B. RILEY FINANCIAL, INC. (NASDAQ:RILY) Files An 8-K Financial Statements and ExhibitsItem 9.01 of the Original Filing to provide the audited financial statements and unaudited pro forma financial statements required by Item 9.01. No other modifications to the Original Filing are being made by this Amendment. This Amendment should be read in conjunction with the Original Filing, which provides a more complete description of the MJ Acquisition.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited consolidated balance sheets of magicJack VocalTec Ltd. as of December 31, 2017 and December 31, 2016 and the consolidated statements of operations, consolidated statements of capital equity and consolidated statements of cash flows of magicJack VocalTec Ltd. for each of the three years in the period ended December 31, 2017, and the notes related thereto, are incorporated by reference as Exhibit 99.1 hereto and are incorporated by reference into this Item 9.01(a).
The Report of Independent Registered Public Accounting Firm, issued by BDO USA, LLP, dated March 16, 2018, relating to the magicJack VocalTec Ltd. financial statements are incorporated by reference as Exhibit 99.2 hereto and are incorporated by reference into this Item 9.01(a).
The unaudited condensed consolidated balance sheet of magicJack VocalTec Ltd. as of September 30, 2018 and the unaudited condensed consolidated statements of operations, unaudited condensed consolidated statements of capital equity and unaudited condensed consolidated statements of cash flows of magicJack VocalTec Ltd. for the nine months ended September 30, 2018 and 2017, and the notes related thereto, are incorporated by reference as Exhibit 99.3 hereto and are incorporated by reference into this Item 9.01(a).
(b)Pro Forma Financial Information.
Unaudited pro forma condensed combined financial statements and explanatory notes as of September 30, 2018, for the nine month period ended September 30, 2018 and for the year ended December 31, 2017 are incorporated by reference as Exhibit 99.4 hereto and are incorporated by reference into this Item 9.01(b). Such financial statements are presented for illustrative purposes only and do not necessarily indicate the financial results of the combined companies had the MJ Acquisition actually been consummated at the beginning of the period presented.
(d) Exhibits.
| Exhibit | Description |
| 23.1 |
Consent of BDO USA, LLP, Independent Registered Public Accounting Firm for magicJack VocalTec Ltd. |
| 99.1+ |
The audited consolidated balance sheets of magicJack VocalTec Ltd. as of December 31, 2017 and December 31, 2016 and the consolidated statements of operations, consolidated statements of capital equity and consolidated statements of cash flows of magicJack VocalTec Ltd. for each of the three years in the period ended December 31, 2017, and the notes related thereto (incorporated by reference to Item 8 of magicJack VocalTec Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2017 filed on March 16, 2018 (SEC File No. 000-27648)). |
| 99.2+ |
The Report of Independent Registered Public Accounting Firm, issued by BDO USA, LLP, dated March 16, 2018, relating to the consolidated financial statements of magicJack VocalTec Ltd. (incorporated by reference to Item 8 of magicJack VocalTec Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2017 filed on March 16, 2018 (SEC File No. 000-27648)). |
| 99.3+ |
The unaudited condensed consolidated balance sheet of magicJack VocalTec Ltd. as of September 30, 2018 and the unaudited condensed consolidated statements of operations, unaudited condensed consolidated statements of capital equity and unaudited condensed consolidated statements of cash flows of magicJack VocalTec Ltd. for the nine months ended September 30, 2018 and 2017, and the notes related thereto (incorporated by reference to Part I, Item 1 of the Quarterly Report on Form 10-Q of magicJack VocalTec Ltd. (File No. 000-27648), filed on November 9, 2018). |
|
99.4 |
Unaudited pro forma condensed consolidated financial statements and explanatory notes relating to the MJ Acquisition and related transactions for the nine month period ended September 30, 2018 and for the year ended December 31, 2017. |
+Incorporated by reference. * Schedules omitted to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any of the omitted schedules upon request by the SEC.
B. Riley Financial, Inc. ExhibitEX-23.1 2 s114517_ex23-1.htm EXHIBIT 23.1 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,…To view the full exhibit click here
About B. RILEY FINANCIAL, INC. (NASDAQ:RILY)
B. Riley Financial, Inc. provides collaborative financial services and solutions through several subsidiaries, including: B. Riley & Co. LLC, a investment bank which provides corporate finance, research, and sales and trading to corporate, institutional and high net worth individual clients; Great American Group, LLC, a provider of advisory and valuation services, asset disposition and auction solutions, and commercial lending services; B. Riley Capital Management, LLC, an Investment Advisor, which includes B. Riley Asset Management, a provider of investment products to institutional and high net worth investors, and B. Riley Wealth Management (formerly MK Capital Advisors), a multi-family office practice and wealth management firm focused on the needs of ultra-high net worth individuals and families; and Great American Capital Partners, LLC, a provider of senior secured loans and second lien secured loan facilities to middle market public and private United States companies.
