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BRC Group Holdings Inc

B. Riley Financial Reports Second Quarter 2025 Financial Results

Second Quarter 2025 Net Income of $137.5 Million in Line with Previous Estimate of $120 Million to $140 Million

Second Quarter 2025 Form 10-Q Filed Prior to Nasdaq's December 23, 2025 Deadline

LOS ANGELES , Dec. 15, 2025 /PRNewswire/ -- B. Riley Financial, Inc. (NASDAQ: RILY) ("BRF" 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 June 30, 2025.

Bryant Riley, Chairman and Co-Chief Executive Officer of BRF, commented: "As previously shared on our August 13th earnings call, we are pleased with the second quarter results as filed, which are in line with filed estimates.

"The significant changes we made to our financial operations practices were critical in enabling the team to successfully file the second quarter Form 10-Q ahead of Nasdaq's listing compliance deadline. These important changes, coupled with the team's commitment and perseverance, achieved our objectives. 

"We are well positioned to file the third quarter Form 10-Q by the January 20, 2026 deadline established by Nasdaq, which will bring our financial reporting current."

Second Quarter 2025 Financial Highlights

  • Net income was $137.5 million, which includes gains of $66.8 million on sale of GlassRatner, and gains of $44.5 million on senior note exchanges, compared to a net loss of $(435.6) million in the second quarter 2024.
  • Income from continuing operations was $71.7 million, which includes gains of $44.5 million on senior note exchanges, compared to a loss from continuing operations of $(449.2) million in the second quarter 2024.
  • Income from discontinued operations was $69.3 million, which includes gains of $66.8 million on sale of GlassRatner, compared to $15.4 million in the second quarter 2024.
  • Revenues were $225.3 million, compared to $94.9 million in the second quarter 2024 due to a $(175.6) million loss on fair value adjustments on loans in that same period.
  • Operating adjusted EBITDA(1) from continuing operations was $38.5 million, compared to $31.2 million in the second quarter 2024.
  • Total debt was $1.46 billion, with net debt(2) of $824.8 million, compared to $1.77 billion and $1.06 billion, respectively, as of December 31, 2024. The $314 million reduction of total debt was due to a decrease in senior notes payable of $207 million and term loans and notes payable of $107 million.
  • Cash, cash equivalents, and restricted cash was $268.6 million, compared to $247.3 million as of December 31, 2024.
  • Securities and other investments owned were $242.4 million and total investments(3) were $321.6 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 $4.50 compared to $(14.35) in the second quarter 2024.

About B. Riley Financial
 B. Riley Financial Inc. (Nasdaq: RILY), which is changing its name to BRC Group Holdings, Inc. ("BRC") on January 1, 2026, 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 companies 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.brileyfin.com .

Footnotes
 See "Note Regarding Use of Non-GAAP Financial Measures" for further discussion of these non-GAAP terms. For a reconciliation of Operating Revenues, Adjusted EBITDA, and Operating Adjusted EBITDA to the comparable GAAP financial measures, please see the Appendix hereto.

(1) 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.

(2) 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.

(3) 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. B. Riley Financial 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, fair value adjustment, 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, stock-based compensation and transaction and other expenses, (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) including in the case of Investment Adjusted EBITDA, 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, (iv) 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, (v) including in the case of Investment Gains (Losses), the aforementioned excluded items of Operating Revenues, (vi)  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, (vii) 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 and its Quarterly Report on Form 10-Q for the period ended June 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.

B. RILEY FINANCIAL, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Dollars in thousands, except par value)




















June 30,


December 31,








2025


2024









(Unaudited)




Assets






Assets







Cash and cash equivalents

$

267,388


$

146,852


Restricted cash


1,255



100,475


Due from clearing brokers


45,380



30,713


Securities and other investments owned (includes $172,135 and $215,225 at fair value as of June
30, 2025 and December 31, 2024, respectively)


242,352



282,325


Securities borrowed


72,320



43,022


Accounts receivable, net of allowance for credit losses of $6,022 and $6,100 as of June 30, 2025
and December 31, 2024, respectively


61,233



68,653


Due from related parties


185



189


Loans receivable, at fair value (includes $19,370 and $51,902 from related parties as of June 30,
2025 and December 31, 2024, respectively)


48,980



90,103


Prepaid expenses and other assets (includes $75 and $3,449 from related parties as of June 30,
2025 and December 31, 2024, respectively)


219,972



242,916


Operating lease right-of-use assets


40,178



51,509


Property and equipment, net


18,452



18,679


Goodwill


392,687



392,687


Other intangible assets, net


131,320



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

$

1,545,223


$

1,783,263

Liabilities and Equity (Deficit)






