RILY 8-K/A
BRC Group Holdings, Inc. (RILY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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:
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Indicate by check mark whether the registrant is an emerging growth company 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).
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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. ☐
EXPLANATORY NOTE
The Company is filing this Current Report on Form 8-K/A (this “Amendment”) solely to amend and supplement Item 9.01 of the Original Filing to provide the historical audited and unaudited financial statements and unaudited pro forma financial statements required by Item 9.01 of Form 8-K.
Other than as described above, 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 Atlantic Companies transaction.
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Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information.
See the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2025, and the Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2024, which are filed as Exhibit 99.1 to this Amendment and are incorporated herein by reference.
(d) Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
| Exhibit No. | Description | |
| 99.1 | Unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2025, and for the year ended December 31, 2024, and the notes related thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Cautionary Language Regarding Forward-looking statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Company’s performance or achievements to be materially different from any expected future results, performance, or achievements. Forward-looking statements speak only as of the date they are made and the Company assumes no duty to update forward looking statements, except as required by law. 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 occurrence of any event, change or other circumstances that affect the tax or accounting treatment of the sales of the Atlantic Companies disposal group as outlined in Note 1 – Description of the Disposition to the Unaudited Pro Forma Consolidated Financial Information. In addition to these factors, investors should review the “Risk Factors” set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and other filings with the United States Securities and Exchange Commission, which identify important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements in this communication.
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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.
| BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) | ||
| By: | /s/ SCOTT YESSNER | |
| Name: | Scott Yessner | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: January 13, 2026
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Exhibit 99.1
BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.)
Unaudited Pro Forma Consolidated Financial Information
(Dollars in thousands, except share data)
On March 3, 2025, BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (the “Company”), completed the sale of the “Atlantic Companies” disposal group, as defined and further described in Note 1 - Description of the Disposition. The unaudited pro forma consolidated financial information is intended to illustrate the pro forma effects of the disposition of the Atlantic Companies and other transaction accounting adjustments and was prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information.
The unaudited pro forma consolidated financial information has been derived from the Company’s historical audited and unaudited consolidated financial statements and reflects certain assumptions and transaction accounting adjustments that management believes are reasonable under the circumstances and based on the information available, as further described in Note 3 - Adjustments to the Unaudited Pro Forma Consolidated Financial Information.
The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2025 and the year ended December 31, 2024, reflect the disposition of the Atlantic Companies disposal group as if it had closed on January 1, 2024 (refer to Note 2 – Basis of Presentation, for further discussion).
An unaudited condensed consolidated balance sheet is not reflected in the pro forma consolidated financial information because the disposal of the Atlantic Companies occurred prior to June 30, 2025, and is therefore already reflected in the Company’s historical unaudited condensed consolidated balance sheet as of June 30, 2025.
The unaudited pro forma consolidated financial information should be read in conjunction with:
| ● | The accompanying notes to the unaudited pro forma consolidated financial information; |
| ● | The Company’s historical audited consolidated financial statements and accompanying notes for the year ended December 31, 2024, which were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), included in the Company’s annual report on Form 10-K; and |
| ● | The Company’s historical unaudited condensed consolidated financial statements and accompanying notes for the three months ended March 31, 2025, which were prepared in accordance with U.S. GAAP, included in the Company’s quarterly report on Form 10-Q; and |
| ● | The Company’s historical unaudited condensed consolidated financial statements and accompanying notes for the six months ended June 30, 2025, which were prepared in accordance with U.S. GAAP, included in the Company’s quarterly report on Form 10-Q. |
The unaudited pro forma consolidated financial information is provided for illustrative and informational purposes only and is not intended to represent or be indicative of what the Company’s results of operations would have been had the Company operated historically as an independent organization separate from the Atlantic Companies, or if the disposition had occurred on the date indicated. Additionally, the unaudited pro forma consolidated financial information should not be considered representative of the Company’s future consolidated results of operations.
BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.)
