UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 20, 2018

 

B. RILEY FINANCIAL, INC. 

(Exact name of registrant as specified in its charter)

 

         
Delaware   001-37503   27-0223495
         

(State or other jurisdiction 

of incorporation) 

  (Commission File Number)   (IRS Employer Identification No.)
     

21255 Burbank Boulevard, Suite 400 

Woodland Hills, California 

  91367
     
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (818) 884-3737

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 8.01. Other Events.

 

B. Riley Financial, Inc. (the “Company”) is filing this Current Report on Form 8-K with the Securities and Exchange Commission providing unaudited pro forma condensed combined financial statements and explanatory notes as of December 31, 2017 and for the year ended December 31, 2017 (the “Unaudited Pro Forma Statements”) relating to the merger of magicJack Vocaltec, Ltd. (“magicJack”) with and into the Company (or a subsidiary of the Company), with the Company (or its subsidiary) as the surviving corporation (the “magicJack Merger”), pursuant to an Agreement and Plan of Merger between the Company and magicJack dated November 9, 2017. 

 

The Unaudited Pro Forma Statements show the impact of the magicJack Merger on the historical financial position and results of operations of the Company and magicJack. The Unaudited Pro Forma Statements are presented for illustrative purposes only and do not necessarily indicate the financial results of the combined companies had the companies actually been combined at the beginning of the period presented. The Unaudited Pro Forma Statements are attached as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

 

Description

23.1   Consent of BDO USA, LLP, magicJack’s independent registered public accounting firm.
99.1   Audited Consolidated Financial Statements of magicJack VocalTec Ltd. for the year ended December 31, 2017 (incorporated by reference to Part II, Item 8 of the Annual Report on Form 10-K of magicJack VocalTec Ltd. (File No. 000-27648), filed with the SEC on March 16, 2018).

99.2

 

 

Unaudited pro forma condensed combined financial statements and explanatory notes relating to the magicJack Merger and related transactions as of and for the year ended December 31, 2017. 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

March 20, 2018 B. RILEY FINANCIAL, INC.
   
  By: /s/ Phillip J. Ahn
    Name: Phillip J. Ahn
Title: Chief Financial Officer and Chief Operating Officer

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-221715) and on Form S-8 (No. 333-218457 and 333-202876) of B. Riley Financial, Inc. of our reports dated March 16, 2018, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of magicJack VocalTec Ltd. and Subsidiaries which appear in the Annual Report on Form 10-K for the year ended December 31, 2017 of magicJack VocalTec Ltd., which is incorporated by reference in this Form 8-K.

 

/s/ BDO USA, LLP

 

West Palm Beach, Florida

March 20, 2018

 

 

 

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The unaudited pro forma condensed combined financial information and explanatory notes presented below, which we refer to as the pro forma financial statements, show the impact of the proposed merger of B. Riley Financial, Inc. (“B. Riley”) and magicJack VocalTec Ltd. (“magicJack”) on the historical financial positions and results of operations of B. Riley and magicJack. The pro forma financial statements have been prepared to illustrate the effects of the merger involving B. Riley and magicJack under the acquisition method of accounting with B. Riley treated as the acquiror.

 

Under the acquisition method of accounting, the assets and liabilities of magicJack, as of the effective date of the merger, will be recorded by B. Riley at their respective fair values and the excess of the merger consideration over the fair value of magicJack’s net assets will be allocated to goodwill. The unaudited pro forma condensed combined balance sheet as of December 31, 2017 is presented as if the merger with magicJack had occurred on December 31, 2017. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017 is presented as if B. Riley’s acquisitions of magicJack and FBR & Co. (“FBR”) had each occurred on January 1, 2017, the first day of B. Riley’s 2017 fiscal year. The historical combined financial information has been adjusted to reflect factually supportable items that are directly attributable to the merger and, with respect to the statement of operations only, expected to have a continuing impact on combined results of operations. 

 

The pro forma financial statements are presented for illustrative purposes only and do not necessarily indicate the financial results of the combined companies had the companies actually been combined at the beginning of the period presented. The adjustments included in these pro forma financial statements are preliminary and may be revised. The pro forma financial statements also do not consider any potential impacts of potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions, among other factors.

