-CEO, will discuss our reportable segments and division highlights before we open up for questions. Phil? Phil?

Thanks, Bryant. For our third quarter ending September 30th, B. Reilly reported total revenues of $340.4 million down from $381.5 million in the prior year period. Total adjusted EBITDA for the quarter was $141.4 million compared to $114.1 million in the prior year period. Net income available to common shareholders was $45.8 million or $1.53 per diluted share. This compares to net income of 48.6 million or $1.69 per diluted share in Q3 of last year. Our third quarter results included operating revenues of 328.2 million compared to 363.3 million in the prior year period. Operating adjusted EBITDA was 106.2 million for the quarter compared to 101.1 million in last year's period. We also generated investment gains of approximately 12 million in Q3 of this year, which includes both realized and unrealized gains on certain strategic investments that we hold. As a reminder, adjusted EBITDA and our metrics for operating and investment results are non-GAAP financial measures. Please refer to our earnings release for a definition of those terms and for reconciliation to the nearest gap measures. Investors can also find additional details relating to these metrics and related reconciliations in the financial supplement on our investor relations website. Tom will cover segment highlights in connection with his discussion of our business divisions. And so now, I wanted to provide some commentary on some of our recent acquisitions. In August, our Lingo subsidiary completed its previously announced acquisition of Bullseye Telecom. The addition of Bullseye follows our acquisition of Lingo in May of this year, in which we acquired an 80% ownership in a telecom services provider. The Bullseye addition augments our existing portfolio of communication services businesses, while also providing our B-Riley platform with an additional source of steady cash flow. Just before quarter end, we acquired our portfolio of receivables from Badcock Furniture for approximately $168 million. This represented our second pool of purchased receivables and builds on our prior receivables portfolio, which has generated attractive returns for us. Our purchase of the second portfolio, representing $198 million of receivables, was financed primarily with a $148 million credit facility in which B. Reilly provides a limited guarantee of $15 million. Finally, in October, we announced our acquisition of Targus in a transaction valued at approximately $250 million. The deal was financed through a combination of cash and stock, $85.5 million in bank financing, and $114 million of seller financing and B. Reilly bonds issued to the seller. We're excited about Targus. and expect Targus to be another strong cash flow generator for our B. Reilly platform. We're excited about these recent acquisitions and expect they will all provide meaningful earnings in cash flow for our platform and ultimately to our shareholders. Now, turning back to our third quarter results, some highlights from our balance sheet as of September 30th include $232 million in unrestricted cash and cash equivalents, $1.2 billion in net securities and other investments owned, and $815 million in loans receivable, which includes our performing receivables portfolio and our loan book. At quarter end, we had a total cash and investments balance of approximately $2.33 billion, which includes approximately $46 million of other investments reported in prepaid and other in assets. Total debt as of September 30th was approximately $2.32 billion, bringing our cash and investments position net of debt to approximately $14 million at quarter end. The B. Reilly Board has approved a regular quarterly dividend of $1 per share, which will be payable on or about November 29th to common stockholders of record as of November 15th. As well, the Board has approved an annual share repurchase plan under which B. Reilly may repurchase up to 50 million of our common shares. That completes my financial summary. Now I'll turn the call over to our co-CEO, Tom Kelleher, to provide a segment summary and highlights from our business divisions. Tom?

