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BRC Group Holdings Inc

BRC Group Holdings, Inc. Reports Third Quarter 2025 Financial Results

Third Quarter 2025 Net Income Available to Common Shareholders of $89.1 Million

Third Quarter 2025 Form 10-Q Filed Prior to Nasdaq's January 20, 2026 Deadline, Bringing SEC Periodic Reporting Current

LOS ANGELES , Jan. 14, 2026 /PRNewswire/ -- BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (NASDAQ: RILY) ("BRC" or the "Company"), a diversified holding company, today announced the filing of its Quarterly Report on Form 10-Q for the three-month period ended September 30, 2025.

Third Quarter 2025 Highlights

  • Strong financial performance in the third quarter was led by the Capital Markets segment with $65.4 million in services and fee revenues, the highest quarterly total since the fourth quarter 2023, and segment income of $60.7 million; Wealth segment net income improvement; and consistent financial performance from the Communications segment.
  • Total debt was $1.44 billion, and net debt(5) was $702.9 million; reduced net debt in the third quarter by over $120 million through bond exchanges and investment asset appreciation.
  • Filed three Form 10-Qs for Q1, Q2 & Q3 2025 within 120 days, achieving NASDAQ compliance ahead of deadline and bringing our financial reporting current.

Bryant Riley, Chairman and Co-Chief Executive Officer of BRC, commented: "We are pleased with the third quarter financial results. B. Riley Securities had a very strong quarter across investment banking, advisory, and research and trading with equity and debt capital raises totaling approximately $10.5 billion while delivering product innovation.  Our Communications segment produced strong cash flow, consistent with previous quarters.  B. Riley Wealth enhanced products and services for clients, while reducing costs and integrating its back office.  

"Our comprehensive transformation efforts across our businesses, operations, and balance sheet throughout 2025 have significantly enhanced our position for 2026.

"The decision to change our name to BRC Group Holdings reflects our evolution over the last three decades from primarily a financial services platform to a portfolio of diverse, distinct companies."

Scott Yessner, Chief Financial Officer of BRC, commented: "With today's filings, BRC has met the continued listing quarterly report filing deadlines required by Nasdaq and brought our SEC periodic reporting current. We want to thank our team and business partners for their unwavering focus and commitment during this demanding period and congratulate our team on the incredible accomplishment of filing three Form 10-Qs in 120 days."

BRC Third Quarter 2025 Financial Results Summary













Three Months Ended 




September 30,











(Dollars in thousands, except for share data)


2025


2024












Net income (loss) available to common shareholders


$

89,068


$

(286,412)












Basic income (loss) per common share


$

2.91


$

(9.39)



Diluted income (loss) per common share


$

2.91


$

(9.39)









































Three Months Ended 




September 30,











(Dollars in thousands)


2025


2024












   Operating Revenues (1)


$

244,102


$

253,113



   Investment Gains (Losses) (2)



33,769



(77,749)



        Total Revenues


$

277,871


$

175,364












   Total Adjusted EBITDA (3)


$

112,204


$

(89,524)



   Operating Adjusted EBITDA (4)


$

57,951


$

12,011











 

  • Net income available to common shareholders was $89.1 million, compared to a net loss of $(286.4) million in the third quarter 2024.
  • Revenues were $277.9 million, compared to $175.4 million in the third quarter 2024.
  • Operating revenues(1) were $244.1 million, compared to $253.1 million in the third quarter 2024.
  • Adjusted EBITDA(3) was $112.2 million, compared to $(89.5) million in the third quarter 2024.
  • Operating adjusted EBITDA(4) was $58.0 million, compared to $12.0 million in the third quarter 2024.
  • Total debt was $1.44 billion, with net debt(5) of $702.9 million, compared to $1.77 billion and $1.06 billion, respectively, as of December 31, 2024.
  • Cash, cash equivalents, and restricted cash was $185.5 million, compared to $247.3 million as of December 31, 2024.
  • Securities and other investments owned were $315.5 million and total investments(6) were $406.7 million, compared to $282.3 million and $432.6 million as of December 31, 2024, respectively.
  • Basic and diluted earnings per common share (EPS) were $2.91 compared to $(9.39) in the third quarter 2024.
  • Third quarter results came within previous estimates, except for net income available to common shareholders, which exceeded the top end of the range by approximately $12 million due to lower income tax provision.