 

The pro forma financial statements and accompanying notes should be read in conjunction with the separate historical financial statements and accompanying notes of B. Riley, magicJack, and FBR included in B. Riley’s and magicJack’s respective Annual Reports on Form 10-K for the year ended December 31, 2017 and the Current Report on Form 8-K/A filed by B. Riley with the SEC on June 28, 2017 incorporated herein by reference.

 

 

 

 

Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2017 

 

B. RILEY FINANCIAL, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED COMBINED BALANCE SHEET

(UNAUDITED)

AS OF DECEMBER 31, 2017

 

    B. RILEY FINANCIAL, INC. (a)     MAGICJACK
VOCALTEC
LTD. (b)
      PRO FORMA ADJUSTMENTS     PRO FORMA TOTAL  
    (Dollars in thousands, except par value)          
                             
Assets                                  
Cash and cash equivalents   $ 132,823     $ 52,638 (2)     $ (143,170 )   $ 36,791  
                (3)       (5,500 )        
Restricted cash     19,711                     19,711  
Due from clearing brokers     31,479                     31,479  
Securities and other investments owned, at fair value     145,360       369               145,729  
Securities borrowed     807,089                     807,089  
Accounts receivable, net     20,015       2,428               22,443  
Inventories           1,880               1,880  
Deferred costs           1,936               1,936  
Due from related parties     5,689                     5,689  
Advances against customer contracts     5,208                     5,208  
Prepaid expenses and other assets     22,605       4,799               27,404  
Property and equipment, net     11,977       2,772               14,749  
Goodwill     98,771       32,304 (1)       76,983       175,754  
                (4)       (32,304 )        
Other intangible assets, net     56,948       10,190 (1)       56,700       113,648  
                (5)       (10,190 )        
Deferred income taxes     29,229       31,726 (1)       (15,421 )     45,534  
Total assets   $ 1,386,904     $ 141,042       $ (72,902 )   $ 1,455,044  
                                   
Liabilities                                  
Accounts payable   $ 2,650     $ 3,199       $     $ 5,849  
Accrued expenses and other liabilities     71,685       20,241 (6)       4,002       95,928  
Deferred revenue     3,141       81,040 (7)       (30,840 )     53,341  
Due to partners     1,578                     1,578  
Securities sold not yet purchased     28,291                     28,291  
Securities loaned     803,371                     803,371  
Mandatorily redeemable noncontrolling interests     4,478                     4,478  
Notes payable     2,243                     2,243  
Senior notes payable     203,621                     203,621  
Total liabilities     1,121,058       104,480         (26,838 )     1,198,700  
                                   
Equity:                                  
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued                          
Common stock, $0.0001 par value; 40,000,000 shares authorized; 26,569,432 issued and outstanding at December 31, 2017     2       112,038 (1)       (112,038 )     2  
Additional paid-in capital     259,980       13,848 (1)       (13,848 )     259,980  
                (1)       154,824          
                (2)       (143,170 )        
                (4)       (32,304 )        
                (5)       (10,190 )        
                (7)       30,840          
Treasury stock             (118,146 )(1)       118,146        
Retained earnings (deficit)     6,582       28,822 (3)       (5,500 )     (2,920 )
                (6)       (4,002 )        
                (8)       (28,822 )        
Accumulated other comprehensive loss     (534 )                   (534 )
Total stockholders’ equity     266,030       36,562         (46,064 )     256,528  
Noncontrolling interests     (184 )                   (184 )
Total equity (deficit)     265,846       36,562         (46,064 )     256,344  
Total liabilities and equity (deficit)   $ 1,386,904     $ 141,042       $ (72,902 )   $ 1,455,044  

 

The accompanying notes are an integral part of this statement. 