Thanks, Phil. As financial conditions tighten, we believe our diversified business is uniquely positioned to serve clients exceptionally well. Embedded throughout our platform is core expertise in restructuring and debt refinancing, direct lending, bankruptcy advisory, and asset disposition. With demand for these services expected to increase, we believe our counter-cyclical businesses are poised for growth in the coming quarters. At the same time, stable performance across our non-cyclical businesses continues to provide us a solid baseline with which to operate. I'll now provide a summary of our segment results along with some color on the individual business units that comprise our segments. Starting with our capital market segment, despite lower levels of investment banking and underwriting activity, third quarter segment revenues remain flat at $179 million. Segment income increased to $124 million, up from $88 million in the prior year period, primarily driven by increased interest income from loans and securities lending. Revenue for B. Reilly Securities' fixed income trading also increased during the quarter, with rising rates translating to greater activity. In spite of market headwinds, we continue to be encouraged by our fixed income division and believe this group represents a significant growth opportunity. In the same respect, we remain encouraged by our growing banking advisory backlog, buoyed by a number of focal point mandates, especially in health care. Given this sector's relative immunity to challenging markets, we are investing to strategically expand this vertical with the recent addition of nine health care bankers from here on. This group brings significant experience that deepens and expands our platform's existing health and life science expertise. Combined with the Focal Point and the Legacy B. Riley team, we believe we now offer one of the strongest healthcare platforms in middle markets, and we remain committed to investing in the best talent to serve our clients as they seek to capitalize on the opportunities being presented by the evolving market landscape. In our capital management business be Riley asset management and to 72 capital continue to gain momentum as part of our platform, while delivering strong returns for our clients, we continue to expand marketing efforts, while growing our product offerings. In wealth management segment revenues declined to 48 million for the quarter primarily impacted by our strategic decision to part with a significant number of brokers and certain businesses previously affiliated with national securities. These exits, along with unfavorable market conditions, resulted in reduced client activity and related declines in wealth assets under management to approximately $25 billion at September 30th, down from over $30 billion in the assets at the end of the first quarter. With this strategic de-risking and realignment, 50% of our wealth business today is reoccurring revenue. As we look ahead and continue to invest in building a best-in-class, management platform for our customers and advisors, recruiting quality talent remains our top priority. With modest momentum in our recruiting, we believe our brand in wealth management is continuing to gain market recognition. Turning to our financial consulting segment, which is comprised of B. Reilly Advisory Services and our real estate business, third quarter financial consulting revenues were $23 million, driven by sustained demand for valuations to services to support loans and transaction financing and our expertise in bankruptcy restructuring and forensic accounting. As a whole, B. Reilly Advisory Services continues to generate stable revenues and profits to our platform. In addition, B. Reilly Real Estate completed several disposition projects while supporting ongoing retail restructuring projects during the quarter, including the sale of a real estate portfolio for Badcock Furniture. In our auction and liquidation segment, revenues were $7 million for the quarter, primarily driven by ongoing projects in Europe and smaller liquidation projects in the U.S. As we have stated previously on calls, results from this business are variable due to the episodic impact of large retail liquidation engagements. While current U.S. liquidation activity remains lower, B. Reilly Retail Solutions has started to see increased activity with momentum expected to continue into the 2023 as retailers begin to feel the economic pressure of declining consumer spend. In our principal investment segment, revenues increased to $78 million, primarily due to the addition of Marconi Wireless, Lingo, and Bullseye Telecom. On a combined basis, our communications business continued to perform above expectations, contributing reoccurring cash flow to our platform. Revenue for our brand segment were $5 million for the third quarter, which relate to the licensing of trademarks for our six-brands portfolio. In addition, our investments in Hurley and Justice brands, which are recognized in our capital market segment, contributed dividends income of $7 million for the quarter. 2022 has proven to be another transformative year in B Reilly's 25-year history. Over the past year, we have made great strides to incorporate acquired businesses while welcoming new colleagues to expand existing business lines or to support the formation of new B. Reilly divisions. All the while, our platform continues to demonstrate its resiliency and ability to deliver solid results in difficult environments. None of this could be accomplished without our colleagues who provide us the expertise and agility to capitalize on the opportunities being presented by our rapidly evolving platform. Our colleagues drive innovation throughout the enterprise every single day, and we could not be more thankful for their continued dedication. With that, we will now open the line for questions and then turn it back over to Bryant for closing remarks. Thanks.

And if you would like to ask a question, please signal by pressing star 1 on your telephone keypad. If you are using a speakerphone, please make sure your mute function is turned off to allow your signal to reach your equipment. Once again, that is star 1 if you would like to ask a question. And we'll pause for just a moment to allow everyone an opportunity to signal.

Yeah, operator, this is Mike Frank. It looks like we're having trouble getting people in, so I have a few email questions to get us started. So, Brian, can you walk through the current recurring EBITDA as you see it? You've had a lot of new acquisitions and new pieces to the business that appear to be recurring. So can you walk us through that one more time?