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Six Months Ended June 30, 2025
(Dollars in thousands, except share data)
| Transaction Accounting Adjustments | ||||||||||||||
| As Reported Six Months Ended June 30, 2025 | Removal of Atlantic Companies Disposal Group(a) | Notes | Pro Forma Six Months Ended June 30, 2025 | |||||||||||
| Revenues: | ||||||||||||||
| Services and fees | $ | 304,611 | $ | (6,958 | ) | $ | 297,653 | |||||||
| Trading income | 11,509 | - | 11,509 | |||||||||||
| Fair value adjustments on loans | (7,296 | ) | - | (7,296 | ) | |||||||||
| Interest income - loans | 7,049 | - | 7,049 | |||||||||||
| Interest income - securities lending | 2,964 | - | 2,964 | |||||||||||
| Sale of goods | 92,528 | - | 92,528 | |||||||||||
| Total revenues | 411,365 | (6,958 | ) | 404,407 | ||||||||||
| Operating expenses: | ||||||||||||||
| Direct cost of services | 75,916 | (4,880 | ) | 71,036 | ||||||||||
| Cost of goods sold | 71,846 | - | 71,846 | |||||||||||
| Selling, general and administrative expenses | 309,757 | (3,425 | ) | 306,332 | ||||||||||
| Restructuring charge | 321 | - | 321 | |||||||||||
| Impairment of goodwill and other intangible assets | 1,500 | - | 1,500 | |||||||||||
| Interest expense - Securities lending and loan participations sold | 2,687 | - | 2,687 | |||||||||||
| Total operating expenses | 462,027 | (8,305 | ) | 453,722 | ||||||||||
| Operating loss | (50,662 | ) | 1,347 | (49,315 | ) | |||||||||
| Other income (expense): | ||||||||||||||
| Interest income | 1,978 | - | 1,978 | |||||||||||
| Dividend income | 257 | - | 257 | |||||||||||
| Realized and unrealized losses on investments | (4,284 | ) | - | (4,284 | ) | |||||||||
| Change in fair value of financial instruments and other | 12,806 | - | 12,806 | |||||||||||
| Gain on sale and deconsolidation of business | 86,213 | - | 86,213 | |||||||||||
| Gain on senior note exchange | 54,986 | - | 54,986 | |||||||||||
| Income from equity method investments | 25,051 | - | 25,051 | |||||||||||
| Loss on extinguishment of debt | (20,693 | ) | - | (20,693 | ) | |||||||||
| Interest expense | (53,916 | ) | 1,330 | (b) | (52,586 | ) | ||||||||
| Income from continuing operations before income taxes | 51,736 | 2,677 | 54,413 | |||||||||||
| (Provision for) benefit from income taxes | (11 | ) | 367 | (c) | 356 | |||||||||
| Net income from continuing operations | 51,725 | 3,044 | 54,769 | |||||||||||
| Net loss from continuing operations attributable to noncontrolling interests and redeemable noncontrolling interests | (5,064 | ) | 147 | (4,917 | ) | |||||||||
| Net income from continuing operations attributable to Registrant | 56,789 | 2,897 | 59,686 | |||||||||||
| Preferred stock dividends | 4,030 | - | 4,030 | |||||||||||
| Net income available to common shareholders | $ | 52,759 | $ | 2,897 | $ | 55,656 | ||||||||
| Basic income from continuing operations per common share | $ | 1.73 | $ | 1.82 | ||||||||||
| Diluted income from continuing operations per common share | $ | 1.73 | $ | 1.82 | ||||||||||
| Weighted average basic common shares outstanding | 30,512,757 | 30,512,757 | ||||||||||||
| Weighted average diluted common shares outstanding | 30,512,757 | 30,512,757 | ||||||||||||
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BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.)
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2024
(Dollars in thousands, except share data)
| Transaction Accounting Adjustments | ||||||||||||||
| As Reported Year Ended December 31, 2024 | Removal of Atlantic Companies Disposal Group(a) | Notes | Pro Forma Year Ended December 31, 2024 | |||||||||||
| Revenues: | ||||||||||||||
| Services and fees | $ | 875,480 | $ | (38,156 | ) | $ | 837,324 | |||||||
| Trading loss | (57,007 | ) | - | (57,007 | ) | |||||||||
| Fair value adjustments on loans | (325,498 | ) | - | (325,498 | ) | |||||||||
| Interest income - loans | 54,141 | - | 54,141 | |||||||||||
| Interest income - securities lending | 70,862 | - | 70,862 | |||||||||||
| Sale of goods | 220,619 | - | 220,619 | |||||||||||
| Total revenues | 838,597 | (38,156 | ) | 800,441 | ||||||||||
| Operating expenses: | ||||||||||||||
| Direct cost of services | 213,901 | (26,056 | ) | 187,845 | ||||||||||
| Cost of goods sold | 167,634 | - | 167,634 | |||||||||||
| Selling, general and administrative expenses | 759,777 | (16,616 | ) | 743,161 | ||||||||||
| Restructuring charge | 1,522 | - | 1,522 | |||||||||||
| Impairment of goodwill and other intangible assets | 105,373 | - | 105,373 | |||||||||||
| Interest expense - Securities lending and loan participations sold | 66,128 | - | 66,128 | |||||||||||
| Total operating expenses | 1,314,335 | (42,672 | ) | 1,271,663 | ||||||||||
| Operating loss | (475,738 | ) | 4,516 | (471,222 | ) | |||||||||
| Other income (expense): | ||||||||||||||
| Interest income | 3,621 | - | 3,621 | |||||||||||