 

 
 

 

Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2017

 

B. RILEY FINANCIAL, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(UNAUDITED)

FOR THE YEAR ENDED DECEMBER 31, 2017

 

    B. RILEY FINANCIAL, INC. (a)     FBR & Co., INC.
 (b)
    MAGICJACK VOCALTEC LTD.
 (c)
    PRO FORMA ADJUSTMENTS     PRO FORMA TOTAL  
    (Dollars in thousands, except share data)          
                                 
Revenues:                                        
Services and fees   $ 304,841     $ 44,109     $ 87,993 (11)   $ (13,920 )   $ 423,023  
Interest income - Securities lending     17,028       10,171                   27,199  
Sale of goods     307                         307  
Total revenues     322,176       54,280       87,993       (13,920 )     450,529  
Operating expenses:                                        
Direct cost of services     55,501             32,938 (13)      (3,042 )     7,137  
                        (14)     1,740          
Cost of goods sold     398                         398  
Selling, general and administrative expenses     213,008       59,371       52,603 (9)      (1,630 )     3,365  
                        (10)      298          
                        (12)      (5,037 )        
                        (15)      (48 )        
                        (16)      4,800          
Interest expense - Securities lending     12,051       6,924                   18,975  
Impairment of goodwill and intangible assets                 31,527             31,527  
Restructuring charge     12,374                         12,374  
Consideration adjustment                 (894 )           (894 ) 
Total operating expenses     293,332       66,295       116,174       (2,919 )     2,882  
                                         
Operating income (loss)     28,844       (12,015 )     (28,181 )     (11,001 )     (22,353)  
                                         
Other income (expense):                                        
Interest and dividend income     420             123             543  
Loss from equity investment     (437 )                       (437 )
Interest expense     (8,382 )                       (8,382 )
Other expense, net                 (34 )           (34 )
                                         
Income (loss) before income taxes     20,445       (12,015 )     (28,092 )     (11,001 )     (30,663 )
Benefit (provision) for income taxes     (8,510 )     (52 )     3,129 (17)      17,366       11,933  
                                         
   Net income (loss)     11,935       (12,067 )     (24,963 )     6,365       (18,730 )
Net income attributable to noncontrolling interests     379                         379  
Net income (loss) attributable to common stockholders   $ 11,556     $ (12,067 )   $ (24,963 )   $ 6,365     $ (19,109 )
                                         
                                         
Cash dividends per share   $ 0.67     $ 7.81                     $ 0.67  
                                         
Basic earnings per share   $ 0.50                             $ (0.73 )
Diluted earnings per share   $ 0.48                             $ (0.73 )
Weighted average basic shares outstanding     23,181,388                         (18)   26,150,502  
Weighted average diluted shares outstanding     24,290,904                         (18)   26,150,502  

 

 

The accompanying notes are an integral part of this statement.                                      

 

 

 

 

Notes to Unaudited Pro Forma Condensed Combined Financial Information 

(Dollar amounts in thousands, except share data)

 

NOTE 1 - ACQUISITION

 

Subject to the terms and conditions of the merger agreement, at the effective time of the merger, each outstanding magicJack common share will be purchased for $8.71 per common share in cash. The total consideration paid by B. Riley is approximately $143,170, which includes $2,156 of consideration attributable to the accelerated vesting of magicJack stock options and restricted stock awards units.

 

NOTE 2 – PRO FORMA ADJUSTMENTS AND ASSUMPTIONS

 

The pro forma adjustments to the condensed combined balance sheet give effect to the acquisition of magicJack as if the transaction had occurred on December 31, 2017. The pro forma adjustments to the condensed combined statement of operations for the year ended December 31, 2017 give effect to the acquisitions of magicJack and FBR as if the transactions had been completed as of January 1, 2017. The pro forma financial statements were based on, and should be read in conjunction with, the financial statements indicated below. The pro forma financial statements have been presented for informational purposes only and are not necessarily indicative of what the combined company’s results of operations and financial position would have been had the acquisition of magicJack and FBR been completed on the dates indicated. The pro forma financial statements do not reflect the cost of any integration activities or benefits that may result from synergies that may be derived from any integration activities or corporate overhead that will not be duplicated. In addition, the pro forma financial statements do not purport to project the future results of operations or financial position of the combined company. 

 

The pro forma condensed combined statement of operations for the year ended December 31, 2017 exclude $5,037 of nonrecurring charges which resulted directly from the pending acquisition of magicJack and $1,630 of nonrecurring charges which resulted directly from the acquisition of FBR on June 1, 2017. These expenses primarily relate to professional fees directly related to the transactions.

 

 

 

Balance Sheet – December 31, 2017

 

a.Derived from the audited balance sheet of B. Riley as of December 31, 2017 contained in the Form 10-K filed with the SEC on March 14, 2018.