Segment Third Quarter 2025 Financial Results Summary

















Segment Revenues


Segment Income (Loss)




Three Months Ended September 30,


Three Months Ended September 30,



(Dollars in thousands)

2025


2024


2025


2024



Capital Markets


$      116,219



$       (24,690)



$        60,698



$       (62,319)



Wealth Management


42,403



50,059



7,190



780



Communications


60,366



67,559



12,040



8,307



Consumer Products


46,967



49,793



(1,330)



(3,506)



E-Commerce


-



8,982



-



(5,188)
















 

  • Capital Markets segment revenues increased to $116.2 million, up from $(24.7) million in the same prior year period. Segment income increased to $60.7 million, up from $(62.3) million in the same prior year period.
  • Wealth Management segment revenues decreased to $42.4 million, down from $50.1 million in the same prior year period. Segment income increased to $7.2 million, up from $0.8 million in the same prior year period. B. Riley Wealth had over $13 billion of client assets under management as of September 30, 2025.
  • Communications segment revenues decreased to $60.4 million, down from $67.6 million in the same prior year period. On a combined basis, communications businesses – magicJack, United Online, Credo Mobile, and Lingo – generated segment income of $12.0 million for the third quarter of 2025.
  • Consumer Products segment revenues decreased to $47.0 million, down from $49.8 million in the same prior year period. Segment loss decreased to $(1.3) million, down from $(3.5) million in the same prior year period. 

About BRC Group Holdings, Inc.
 BRC Group Holdings, Inc. (Nasdaq: RILY) is a diversified holding company, including financial services, telecom, and retail, and investments in equity, debt and venture capital. Our core financial services platform provides small cap and middle market companies customized end-to-end solutions at every stage of the enterprise life cycle. Our banking business offers comprehensive services in capital markets, sales, trading, research, merchant banking, M&A, and restructuring. Our wealth management business offers wealth management and financial planning services including brokerage, investment management, insurance, and tax preparation. Our telecom businesses provide consumer and business services including traditional, mobile and cloud phone, internet and data, security, and email. Our retail businesses provide mobile computing accessories and home furnishings. BRC deploys its capital inside and outside its core financial services platform to generate shareholder value through opportunistic investments. For more information, please visit www.brcgh.com.

Footnotes
See "Note Regarding Use of Non-GAAP Financial Measures" for further discussion of these non-GAAP terms. A reconciliation of Operating Revenues, Adjusted EBITDA, Operating Adjusted EBITDA, Total Investments, and Net Debt to the comparable GAAP financial measures is included in the financial statements portion of this press release.

(1) Operating Revenues is defined as the sum of (i) service and fees, (ii) interest income – loans, (iii) interest Income - securities lending, (iv) fixed income spread, (v) trading gains attributable to variable interest transactions, and (vi) sales of goods.

(2) Investment Gains (Losses) is defined as sum of (i) trading gains (losses), net and (ii) fair value adjustments on loans, less fixed income spread and trading gains attributable to variable rate transactions.

(3) Adjusted EBITDA includes earnings from continuing operations before interest, taxes, depreciation, amortization, restructuring charge, share-based payments, gain or loss on extinguishment of loans, gain on bargain purchase, gain on sale and deconsolidation of businesses, gain on senior note exchange, impairment of goodwill and tradenames, and transaction related and other costs.

(4) Operating Adjusted EBITDA is defined as Adjusted EBITDA excluding (i) trading gains (losses), net, net of (a) fixed income spread and (b) trading gains attributable to variable rate transactions, (ii) fair value adjustments on loans, (iii) realized and unrealized gains (losses) on investments net of gains attributable to variable rate transactions, and (iv) other investment-related expenses.

(5) Net Debt is defined as the sum of (a) term loans, net, (b) senior notes payable, net, (c) revolving credit facility, and (d) notes payable, net of (i) cash and cash equivalents, (ii) restricted cash, (iii) due from clearing brokers net of due to clearing brokers, and (iv) Total Investments.

(6) Total Investments is defined as the sum of (a) securities and other investments owned net of (i) securities sold not yet purchased and (ii) noncontrolling interest related to investments from continuing operations, (b) loans receivable, at fair value net of loan participations sold, and (c) other investments reported in prepaid and other assets.