Sure. Thanks, Mike. I apologize to... to everybody for not getting calls in. You know, we do watch our expenses pretty carefully. Maybe we need to uptick our expense here on our Q&A. So, Mike, let's go through. I'm going to be a little bit more broad than you might like, but I'll try and get to the answer. So the recurring EBITDA number that I'm underwriting to is approximately $322 million. You know, just as a reminder to kind of get to our dividend, all of our overhead, interest, and all those things. It's about $295 million. So that $322 million comprises of roughly $70 million in our telecom assets, UL, MagicJack, Credo, Lingo, and Bullseye. Advisory, which is the glass rounder appraisal side of $23 million. A couple of other smaller assets, real estate, capital management, security lending of about $17 million. Our brands, Justice, Hurley, and then our BB business, and then the other six brands we own is about $44 million. Targus, I think we're underwriting to $52 million. That's what they did last year. I think some could argue that maybe that business would lessen a little bit given the current environment, but I would let everybody know that Freight cost them roughly $50 million of EBITDA last year, and freight has come back to close to pre-COVID level, so I feel comfortable at $52 million. And then interest income on loans, receivables, other interest adds up to about $110 million. So I think if you add all that up, it comes up to $322 million. And then You know, you've got to try and think through what the BRI securities business is and the retail biz. The retail biz is starting to pick up. We've made a couple announcements there. So I think you're going to see a pickup there. That's averaged, you know, one to two million of EBITDA per month over a long period of time. It was a little less the last couple of years as there was a lot of liquidations. And then BRI securities, it's tough. It's really tough out there. There's not a lot of capital markets. But I think that we've proven that when the markets turn, and they do, and markets open, we will be a big beneficiary. So you can put in whatever you want. We've lost money, I believe, one month in the last three years. We've averaged kind of EBITDA in and around $15 million a month. So I can't underwrite that. I don't know what the outside markets are. But we have not – we did not – take the enthusiasm that was out in the market last year and add meaningfully to our overhead. So I feel really good about where we sit.

Thank you. And operator, can you try to pull in the questioner that we have in queue?

Yes, sir. We'll take our question from Stanford Wyatt with August Partners.

Hey, guys. How are you doing? Thanks for taking the question, and nice job navigating the tough environment. Thank you. Yeah, and I was going to ask along those same lines of the recurring or the operating income, but I guess the question I have on the capital market segment, it looks like that was stronger than the first two quarters, and even if you back out the interest income that's in that segment, I think Tom mentioned the The fixed income desk was good, but I guess any further color there on the capital markets kind of picking up from the first two quarters of the year.

Yeah, you know, there were some SPAC related income as phase went public. There was some regular way capital markets and some, you know, some positive income. some positive, um, results in fixed income and, you know, just grinding it out. I would say that, um, and, and, and Phil, if you want to speak a little bit more about this, you know, I would say the quality of our operating EBITDA was good. Um, but it, but, you know, it was challenging and it's challenging out there. So I, you know, I, I would tell you that, um, Again, if anyone's going to go after, you know, these small cap companies that are providing services and, you know, I think be a beneficiary to us, we just – I'm sure, Stanford, you see it.

There's just not a lot of activity.

Yeah. Yeah, no, that makes sense. And then I guess, you know, looking at the principal investment segment, I mean, you've got the acquisition done there. this quarter, it looks like the segment income went down a bit. I guess, was there any one-time kind of items in there just from completing the transaction?

Phil, you want to speak to that? Yeah.

Obviously, there was a big augmentation in terms of the G&A because, you know, comparative to last year, we didn't have, you know, what, four of those operating, you know, Credo, Marconi Wireless, Benchmark, Benchmark, Lingo, Bullseye, those were not in. So we did have some transaction expenses. And, you know, also just as it relates to whenever we do acquire some of these businesses, obviously there's some lead time in terms of us getting the full ramp of the integration. So, you know, certainly I don't think, you know, in this first quarter, it's not sort of representative of what we think the ultimate run rate is.

Okay, gotcha. Is there – I mean, can you quantify – I guess I think Brian mentioned that's kind of a $70 million run right now for the brand segment, so I guess that's just a good number to use. No, no, no, no.

No, brand business is – I mean, sorry, not brands.

I'm sorry for – yeah, I'm sorry for principal investments. That's – you said $70 there for principal investments.

$70 million for our telecom assets. That's UOL, MagicJack, Credo, Wingo, Bullseye. Yeah.