Liabilities







Accounts payable

$

35,081


$

51,238


Accrued expenses and other liabilities


175,144



185,745


Deferred revenue


53,499



58,148


Deferred income taxes


2,264



5,462


Due to related parties and partners


1,198



3,404


Securities sold not yet purchased


12,347



5,675


Securities loaned


54,588



27,942


Operating lease liabilities


48,714



58,499


Notes payable


—



28,021


Loan participations sold


10,475



6,000


Revolving credit facility


12,075



16,329


Term loans, net


124,584



199,429


Senior notes payable, net


1,323,727



1,530,561


Liabilities held for sale


—



41,505


Liabilities of discontinued operations


830



21,321



Total liabilities


1,854,526



2,239,279













Commitments and contingencies






B. Riley Financial, Inc. equity (deficit):







Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 4,563 issued and
outstanding as of June 30, 2025 and December 31, 2024; liquidation preference
of $118,112 and $114,082 as of June 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 June 30, 2025 and December 31, 2024, respectively


3



3


Additional paid-in capital


595,432



589,387


Accumulated deficit


(941,243)



(1,070,996)


Accumulated other comprehensive loss


(5,898)



(6,569)



Total B. Riley Financial, Inc. stockholders' deficit


(351,706)



(488,175)

Noncontrolling interests


42,403



32,159



Total deficit


(309,303)



(456,016)




Total liabilities and deficit

$

1,545,223


$

1,783,263

 

B. RILEY FINANCIAL, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Operations (Loss)

(Unaudited)

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


























Three Months Ended 


Six Months Ended 








June 30,


June 30,









2025


2024


2025


2024

Revenues:















Services and fees (includes $5,121, and $3,119 for the three months ended
June 30, 2025 and 2024 and $7,849 and $5,398 for the six months ended
June 30, 2025 and 2024 from related parties, respectively) 

$

145,772


$

202,909


$

304,611


$

416,990


Trading gains (losses), net


27,680



(31,321)



11,509



(48,988)


Fair value adjustments on loans (includes $(992) and $(177,618) for the
three months ended June 30, 2025 and 2024 and  $(3,137) and $(196,743)
for the six months ended June 30, 2025 and 2024 from related parties, respectively) 


800



(175,582)



(7,296)



(187,783)


Interest income - loans (includes $475 and $13,439 for the three months
ended June 30, 2025 and 2024 and  $1,171 and $27,403 for the six months
ended June 30, 2025 and 2024 from related parties, respectively) 


3,853



18,508



7,049



40,643


Interest income - securities lending


2,124



24,798



2,964



62,607


Sale of goods


45,073



55,573



92,528



109,006



Total revenues


225,302



94,885



411,365



392,475

Operating expenses:













Direct cost of services


33,216



58,679



75,916



118,349


Cost of goods sold


35,113



39,758



71,846



78,585


Selling, general and administrative expenses


142,369



178,014



309,757



356,954


Restructuring charge


321



20



321



809


Impairment of goodwill and tradenames


1,500



27,681



1,500



27,681


Interest expense - Securities lending and loan participations sold


1,968



23,313



2,687



58,696



Total operating expenses


214,487



327,465



462,027



641,074




Operating income (loss) 


10,815



(232,580)



(50,662)



(248,599)

Other income (expense):













Interest income


492



797



1,978



1,460


Dividend income


122



460



257



3,464


Realized and unrealized gains (losses) on investments


10,216



(155,241)



(4,284)



(190,165)


Change in fair value of financial instruments and other


11,884



—



12,806



—


Gain on sale and deconsolidation of businesses


5,372



—



86,213



314


Gain on senior note exchange


44,454



—



54,986



—


Income from equity investments


25,603



10



25,051



6


(Loss) gain on extinguishment of debt


(10,266)



120



(20,693)



120


Interest expense


(23,952)



(33,534)



(53,916)



(69,199)



Income (loss) from continuing operations before income taxes


74,740



(419,968)



51,736



(502,599)

Provision for income taxes


(3,053)



(29,183)



(11)



(7,853)



Income (loss) from continuing operations


71,687



(449,151)



51,725



(510,452)



Income from discontinued operations, net of income taxes


69,312



15,370



72,707



28,717




Net income (loss)


140,999



(433,781)



124,432



(481,735)

Net Income (loss) attributable to noncontrolling interests


1,528



(177)



(5,064)



1,034



Net income (loss) attributable to B. Riley Financial, Inc.