 

b.Derived from the audited balance sheet of magicJack as of December 31, 2017 contained in the Form 10-K filed with the SEC on March 16, 2018.

 

(1)Reflects the acquisition of magicJack based on preliminary cash consideration of $143,170, compromising purchase of all of the outstanding common shares of magicJack and consideration attributable to the accelerated vesting of magicJack stock options and restricted stock awards units, as more fully described in Note 2 – Pro Forma Adjustments and Assumptions. The preliminary consideration was determined using the outstanding common shares of magicJack as of December 31, 2017 and the estimated consideration attributable to the accelerated vesting of magicJack stock options and restricted stock awards units and is subject to change based on the final number of outstanding magicJack common shares, stock options and restricted stock awards outstanding on the closing date.  The pro forma purchase price adjustments are based on B. Riley management’s estimate of the fair value of the assets and liabilities acquired, and are subject to change and future adjustment upon completion of a final valuation and to the extent that additional information is obtained about the facts and circumstances that will exist on the closing date, and have been made solely for the purpose of providing the unaudited pro forma combined financial information presented herewith. Differences between these provisional estimates and the final acquisition accounting will occur and these differences could have a material impact on the accompanying pro forma financial statements and B. Riley’s future results of operations and financial position.

 

The following table summarizes the consideration paid by B. Riley and the estimated fair values of the assets acquired.

 

Consideration paid by B. Riley:  

Number of magicJack common shares outstanding at December 31, 2017   16,189,894 
Cash purchase price per common share  $8.71 
Total cash consideration for common shares of magicJack  $141,014 
Cash consideration for fair value magicJack stock options and restricted stock awards from acceleration of vesting (a)   2,156 
Total cash consideration  $143,170 

 

(a)The fair value of magicJack stock options and restricted stock awards were adjusted to give effect to the acquisition of magicJack as if the transaction had occurred on December 31, 2017 and is subject to change based on the final outstanding magicJack stock options and restricted stock awards outstanding on the closing date.

 

Tangible assets acquired and assumed: 

Cash and cash equivalents  $52,638 
Investments   369 
Accounts receivable   2,428 
Inventories   1,880 
Deferred costs   1,936 
Prepaid expenses and other assets   4,799 
Property and equipment   2,772 
Accounts payable   (3,199)
Accounts expenses and other liabilities   (20,241)
Deferred revenue   (50,200)
Deferred tax assets   16,305 
Customer relationships   46,000 
Other intangible assets   8,700 
Tradename   2,000 
Goodwill   76,983 
Total  $143,170 

 

 

 

The total consideration for the merger has been reflected as $143,170. Total consideration paid was allocated to the tangible and intangible assets and liabilities assumed based on B. Riley management’s estimate of their respective fair values at the date of the merger with the remaining unallocated purchase price in the amount of $76,983 recorded as goodwill. The deferred tax asset is the result of tax attributes to be acquired from magicJack (primarily net operating loss carryforwards) and the tax effect of the customer list and tradename which is not expected to be deductible for income tax purposes.

 

Management is responsible for the valuation of net assets and considered a number of factors when estimating the fair values and estimated useful lives of acquired assets and liabilities.

 

(2) Reflects the reduction in cash of $143,170 which includes: (a) $141,014 as if the magicJack shareholders were paid  $8.71 per share on December 31, 2017 based upon 16,189,894 magicJack common shares outstanding as of December 31, 2017 and (b) $2,156 of estimated consideration attributable to the accelerated vesting magicJack stock options and restricted stock awards units as if the transaction had occurred on December 31, 2017.
   
(3) Reflects estimated expenses of $5,500 to be incurred by B. Riley and magicJack in connection with the acquisition of magicJack by B. Riley.  
   
(4) Reflects the elimination of historical goodwill of magicJack in the amount of $32,304.  
   
(5) Reflects the elimination of historical other intangible assets of magicJack in the amount of $10,190.  
   
(6) Reflects transaction bonuses to magicJack senior management in the amount of $4,002 that is payable in accordance with their employment agreements, as a result of change in control provisions.
   
(7) Reflects fair value adjustment to decrease deferred revenue in the amount of $30,840.
   
(8) Reflects the elimination of the historical retained earnings of magicJack in the amount of $28,822.

