B. Riley Financial Inc., the embattled investment firm, is struggling to value its assets after months of concern about flawed accounting and a federal investigation culminated in a 52% one-day plunge.
The investment firm late Monday said it couldn’t file its quarterly report with regulators on time, promising only that it would file “as promptly as practical.” The delay, it said, was due to problems in valuing its loans and investments — similar to a weakness auditors identified in April in the company’s annual report.
The Los Angeles-based investment firm suspended its dividend, announced its biggest-ever quarterly loss and confirmed the U.S. Securities and Exchange Commission is investigating the business. B. Riley faces a widening U.S. probe into its accounting practices and deals with a former business partner tied to a collapsed investment fund, Bloomberg News reported.
That sent B. Riley’s shares into a tailspin, and lenders to the firm and its founder sought to reassure investors on the value of the collateral they hold. It’s the third time this year that B. Riley missed a regulatory filing deadline.
The SEC is assessing whether the Los Angeles-based investment firm adequately disclosed the risks embedded in some of its assets, people familiar with the matter said. The agency is also seeking information on the interactions between founder Bryant Riley and longtime business partner Brian Kahn, the former chief executive of Franchise Group Inc., or FRG, the people said. FRG is one of B. Riley’s larger investment holdings.
The inquiry includes a review of possible improper trading by other insiders, said the people, who asked for anonymity because the probe hasn’t been announced by the agency. Another topic regulators have asked about is the movement between companies of receivables due from cash-strapped retail customers whose repayment might be doubtful, the people said.
The SEC’s overlapping civil probes, which involve agency lawyers in Los Angeles, Washington and Philadelphia, are proceeding along with a federal criminal inquiry in New Jersey. Prosecutors are examining the 2020 collapse of an investment fund, Prophecy Asset Management, where Kahn handled most of its assets.
Prophecy investors who lost money have questioned in a lawsuit whether Kahn improperly used Prophecy proceeds to acquire control of FRG for himself. A co-founder of that fund pleaded guilty in November in a $294 million fraud case and is cooperating with prosecutors, who tagged Kahn as an unindicted co-conspirator, Bloomberg previously reported.
Subpoenas received
Bryant Riley told investors in a Monday conference call that he and the company received subpoenas in July from the SEC focused mainly on B. Riley’s dealings with Kahn.
“We are responding to the subpoenas and are fully cooperating with the SEC,” Bryant Riley said. He expects the SEC will conclude “that we had no involvement with or knowledge of any alleged misconduct concerning Brian Kahn or his affiliates.”
Representatives for Kahn didn’t respond to messages seeking comment. Representatives for the SEC and the U.S. Attorney’s Office in New Jersey declined to comment. Kahn, Riley and their companies haven’t been charged with anything by authorities, and the U.S. probes could conclude with no action against any of them.
“At no time during my former business relationship with Prophecy did I know that Prophecy or its principals were allegedly defrauding their investors, nor did I conspire in any fraud,” Kahn said in a November statement.
B. Riley on Monday warned of losses as it wrote down a portion of its stake in FRG and a related loan receivable. It’s expecting a non-cash markdown of about $330 million to $370 million on those assets, according to a company statement. The firm expects losses for the quarter ended June 30 to total $435 million to $475 million.
The SEC investigation is advancing as B. Riley tries to bounce back from two annual losses and correct flaws in its controls identified by its auditors this year. Short sellers have targeted the stock, which has tumbled in the year after B. Riley helped Kahn stage a management-led buyout of FRG.
B. Riley’s finances are complicated by a series of loans, receivables and other asset transfers between the company, FRG and Kahn. Some of those assets and debts underpin the value of other parts of B. Riley’s empire, and short sellers contend that the writedowns could create a domino-like effect on the company’s finances. B. Riley has firmly rejected such a scenario.
Nomura loan
One of the biggest pieces was the FRG buyout deal, which was funded in part by a $600 million loan that Nomura Holdings Inc. arranged for B. Riley as the administrative agent. The Tokyo-based bank committed $240 million to the debt itself, more than any other lender, Bloomberg News has reported.
B. Riley put up about $1.5 billion of various assets as collateral for the Nomura debt. That included about $220 million of FRG shares and another $200 million in the form of a loan to Kahn that was itself secured by more FRG stock.
Bloomberg reported in January that a team of external advisers had encouraged Nomura to write down the value of its loan to B. Riley, citing the allegations against Kahn and warning that the collateral for the debt could be tainted by fraud. Officials at Nomura took no action at that time.
Nomura said in an emailed statement Monday that it holds less than 25% of the syndicated credit facility, which was funded at about $474 million as of March 31. “Our loan is secured and collateral is significant, with FRG-related assets comprising a minority,” Nomura said.