Note Regarding Use of Non-GAAP Financial Measures
Certain of the information set forth herein, including Adjusted EBITDA, Operating Adjusted EBITDA, Investment Adjusted EBITDA, Operating Revenues, Investment Gains (Losses), Total Investments, and Net Debt, may be considered non-GAAP financial measures. BRC Group Holdings, Inc. believes this information is useful to investors because it provides a basis for measuring the Company's available capital resources, the operating performance of its business and its revenues and cash flow, (i) excluding in the case of Adjusted EBITDA, net interest expense, provisions for or benefit from income taxes, depreciation, amortization, restructuring charge, gain or loss on extinguishment of loans, gain on bargain purchase, gain on sale and deconsolidation of businesses, gain on senior note exchange, impairment of goodwill and tradenames, share-based compensation and transaction related and other costs, (ii) excluding in the case of Operating Adjusted EBITDA, the aforementioned adjustments for adjusted EBITDA as well as trading gains (losses), net, net of fixed income spread and trading gains attributable to variable rate transactions,  fair value adjustments on loans, realized and unrealized gains (losses) on investments net of gains attributable to variable rate transactions, and other investment related expenses, (iii) excluding in the case of Operating Revenues, trading gains (losses), net and fair value adjustments on loans less fixed income spread and trading gains attributable to variable rate transactions, (iv) including in the case of Investment Gains (Losses), the aforementioned excluded items of Operating Revenues, (v)  including in the case of Total Investments, securities and other investments owned net of (a) securities sold not yet purchased and (b) noncontrolling interest related to investments from continuing operations, loans receivable, at fair value net of loan participations sold, and other investments reported in prepaid and other assets, (vi) including in the case of Net Debt, term loans, net, senior notes payable, net, revolving credit facility, and notes payable net of (a) cash and cash equivalents, (b) restricted cash, (c) due from clearing brokers net of due to clearing brokers, and (d) aforementioned included items of Total Investments, that would normally be included in the most directly comparable measures calculated and presented in accordance with Generally Accepted Accounting Principles ("GAAP"). In addition, the Company's management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company's operating performance, management compensation, capital resources, and cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-financial measures as reported by the Company may not be comparable to similarly titled amounts reported by other companies.

Forward-Looking Statements
Statements made in this press release that are not descriptions of historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on management's current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition, and stock price could be materially negatively affected. You should not place undue reliance on such forward-looking statements, which are based on the information currently available to us and speak only as of today's date. The Company assumes no duty to update forward-looking statements, except as required by law. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's performance or achievements to be materially different from any expected future results, performance, or achievements. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, some of which are beyond the control of the Company, including, but not limited to, the risks described from time to time in the Company's periodic filings with the SEC, including, without limitation, the risks described in the Company's 2024 Annual Report on Form 10-K, its Quarterly Report on Form 10-Q for the period ended March 31, 2025, its Quarterly Report on Form 10-Q for the period ended June 30, 2025 and its Quarterly Report on Form 10-Q for the period ended September 30, 2025 under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" (as applicable). These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements.

 

BRC GROUP HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(Dollars in thousands, except par value)




















September 30,


December 31,








2025


2024









(Unaudited)




Assets






Assets











Cash and cash equivalents

$

184,225


$

146,852


Restricted cash


1,274



100,475


Due from clearing brokers


148,291



30,713


Securities and other investments owned (includes $245,475 and $215,225 at fair value as of

September 30, 2025 and December 31, 2024, respectively)


315,466



282,325


Securities borrowed


106,777



43,022


Accounts receivable, net of allowance for credit losses of $6,580 and $6,100 as of September 30,

2025 and December 31, 2024, respectively


63,457



68,653


Due from related parties


202



189


Loans receivable, at fair value (includes $27,845 and $51,902 from related parties as of

September 30, 2025 and December 31, 2024, respectively)


55,018



90,103


Prepaid expenses and other assets (includes $118 and $3,449 from related parties as of

September 30, 2025 and December 31, 2024, respectively)


219,401



242,916


Operating lease right-of-use assets


36,263



51,509


Property and equipment, net


18,084



18,679


Goodwill




392,687



392,687


Other intangible assets, net


124,645



146,446


Deferred income taxes


1,300



13,598


Assets held for sale


—



84,723


Assets of discontinued operations


2,221



70,373



Total assets

$

1,669,311


$

1,783,263

Liabilities and Equity (Deficit)






Liabilities










Accounts payable

$

41,429


$

51,238


Accrued expenses and other liabilities


183,395



185,745


Deferred revenue


51,982



58,148


Deferred income taxes


2,328



5,462


Due to related parties and partners


2,595



3,404


Securities sold not yet purchased


22,375



5,675


Securities loaned


89,165



27,942


Operating lease liabilities


44,901



58,499


Notes payable


—



28,021


Loan participations sold


—



6,000


Revolving credit facility


10,167



16,329


Term loans, net


121,924



199,429


Senior notes payable, net


1,311,311



1,530,561


Liabilities held for sale


—



41,505


Liabilities of discontinued operations


830



21,321



Total liabilities


1,882,402



2,239,279













Commitments and contingencies






BRC Group Holdings, Inc. equity (deficit):







Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 4,563 issued and
outstanding as of September 30, 2025 and December 31, 2024; liquidation preference
of $120,127 and $114,082 as of September 30, 2025 and December 31, 2024, respectively


—



—


Common stock, $0.0001 par value; 100,000,000 shares authorized; 30,597,066 and 30,499,931

issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.