 

Statement of Operations – Year Ended December 31, 2017

 

  a. Derived from the audited statement of operations of B. Riley for the year ended December 31, 2017 contained in the Form 10-K filed with the SEC on March 14, 2018.
     
  b. Derived from the unaudited operating results of FBR for the period from January 1, 2017 to June 1, 2017 contained in the Current Report on Form 8-K/A filed by B. Riley with the SEC on June 28, 2017. FBR was acquired by B. Riley on June 1, 2017 and the results of operations of FBR prior to the acquisition date of June 1, 2017 are not included in the historical statement of operations of B. Riley in a. above for the year ended December 31, 2017.  
     
  c. Derived from the audited statement of operations of magicJack for the year ended December 31, 2017 contained in the Form 10-K filed with the SEC on March 16, 2018.
     
FBR Pro Forma Adjustments
 
(9) Reflects the elimination of nonrecurring charges in the amount of $1,630 included in the historical results of operations of B. Riley and FBR which resulted directly from the acquisition of FBR by B. Riley.  These amounts primarily related to legal and other professional fees.
   
(10) Reflects the estimated amortization expense of $298 for intangible assets related to customer relationships acquired as a result of the acquisition of FBR using the straight-line method.  The estimated useful life of the customer list is 7 years.  
   
magicJack Pro Forma Adjustments
 
(11) Reflects the estimated reduction in revenues of $13,920 for the fair value adjustment for deferred revenue related to the acquisition of magicJack. Upon completion of the final valuation of magicJack the fair value of deferred revenue for the purchase accounting and the estimated impact on revenues may change.
       

 

 

 

(12) Reflects the elimination of nonrecurring charges in the amount of $5,037 included in the historical results of operations of B. Riley and magicJack which resulted directly from the acquisition of magicJack by B. Riley.  These amounts primarily related to legal and other professional fees.
   
(13) Reflects the elimination of the historical amortization expense of magicJack of $3,042 related to technology, intellectual property rights, in-process development and customer relationships.
   
(14) Reflects the estimated amortization expense of $1,740 for intangible assets related to technology, intellectual property rights and in-process development acquired as a result of the acquisition of magicJack using the straight-line method.  The estimated useful life of the amortizable intangible assets is estimated to be 5 years.  Upon completion of the final valuation of magicJack the fair value of intangible assets for the purchase accounting and the estimated useful life of the intangible assets may change.
   
(15) Reflects the elimination of the historical amortization expense of magicJack of $48 related to covenants not-to-compete and process know how.
   
(16) Reflects the estimated amortization expense of $4,800 for intangible assets related to customer relationships and tradenames acquired as a result of the acquisition of magicJack using the straight-line method.  The estimated useful life of the amortizable intangible is 10 years.  Upon completion of the final valuation of magicJack the fair value of intangible assets for the purchase accounting and the estimated useful life of the intangible assets may change.
   
B Riley Pro Forma Adjustments
 
(17) Reflects pro forma adjustment for the benefit for income taxes of $17,366 for the year ended December 31, 2017 based on the impact of a combined federal and state statutory tax rate of 40.0% on the pro forma income and pro forma adjustments that is subject to income tax expense for FBR and magicJack.   
   
(18) Pro forma earnings per share, basic and diluted, are based on the weighted average number of B. Riley common shares as if the shares issued in connection with the acquisition of FBR occurred on January 1, 2017.  Pro forma earnings per share is computed by dividing pro forma net income by the pro forma weighted-average number of B. Riley common shares outstanding during the year as follows:
       

B. Riley Weighted Average Basic Shares outstanding   23,181,388 
Incremental B. Riley Weighted Average Basic Shares outstanding as if the shares issued in connection with the acquisitions had occurred on January 1, 2017   2,969,114 
Pro Forma Weighted Average Basic Shares outstanding   26,150,502 
      
B. Riley Weighted Average Diluted Shares outstanding   24,290,904 
Reduction in B. Riley Weighted Average Diluted Shares outstanding which are anti-dilutive   (1,109,516)
Incremental B. Riley Weighted Average Diluted Shares outstanding as if the shares issued in connection with the acquisitions had occurred on January 1, 2017   2,969,114 
Pro Forma Weighted Average Diluted Shares outstanding   26,150,502