139,471



(433,604)



129,496



(482,769)

Preferred stock dividends


2,015



2,015



4,030



4,030



Net income (loss) available to common shareholders

$

137,456


$

(435,619)


$

125,466


$

(486,799)



















Basic income (loss) per common share:














Continuing operations

$

2.23


$

(14.83)


$

1.73


$

(17.02)



Discontinued operations


2.27



0.48



2.38



0.89



Basic income (loss) per common share

$

4.50


$

(14.35)


$

4.11


$

(16.13)



















Diluted income (loss) per common share:














Continuing operations

$

2.23


$

(14.83)


$

1.73


$

(17.02)



Discontinued operations


2.27



0.48



2.38



0.89



Diluted income (loss) per common share

$

4.50


$

(14.35)


$

4.11


$

(16.13)



















Weighted average basic common shares outstanding


30,527,835



30,352,054



30,512,757



30,170,819

Weighted average diluted common shares outstanding


30,527,835



30,352,054



30,512,757



30,170,819

 

B. RILEY FINANCIAL, INC. AND SUBSIDIARIES

Adjusted EBITDA and Operating Adjusted EBITDA Reconciliations

(Unaudited)

(Dollars in thousands)


























Three Months Ended 


Six Months Ended 








June 30,


June 30,








2025


2024


2025


2024

Net income (loss) attributable to B. Riley Financial, Inc.

$

139,471


$

(433,604)


$

129,496


$

(482,769)

Income from discontinued operations, net of income taxes


69,312



15,370



72,707



28,717

Net (income) loss attributable to noncontrolling interests


(1,528)



177



5,064



(1,034)

Income (loss) from continuing operations


71,687



(449,151)



51,725



(510,452)

Adjustments:















Net (income) loss from continuing operations attributable
to noncontrolling interests


(1,528)



1,018



5,064



1,021


Provision for income taxes


3,053



29,183



11



7,853


Interest expense


23,952



33,534



53,916



69,199


Interest income


(492)



(797)



(1,978)



(1,460)


Share based payments


4,234



5,449



7,580



13,253


Depreciation and amortization


8,648



11,679



18,645



22,693


Restructuring charge


321



20



321



809


Gain on sale and deconsolidation of businesses


(5,372)



—



(86,213)



(314)


Gain on senior note exchange


(44,454)



—



(54,986)



—


Loss (gain) on extinguishment of loans


10,266



(120)



20,693



(120)


Impairment of goodwill and tradenames


1,500



27,681



1,500



27,681


Transactions related costs and other


(11,800)



5,129



(1,580)



4,907



Total EBITDA adjustments


(11,672)



112,776



(37,027)



145,522




Adjusted EBITDA

$

60,015


$

(336,375)


$

14,698


$

(364,930)



















Operating EBITDA Adjustments:













Trading (gains) losses, net


(27,680)



31,321



(11,509)



48,988


Fair value adjustments on loans


(800)



175,582



7,296



187,783


Realized and unrealized (gains) losses on investments


(10,216)



155,241



4,284



190,165


Fixed income spread


3,161



5,875



6,584



11,927


Trading gains and realized and unrealized gains on
investments attributable to variable rate transactions


13,705



—



13,705



—


Other investment related expenses


351



(487)



1,067



(251)



Total Operating EBITDA Adjustments


(21,479)



367,532



21,427



438,612

Operating Adjusted EBITDA

$

38,536


$

31,157


$

36,125


$

73,682

 

B. RILEY FINANCIAL, INC. AND SUBSIDIARIES

Operating Revenues Reconciliation

(Unaudited)

(Dollars in thousands)


























Three Months Ended 


Six Months Ended 








June 30,


June 30,








2025


2024


2025


2024

Total revenues


$

225,302


$

94,885


$

411,365


$

392,475

Operating revenues adjustments:













Trading (gains) losses, net


(27,680)



31,321



(11,509)



48,988


Fair value adjustments on loans


(800)



175,582



7,296



187,783


Fixed income spread


3,161



5,875



6,584



11,927


Trading gains attributable to variable rate transactions


8,322



—



8,322



—



Total revenues adjustments


(16,997)



212,778



10,693



248,698

Operating revenues

$

208,305


$

307,663


$

422,058


$

641,173

 

B. RILEY FINANCIAL, INC. AND SUBSIDIARIES

Total Investments and Net Debt

(Unaudited)

(Dollars in thousands)












June 30,

December 31,




2025

2024









Cash, cash equivalents, and restricted cash

$

268,643


$

247,327

Due from clearing brokers


45,380



30,713









Securities and other investments owned


242,352



282,325

Securities sold not yet purchased


(12,347)



(5,675)

Loans receivable, at fair value


48,980



90,103

Loan participations sold


(10,475)



(6,000)

Other investments reported in prepaid and other assets


86,119



100,080

Noncontrolling interest


(33,070)



(28,217)

Total investments


321,559



432,616









Notes payable


-



28,021

Revolving credit facility


12,075



16,329

Term loans, net


124,584



199,429

Senior notes payable, net


1,323,727



1,530,561


Total debt


1,460,386



1,774,340











Net debt

$

824,804


$

1,063,684

 

Contacts

Investors
 ir@brileyfin.com

Media
 press@brileyfin.com

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SOURCE B. Riley Financial