Okay, got it. okay um so that yeah i mean that that normalizes for the the one-time expenses you had in the quarter um here and then lastly on wealth management um you know that you know i guess um with the loss there kind of where do you see that um going here in the i guess in the in the next few quarters

up and better. We made some, I think, bold decisions to get the right people in place and managers that we didn't think aligned with our philosophy or weren't it didn't make sense for us. We made some bold decisions there. So our assets are down, our brokers are down, but we are really excited about the quality of the wealth management group, the alignment they have with us, the value that they bring as we look through distribution and other opportunities to push through proprietary products that we think will be really exciting to those clients. So We made some decisions based on the environment and based on having that acquisition of National for quite a while, and we're really excited about the team.

Okay, great. Sorry, last question just on the buyback. I guess any color on how you plan to implement that, or is it just opportunistic going forward?

Yeah, I mean, you know, if I told you that we were going to do a certain price, you might buy it ahead of us. I mean, we'll be opportunistic. Yeah.

Yeah, that makes sense. Great. Well, thanks for taking the questions. And again, nice job navigating a tough environment.

Thank you. And congratulations getting through the operating system. All right. Thank you. Thanks, Brian. We have a few more email questions.

So can we kind of go through a little bit more of the capital markets activity and just kind of highlight where the stability is coming from, more of the positives, and then How's Focal Point doing? Maybe talk about the ATM business and maybe a step up from interest income.

Sure. For a long time, our breakeven in revenues in our broker-dealer has been at around $10 million a month. And so that has not changed meaningfully. And the way that we look at that, that consists of our ATM business, that consists of our stock loan business, and that consists of our regular way commissions. And everything, and then the plug is banking. And I think the fair thing to assume on the plug, and this again, this is a pre-focal point, so I'll get the focal point, is in and around $5 million a month of banking revenue, and we're breakeven, and everything above that is 50 to 55% margin. So, you know, if you look through our historical banking rates, $300 million plus, that's why we had such strong years. To not do $15 million of banking in a quarter feels like that is very doable. I suppose it could happen for a quarter or two, but I think if it did happen, we would have a very, very strong period after that because usually when it's slow and it's slow for a while, it opens up and then it's really active. So We have maintained that discipline, and we'll continue to maintain that discipline. Focal point, that acquisition from every perspective other than timing has been great. So what do I mean by that? Obviously, anything related to capital markets, private equity, ability to raise money, interest rates, all of those things have been challenging. So they've had a more difficult period where they've lost a little bit of money. We clearly... Could you have bought the asset cheaper? I don't really know. I just know that we're really fired up for that group and they're fitting in perfectly. And when we come out of this, we will have a really robust M&A practice. And one good thing is we are getting super organized. All the groups are ready to go. And we are seeing more activity than I would have expected, that I would have thought when we made the acquisition, more activity. Pitches, more wins, we're just not seeing a lot of deals close, and I think there's a lot of really good reasons for that. So separate to what I said about that break-even, that's focal point. And then fixed income, we have two elements, and I'll just call it our new build out and then some of the older fixed income assets we have. The new build out's slow. We've added 22 people. The grinding, again, tough market. Some of our other verticals in fixed income have been really profitable, and overall, fixed income has been profitable. So that's what I would say. You know, it feels very hard for us to lose a lot of money on the broker-dealer, and there's, you know, the incremental margin is super meaningful. So I feel good about that. And then I don't remember the other part of your question.

Interest income, are we seeing a step up from that due to higher rates?

So interest income is interesting, and I think something that I would point out, too, that I don't know that – that people recognize. We were pretty aggressive issuers of baby bonds, and as rates have gone up, those baby bond prices have come down. Obviously, our commitment to anybody who buys our baby bonds is we're going to pay all the interest and we're going to pay the principal. Now, if the rate environment goes up and we're a beneficiary of that, I guess that's positive for us. If we were to buy all our baby bonds at market, they are 20% below where we issued them, almost $380 million. I would say part of that might be some noise out in the markets, but there is a real part of it that's from... you know, from rates going up and those being a little bit less valuable on a relative basis. So, you know, maybe there's $180 million of embedded opportunity if we were to buy some of our baby bonds in the open market. I just think that's an interesting fact and an interesting asset. As it relates to are we seeing, are we able to put our money, put our capital into higher rates? Yeah, but that's slow. It takes a while. I mean, it's not like we have, you know, one-month loans. So a loan today that we are doing would probably be, 500 basis points more than a loan that we were doing last year.

Got it.

And then the next one is regarding the loan receivable portfolio. Are there any metrics we can share in terms of maybe how many borrowers make up that portfolio? It seems like there's at least a pretty good vote of confidence that we took on another slug of that. So is there anything we can kind of detail?