3



3


Additional paid-in capital


596,320



589,387


Accumulated deficit


(850,129)



(1,070,996)


Accumulated other comprehensive loss


(6,654)



(6,569)



Total Registrant stockholders' deficit


(260,460)



(488,175)

Noncontrolling interests


47,369



32,159



Total deficit


(213,091)



(456,016)




Total liabilities and deficit

$

1,669,311


$

1,783,263

 

BRC GROUP HOLDINGS, INC.

Condensed Consolidated Statement of Operations (Loss)

(Unaudited)

(Dollars in thousands, except share and per share data)


























Three Months Ended 


Nine Months Ended 








September 30,


September 30,








2025


2024


2025


2024

Revenues:



























Services and fees (includes $1,319 and $2,227 for the three months ended

September 30, 2025 and 2024 and $9,168 and $7,802 for the nine months

ended September 30, 2025 and 2024 from related parties, respectively) 

$

170,668


$

174,573


$

475,279


$

591,563


Trading gains (losses), net


53,012



(1,238)



64,521



(50,226)


Fair value adjustments on loans (includes $(49) and $(68,768) for the three

months ended September 30, 2025 and 2024 and  $(3,185) and $(265,512)

for the nine months ended September 30, 2025 and 2024 from related

parties, respectively) 


1,299



(71,477)



(5,997)



(259,260)


Interest income - loans (includes $647 and $7,472 for the three months

ended September 30, 2025 and 2024 and  $1,818 and $34,875 for the nine

months ended September 30, 2025 and 2024 from related parties,

respectively) 


2,094



11,251



9,143



51,894


Interest income - securities lending


2,523



7,007



5,487



69,614


Sale of goods


48,275



55,248



140,803



164,254



Total revenues


277,871



175,364



689,236



567,839

Operating expenses:













Direct cost of services


31,291



49,659



107,207



168,008


Cost of goods sold


35,001



40,312



106,847



118,897


Selling, general and administrative expenses


143,892



161,075



453,649



518,029


Restructuring charge


184



116



505



925


Impairment of goodwill and tradenames


—



—



1,500



27,681


Interest expense - Securities lending and loan participations sold


2,094



6,359



4,781



65,055



Total operating expenses


212,462



257,521



674,489



898,595




Operating income (loss) 


65,409



(82,157)



14,747



(330,756)

Other income (expense):













Interest income


1,491



1,432



3,469



2,892


Dividend income


564



675



821



4,139


Realized and unrealized gains (losses) on investments


32,756



(22,197)



28,472



(212,362)


Change in fair value of financial instruments and other


(3,314)



—



9,492



—


Gain on sale and deconsolidation of businesses


—



476



86,213



790


Gain on senior note exchange


12,222



—



67,208



—


Income from equity investments


9,193



6



34,244



12


Loss on extinguishment of debt


(950)



(5,900)



(21,643)



(5,780)


Interest expense


(18,769)



(32,996)



(72,685)



(102,195)



Income (loss) from continuing operations before income taxes


98,602



(140,661)



150,338



(643,260)

Provision for income taxes


(1,183)



(9,950)



(1,194)



(17,803)



Income (loss) from continuing operations


97,419



(150,611)



149,144



(661,063)



(Loss) income from discontinued operations, net of income taxes


(1,866)



(136,987)



70,841



(108,270)




Net income (loss)


95,553



(287,598)



219,985



(769,333)

Net income (loss) attributable to noncontrolling interests


4,470



(3,201)



(594)



(2,167)



Net income (loss) attributable to Registrant


91,083



(284,397)



220,579



(767,166)

Preferred stock dividends


2,015



2,015



6,045



6,045



Net income (loss) available to common shareholders

$

89,068


$

(286,412)


$

214,534


$

(773,211)



















Basic income (loss) per common share:














Continuing operations

$

2.97


$

(5.02)


$

4.70


$

(22.01)



Discontinued operations


(0.06)



(4.37)



2.32



(3.52)



Basic income (loss) per common share

$

2.91


$

(9.39)


$

7.02


$

(25.53)



















Diluted income (loss) per common share:














Continuing operations

$

2.97


$

(5.02)


$

4.70


$

(22.01)



Discontinued operations


(0.06)



(4.37)



2.32



(3.52)



Diluted income (loss) per common share

$

2.91


$

(9.39)


$

7.02


$

(25.53)



















Weighted average basic common shares outstanding


30,597,066



30,499,931



30,541,169



30,281,324

Weighted average diluted common shares outstanding


30,597,066



30,499,931



30,541,169



30,281,324

 

BRC GROUP HOLDINGS, INC.