Separately, Bryant Riley — the firm’s biggest individual shareholder — took out a loan in 2019 from Axos Bank in which he pledged 4,389,553 company shares as collateral, according to a B. Riley filing. The loan “is secured by multiple collateral types in addition to pledged shares,” an Axos spokesperson said Monday via email. “This collateral, other than B. Riley stock, is sufficient to secure a majority of the underlying loan.”
The bank’s spokesperson declined to say whether dropping to a specific price would compel Riley to repay the loan or sell some shares.
FRG’s debt to its own lenders is trading at deeply distressed levels, and the firm hired advisers to help find ways to ease the burden. It’s also been hurt by the demise of Conn’s Inc., another furniture chain that went bankrupt within months after buying rival W.S. Badcock from FRG.
Conn’s debt
Conn’s owed B. Riley at least $93 million on a loan when it filed for court protection, according to company filings. B. Riley had said it expects to be fully repaid. Meanwhile, FRG holds a stake in Conn’s preferred shares, which it received as payment for the Badcock sale. The stake is convertible into Conn’s common stock, but those shares have since collapsed with the bankruptcy, slashing the value of FRG’s holdings.
In turn, B. Riley owns almost a third of FRG’s equity. B. Riley has downplayed the potential impact of Conn’s misfortune, saying FRG’s stake was a small part of that firm’s overall holdings.
But S&P Global Ratings said in a July 24 credit downgrade that Conn’s bankruptcy could lead to FRG violating the terms of its own loan. FRG’s capital structure “appears to be unsustainable,” S&P said in its analysis, and its scenario for recoveries after a default showed little or nothing for second-lien term lenders — which typically means equity holders would be left empty handed.
President-elect Donald Trump and his Republican party clarified one aspect of the uncertainty surrounding taxes with a resounding victory in the election.
That means that the many expiring provisions of the Tax Cuts and Jobs Act of 2017 — which Trump signed into law in his first term — are much more likely to remain in force after their potential sunset date at the end of next year. Financial advisors and tax professionals can act without worrying that the rules will shift underneath them to favor much higher income duties.
However, the result also presents Trump and incoming Senate Majority Leader John Thune of South Dakota and House Speaker Mike Johnson of Louisiana with a series of thorny tax policy questions that have tricky, time-sensitive implications, according to Anna Taylor, the deputy leader, and Jonathan Traub, the leader, of Deloitte Tax’s Tax Policy Group. Once again, industry professionals and their clients will be learning the minutiae of House and Senate procedures. Taylor and Traub spoke on a panel last week, following Trump’s victory and their release of a report detailing the many tax policy questions facing the incoming administration.
Considering the fact that the objections of former Sen. Bob Corker of Tennessee “slowed down that process for a number of weeks in 2017” before Republicans “landed” on a deficit increase of $1.5 trillion in the legislation, Taylor pointed out how the looming debate on the precise numbers and Senate budget reconciliation rules will affect the writing of any extensions bill.
“They’re going to have to pick their budget number on the front end,” Taylor said. “They’re going to have to pick that number and put it in the budget resolution, and then they’ll kind of back into their policy so that their policies will fit within their budget constraints. And once you get into that process, you can do a lot in the tax base, but there are still limits. I mean, you can’t do anything that affects the Social Security program. So they won’t be able to do the president’s proposal on getting rid of taxes on Social Security benefits.”
Individual House GOP members will exercise their strength in the negotiations as well, and the current limit on the deduction for state and local taxes represents a key bellwether on how the talks are proceeding, Traub noted.
The president-elect and his Congressional allies will have to find the balance amid the “real tension” between members from New York and California and those from low-tax states such as Florida or Texas who will view any increases to the limit as “too much of a giveaway for the wealthy New Yorkers and Californians,” he said.
“You will need almost perfect unity — more so in the House than the Senate,” Traub said. “This really gives a lot of power, I think, to any small group of House members who decide that they will lie down on the train tracks to block a bill they don’t like or to enforce the inclusion of a provision that they really want. I think the place we’ll watch the most closely at the get-go is over the SALT cap.”
Estimates of a price tag for extending the expiring provisions begin at $4.6 trillion — without even taking into account the cost of President-elect Trump’s campaign proposals to prohibit taxes on tips and overtime pay and deductions and credits for caregiving and buying American-made cars, Taylor pointed out. In addition, the current debt limit will run out on Jan. 1.
The Treasury Department could “use their extraordinary measures to get them through a few more months before they actually have to deal with the limit,” she said.
“But they’re going to have to make a decision,” Taylor continued. “Are they going to try to do the debt limit first, maybe roll it into some sort of appropriations deal early in the year? Or are they going to try to do the debt limit with taxes, and then that’s going to really force them to move really quickly on taxes? So, I don’t know. I don’t know that they have an answer to that yet. I’ll be really interested to see what they say in terms of how they’re going to move that limit, because they’re going to have to do that at some point — rather soon, too.”
