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B. Riley struggles to value assets as SEC steps up scrutiny

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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.

Bryant Riley
Bryant Riley

Jon Kopaloff/Photographer: Jon Kopaloff/Getty

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.

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Accounting

AI-Driven Automation and Continuous Accounting Frameworks

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The accounting profession is undergoing a fundamental structural transition as enterprise finance departments shift from periodic month-end closes toward automated continuous accounting models. By integrating specialized machine learning algorithms directly into enterprise resource planning (ERP) platforms, chief accounting officers are transforming financial reporting from a retrospective exercise into a real-time operational asset.

The Shift from Periodic Close to Continuous Financial Reporting
Traditional accounting workflows heavily relied on manual data reconciliation, spreadsheet calculations, and multi-week closing cycles at the end of each fiscal period. In contrast, continuous accounting frameworks utilize automated software agents to process, validate, and post transactional data in real time as business activities occur.

Automated bank reconciliation tools cross-reference incoming bank feeds, invoice records, and purchase orders automatically. By resolving transactional variances instantly throughout the month, corporate accounting teams eliminate the traditional workload spikes associated with quarterly and annual closes.

Machine Learning in Audit Trails and Anomaly Detection
Advanced natural language processing (NLP) and machine learning tools are redefining internal audit and financial control environments. Automated systems analyze 100% of general ledger entries, identifying anomalous transactions, duplicate payments, and unauthorized journal entries in real time.

Rather than relying on random statistical sampling, corporate internal auditors can focus their attention on high-risk flags automatically surfaced by algorithmic monitoring platforms. This continuous risk assessment strengthens internal controls over financial reporting (ICFR) and significantly reduces fraud risk.

Evolving Roles for Accounting Professionals
As routine data entry and manual reconciliation tasks become fully automated, the skill set required for accounting professionals is shifting toward data analysis, system design, and strategic business advisory.
– Systems Governance: Accountants are increasingly responsible for monitoring algorithmic accuracy and managing data integration pipelines.
– Business Partnership: Finance professionals leverage real-time financial dashboards to advise operational leaders on margin management and working capital allocation.
– Regulatory Compliance Management: Accounting teams utilize automated platforms to ensure compliance with dynamic tax codes and international accounting standards.

Core Implementation Recommendations
1. Deploy Automated Reconciliation Tools: Integrate continuous transaction processing modules into existing enterprise ERP architectures.
2. Establish Algorithmic Governance Controls: Implement strict internal testing protocols to ensure automated accounting rules comply with GAAP/IFRS standards.
3. Reskill Accounting Teams: Invest in training finance staff on data analytics, workflow automation, and predictive financial modeling.

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Accounting

Global ESG Reporting Standards and Double Materiality Compliance

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Corporate accounting departments face expanding reporting expectations as international sustainability disclosure standards achieve regulatory enforcement across major global jurisdictions. Chief Accounting Officers (CAOs) and corporate controllers are establishing rigorous internal accounting controls to treat Environmental, Social, and Governance (ESG) metrics with the same data precision, auditability, and governance as traditional financial statements.

Regulatory Harmonization Under Global Sustainability Frameworks
The implementation of standardized sustainability reporting frameworks—notably rules established by international sustainability accounting boards—has created unified expectations for public and large private enterprises. Corporations must report standardized metrics covering greenhouse gas emissions (Scope 1, 2, and material Scope 3), energy utilization, workforce demographics, and supply chain governance.

In Europe and other participating international jurisdictions, double materiality principles are mandatory. Under double materiality, organizations must report both how external sustainability risks impact corporate financial performance, and how internal corporate operations affect surrounding environmental and social structures.

Integrating Sustainability Metrics into Core ERP Systems
To provide auditable non-financial data, enterprise organizations are integrating specialized carbon accounting and ESG management platforms directly into core ERP systems. Automated data collectors capture energy utility invoices, logistics fuel consumption metrics, and vendor compliance records in real time.

Establishing automated, traceable data pipelines ensures that non-financial reporting is supported by clear audit trails. This structured approach allows external financial auditors to provide reasonable assurance on sustainability disclosures during annual corporate reporting cycles.

Financial Impacts and Capital Market Disclosure
Accurate ESG reporting directly influences corporate cost of capital and institutional credit ratings. Commercial lenders and institutional asset managers systematically incorporate sustainability metrics into risk pricing models. Companies that demonstrate transparent, verifiable progress in operational energy efficiency and climate risk mitigation benefit from expanded access to green bond markets and lower debt pricing.

Action Steps for Accounting Leadership
1. Implement Double Materiality Frameworks: Conduct comprehensive assessments to identify material financial and operational sustainability metrics.
2. Build Auditable Non-Financial Data Pipelines: Automate ESG data collection within core accounting software to ensure data integrity.
3. Align Sustainability with Annual Financial Filings: Prepare non-financial disclosures concurrently with financial statements to satisfy regulatory audit expectations.

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Accounting

Modernizing Internal Controls: Machine Learning and Continuous Monitoring in Auditing

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Internal audit departments and corporate risk managers are modernizing internal control frameworks by shifting from periodic sampling techniques to continuous monitoring and machine learning analytics. As operational data volumes increase across enterprise organizations, automated control testing ensures financial integrity, prevents corporate fraud, and streamlines annual audit engagements.

The Limitation of Periodic Audit Sampling
Historically, internal and external auditors evaluated internal controls by reviewing random samples of financial transactions—often analyzing less than five percent of total ledger entries. In complex enterprise environments, periodic sampling methods carry inherent risks of overlooking localized financial misstatements, unauthorized disbursements, or operational control breakdowns.

In 2026, progressive internal audit functions are utilizing automated continuous monitoring platforms that evaluate one hundred percent of financial transactions in real time. Continuous control auditing systems continuously monitor general ledger entries, procurement approvals, and expense reimbursements across all operating subsidiaries.

AI-Powered Fraud Detection and Anomaly Identification
Machine learning models trained on historical corporate financial data excel at identifying subtle transactional anomalies that indicate potential fraud or operational error. Automated systems instantly flag duplicate invoice payments, unapproved vendor creation, unusual journal entry timing, and unauthorized override of authority thresholds.

When an anomaly is detected, the automated auditing platform generates an instant risk alert, allowing internal audit teams to investigate root causes immediately. Early detection prevents minor operational errors from escalating into material weaknesses in financial reporting.

Streamlining External Audit Preparation
Continuous internal control monitoring delivers significant benefits during annual external financial audits. External audit firms can review continuous audit logs and automated control testing documentation, reducing the time required for manual field testing.

This integrated approach lowers overall audit compliance fees, reduces administrative burdens on corporate accounting staff, and provides senior management and audit committees with real-time visibility into the organization’s overall risk profile.

Core Implementation Guidelines
1. Transition to 100% Data Testing: Replace legacy sampling methods with automated continuous audit monitoring systems.
2. Deploy Anomaly Detection Algorithms: Implement machine learning models to identify unauthorized transactions and operational control overrides.
3. Align Internal and External Audit Workflows: Coordinate continuous control testing protocols with external auditors to optimize annual compliance cycles.

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