Operating Revenues Reconciliation

(Unaudited)

(Dollars in thousands)


























Three Months Ended 


Nine Months Ended 








September 30,


September 30,








2025


2024


2025


2024

Total revenues


$

277,871


$

175,364


$

689,236


$

567,839

Operating revenues adjustments:













Trading (gains) losses, net


(53,012)



1,238



(64,521)



50,226


Fair value adjustments on loans


(1,299)



71,477



5,997



259,260


Fixed income spread


2,925



5,034



9,509



16,961


Trading gains attributable to variable rate transactions


17,617



—



25,939



—



Total revenues adjustments


(33,769)



77,749



(23,076)



326,447

Operating revenues

$

244,102


$

253,113


$

666,160


$

894,286

 

BRC GROUP HOLDINGS, INC.

Adjusted EBITDA and Operating Adjusted EBITDA Reconciliations

(Unaudited)

(Dollars in thousands)


























Three Months Ended 


Nine Months Ended 








September 30,


September 30,








2025


2024


2025


2024

Net income (loss) attributable to Registrant

$

91,083


$

(284,397)


$

220,579


$

(767,166)

(Loss) income from discontinued operations, net of income taxes


(1,866)



(136,987)



70,841



(108,270)

Net (income) loss attributable to noncontrolling interests


(4,470)



3,201



594



2,167

Income (loss) from continuing operations


97,419



(150,611)



149,144



(661,063)

Adjustments:















Net (income) loss from continuing operations attributable to

noncontrolling interests


(4,470)



(624)



594



397


Provision for income taxes


1,183



9,950



1,194



17,803


Interest expense


18,769



32,996



72,685



102,195


Interest income


(1,491)



(1,432)



(3,469)



(2,892)


Share based payments


2,401



2,121



9,981



15,374


Depreciation and amortization


8,434



11,064



27,079



33,757


Restructuring charge


184



116



505



925


Gain on sale and deconsolidation of businesses


—



(476)



(86,213)



(790)


Gain on senior note exchange


(12,222)



—



(67,208)



—


Loss on extinguishment of loans


950



5,900



21,643



5,780


Impairment of goodwill and tradenames


—



—



1,500



27,681


Transactions related costs and other


1,047



1,472



(533)



6,379



Total EBITDA adjustments


14,785



61,087



(22,242)



206,609




Adjusted EBITDA

$

112,204


$

(89,524)


$

126,902


$

(454,454)



















Operating EBITDA Adjustments:













Trading (gains) losses, net


(53,012)



1,238



(64,521)



50,226


Fair value adjustments on loans


(1,299)



71,477



5,997



259,260


Realized and unrealized (gains) losses on investments


(32,756)



22,197



(28,472)



212,362


Fixed income spread


2,925



5,034



9,509



16,961


Trading gains and realized and unrealized gains on investments

attributable to variable rate transactions


29,285



—



42,990



—


Other investment related expenses


604



1,589



1,671



1,338



Total Operating EBITDA Adjustments


(54,253)



101,535



(32,826)



540,147

Operating Adjusted EBITDA

$

57,951


$

12,011


$

94,076


$

85,693

 

BRC GROUP HOLDINGS, INC.

Total Investments and Net Debt Reconciliation

(Unaudited)

(Dollars in thousands)








September 30,

December 31,


2025

2024







Cash, cash equivalents, and restricted cash

$

185,499


$

247,327

Due from clearing brokers


148,291



30,713







Securities and other investments owned


315,466



282,325

Securities sold not yet purchased


(22,375)



(5,675)

Loans receivable, at fair value


55,018



90,103

Loan participations sold


—



(6,000)

Other investments reported in prepaid and other assets


92,412



100,080

Noncontrolling interest


(33,811)



(28,217)

Total investments


406,710



432,616







Notes payable


—



28,021

Revolving credit facility


10,167



16,329

Term loans, net


121,924



199,429

Senior notes payable, net


1,311,311



1,530,561


Total debt


1,443,402



1,774,340









Net debt

$

702,902


$

1,063,684

Contacts

Investors
 ir@brcgh.com

Media
 press@brcgh.com

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SOURCE BRC Group Holdings, Inc.