Well, I mean, Phil, I think we highlight what we expect our IRRs are in each queue, right? So it'll be in a queue. And what was the last one, Phil?

Well, we highlight just our – I don't have them right here. We talk about sort of where our valuations are and the assumptions that we have on some of the private security.

No, no. He's talking about the back-up receivable book.

Oh. Oh, I apologize. Let me pull that up and come back here.

Mike, I think we came in front. I don't know if this is Kay. I think it was also the quarters. In and around 28%, 29% unlevered IRRs in the first basket. Second basket, we levered. We guaranteed, to be specific, we borrowed about $160 million. We put down $20-some million in equity. We guaranteed the lender $15 million of that $160 million, so we have $15 million plus our equity exposure, and we would expect IRRs over 50%.

Excellent.

Good stuff. And then just with respect to wealth management, are there any specific charges that went into this particular quarter or do you see any potential for any negative consequences from brokers that might have left the firm? Is there any way to kind of handicap that?

I mean, look, I think operating the Dow was a loss of $3 million in the middle of a nightmare market while cutting 180 brokers and and integrating two broker-dealers, that ain't that bad. I mean, that's not the worst. And, you know, we were making pretty good money in a better market. So now where we are is we are much more fully integrated. We are getting a benefit from our cash-on-cash dollars at the clearing firms where we get paid on our margin. Execution is slow. Banking is slow. But we've got a really great base where 50% of our revenues are recurring. You know, we just had a We had our chairman's council in Arizona this week with our top brokers. Everybody is, I think, really excited about, you know, being part of a smaller team with a lot more touch points from us and, you know, recognizing the markets are tough. But, no, I think you are going to see steady improvement and profitability all of next year is what I would say.

Great. And then the last one I have is regarding the loan book X, the receivables portfolio. Are there any metrics we can disclose on sort of either the concentration of industries or companies and how do we get more comfortable with?

Yeah, I mean, I, you know, I would say the, that, that piece is about 430 million and 14, 13 or 14 loans. The average loan is, 37 million there's some that are bigger some that are smaller there's some that we never think about and there's some that we think about every other day i mean this is a this is a chaotic environment and so you know we have some businesses that have benefited from it and there's some that are you know are grinding through it so i would say um i i that's that's as much color as i i would give you only because i'm not you know i i think that tells it all this is a this is a this is a you know, it's an interesting environment. But I feel good about, like, we have outside valuators that come in, and every quarter they look at those loans, and I feel really good about the overall book. But, you know, every portfolio you have, whether it's a stock portfolio, a debt portfolio, has some really easy ones and some harder ones, and that's the environment we're in.

Excellent. That wraps up the questions. If you'd like to add some closing remarks.

Thanks, Mike. And I, again, apologize for the Q&A mix up. You know, I would just say that it is fun to be in an environment like 2021 where, you know, you're just trying to keep up with the amount of deal flow. And, you know, everybody's, you know, everybody's super active and it's exciting. But it's at these times like this. where our competitors don't have our diversified revenue stream and don't have our diversified EBITDA stream. And we can invest in people. We can invest in deals. We have a lot of liquidity for companies out there that may need some capital for an acquisition or for whatever. And we have capital, and capital is hard to have. And we think that's going to create a lot of opportunities for us. So we appreciate everybody's interest. We look forward to talking to you next quarter, and for all of our partners at B-Riley Financial and subsidiaries, we thank you for all of your hard work and look forward to talking to everybody.

Thank you, everyone.

Thank you. Before we conclude today's call, I will provide a B-Riley Financial safe harbor statement, which includes important cautions regarding forward-looking statements made during this call. Statements made during this call about B. Riley Financial's future expectations, plans, and prospects, and any other statements regarding matters that are not historical facts may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors should be aware that any forward-looking statements are subject to various risks and uncertainties, that could cause actual results to differ materially from those discussed here today. These risk factors include the unpredictable and ongoing impact of the COVID-19 pandemic, as well as the other risk factors explained in detail in the company's filings with the Securities and Exchange Commission. Please refer to these filings for a more detailed discussion of forward-looking statements and the risks and uncertainties of such statements. All forward-looking statements are made as of today, and except as required by law, the company undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise. Thank you for joining us today for B. Reilly's Financial Third Quarter 2022 Earnings Conference Call. You may now discuss.