Looking further into the future at the end of next year with the deadline on the expiring provisions, Republicans’ trifecta control of the White House and both houses of Congress makes them much more likely to exercise that mandate through a big tax bill rather than a temporary patch to give them a few more months to resolve differences, Traub said.
Both parties have used reconciliation in the wake of the last two presidential elections. A continuing resolution-style patch on a temporary basis would have been more likely with divided government, he said.
“Had that been what the voters called for last Tuesday, I think that the odds of a short-term extension into 2025 would have been a lot higher,” Traub said. “I don’t think that anybody in the GOP majority right now is thinking about a short-term extension. They are thinking about, ‘We have an unusual ability now to use reconciliation to affect major policy changes.'”
Aprio, a Top 25 Firm based in Atlanta, is expanding to Southern California by acquiring Kirsch Kohn Bridge, a firm based in Woodland Hills, effective Nov. 1.
The deal will grow Aprio’s geographic footprint while enabling it to expand into new local markets and industries. Financial terms were not disclosed. Aprio ranked No. 25 on Accounting Today’s 2024 list of the Top 100 Firms, with $420.79 million in annual revenue, 210 partners and 1,851 professionals. The deal will add five partners and 31 professionals to Aprio.
KKB has been operating for six decades offering accounting, tax, and business advisory services to industries including construction, real estate, professional services, retail, and manufacturing. “There is tremendous synergy between Aprio and KKB, which enables us to further elevate our tax, accounting and advisory capabilities and deepen our roots across California,” said Aprio CEO Richard Kopelman in a statement. “Continuing to build out our presence across the West Coast is an important part of our growth strategy and KKB is the right partner to launch our first location in Southern California. Together, we will bring even more robust insights, perspectives and solutions to our clients to help them propel forward.”
The Woodland Hills office will become Aprio’s third in California, in addition to its locations further north in San Francisco and Walnut Creek. Joe Tarasco of Accountants Advisory served as the advisor to Aprio on the transaction.
“We are thrilled to become part of Aprio’s vision for the future,” said KKB managing partner Carisa Ferrer in a statement. “Over the past 60 years, KKB has grown from the ground up to suit the unique and complex challenges of our clients. As we move forward with our combined knowledge, we will accelerate our ability to leverage innovative talent, business processes, cutting-edge technologies, and advanced solutions to help our clients with even greater precision and care.”
House Speaker Mike Johnson said Donald Trump’s plan to end income tax on tips would have to be paid for, injecting a note of caution into one of the president-elect’s key campaign pledges.
“This is one of the promises that he wants to deliver on,” Johnson said Sunday on CNN’s State of the Union. “We’re going to try to make that happen in the Congress. You’ve got to do the math.”
Johnson paired his comment with pledges to swiftly advance Trump’s economic agenda once the newly elected Congress is in place with Republican majorities in the House and Senate. The former president rolled out a series of tax-cut proposals during his successful bid to return to the White House, including rescinding taxes on overtime, Social Security checks and tips.
“You have got to make sure that these new savings for the American people can be paid for and make sure the economy is a pro-growth economy,” said Johnson, who was among allies accompanying Trump to an Ultimate Fighting Championship event at New York’s Madison Square Garden on Saturday night.
Congress faces a tax marathon next year as many of the provisions from the Republicans’ 2017 tax bill expire at the end of 2025. Trump’s declared goal is to extend all of the personal income tax cuts and further reduce the corporate tax rate.
A more immediate challenge may be ahead as Trump seeks to install loyalists as cabinet members for his second term starting in January, including former Representative Matt Gaetz as Attorney General, Robert F. Kennedy Jr. as secretary of health and human services and former Representative Tulsi Gabbard for Director of National Intelligence.
Gaetz was under investigation by the House Ethics Committee for alleged sexual misconduct and illicit drug use, which he has denied. RFK Jr. is a vaccine skeptic and has endorsed misleading messages about vaccine safety.
Donald Trump Jr., the president-elect’s son who has been a key player in the cabinet picks, said he expects many of the choices will face pushback.
“Some of them are going to be controversial,” Trump Jr. said on Fox News’ Sunday Morning Futures. “They’re controversial because they’ll actually get things done.”
‘Because of my father’
Trump Jr. suggested the transition team has options if any candidate fails to pass Senate muster.
“We’re showing him lists of 10 or 12 people for every position,” he said. “So we do have backup plans, but I think we’re obviously going with the strongest candidates first.”
Trump Jr. said incoming Senate Majority leader John Thune owes his post to the president-elect.
“I think we have control of the Senate because of my father,” he said. “John Thune’s able to be the majority leader because of my father, because he got a bunch of other people over the line.”