| Dividend income | 4,462 | - | 4,462 | |||||||||||
| Realized and unrealized losses on investments | (263,686 | ) | - | (263,686 | ) | |||||||||
| Change in fair value of financial instruments and other | 4,614 | - | 4,614 | |||||||||||
| Income from equity method investments | 31 | - | 31 | |||||||||||
| Loss on extinguishment of debt | (18,725 | ) | - | (18,725 | ) | |||||||||
| Interest expense | (133,308 | ) | 2,573 | (b) | (130,735 | ) | ||||||||
| Loss from continuing operations before income taxes | (878,729 | ) | 7,089 | (871,640 | ) | |||||||||
| Provision for income taxes | (22,125 | ) | (694 | ) | (c) | (22,819 | ) | |||||||
| Net loss from continuing operations | (900,854 | ) | 6,395 | (894,459 | ) | |||||||||
| Net loss from continuing operations attributable to noncontrolling interests and redeemable noncontrolling interests | (8,920 | ) | 332 | (8,588 | ) | |||||||||
| Net loss from continuing operations attributable to Registrant | (891,934 | ) | 6,063 | (885,871 | ) | |||||||||
| Preferred stock dividends | 8,060 | - | 8,060 | |||||||||||
| Net loss available to common shareholders | $ | (899,994 | ) | $ | 6,063 | $ | (893,931 | ) | ||||||
| Basic loss from continuing operations per common share | $ | (29.67 | ) | $ | (29.47 | ) | ||||||||
| Diluted loss from continuing operations per common share | $ | (29.67 | ) | $ | (29.47 | ) | ||||||||
| Weighted average basic common shares outstanding | 30,336,274 | 30,336,274 | ||||||||||||
| Weighted average diluted common shares outstanding | 30,336,274 | 30,336,274 | ||||||||||||
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BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.)
Notes to the Unaudited Pro Forma Consolidated Financial Information
For the Year Ended December 31, 2024
(Dollars in thousands, except share data)
Note 1 – Description of the Disposition
On March 3, 2025, the Company and BR Financial Holdings, LLC, a wholly owned subsidiary of the Company (“BR Financial”), B. Riley Environmental Holdings, LLC and other indirect subsidiaries of the Company which included Atlantic Coast Recycling, LLC (“Atlantic Coast Recycling”), and Atlantic Coast Recycling of Ocean County, LLC, (“Atlantic Coast Recycling of Ocean County”) ( together, Atlantic City Coast Recycling and Atlantic Coast Recycling of Ocean Count are collectively referred to as the “Atlantic Companies”), entered into a Membership Interest Purchase Agreement, dated as of March 1, 2025, whereby all of the issued and outstanding membership interests in each of the Atlantic Companies owned by BR Financial and the minority holders were sold to a third party for an agreed upon purchase price subject to certain adjustments and holdback amount pending receipt of a certain third party consent (the “Atlantic Companies” transaction). Net cash proceeds received as a result of the sale were net of adjustments for amounts allocated to non-controlling interests, repayment of contingent consideration, transaction costs and other items directly attributable to the closing of the transaction. The Company determined that the assets and liabilities associated with the Atlantic Companies transaction met the criteria to be classified as held for sale, and are properly classified as held for sale in the Company’s historical audited consolidated balance sheet as of December 31, 2024.
No pro forma adjustments have been made to reflect the proceeds received from the sale of the Atlantic Companies disposal group or the transaction costs incurred, as the gain on the disposal of the held for sale assets and related costs are already reflected in the historical unaudited condensed consolidated statement of operations for the six months ended June 30, 2025.
Note 2 – Basis of Presentation
The historical audited and unaudited consolidated financial statements have been adjusted in the unaudited pro forma consolidated financial information to reflect certain transaction accounting adjustments related to the disposition of the Atlantic Companies disposal group as described above in Note 1 - Description of the Disposition.
The unaudited pro forma consolidated financial information and accompanying notes have been prepared for informational purposes only, in accordance with Article 11 of Regulation S-X. The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2025 and the year ended December 31, 2024, reflect the disposition of the Atlantic Companies disposal group as if it had closed on January 1, 2024.
An unaudited condensed consolidated balance sheet is not reflected in the unaudited pro forma consolidated financial information as the disposal of the Atlantic Companies disposal group occurred prior to June 30, 2025, and is therefore already reflected in the Company’s historical unaudited condensed consolidated balance sheet as of June 30, 2025.
Note 3 – Adjustments to the Unaudited Pro Forma Consolidated Financial Information
The unaudited pro forma consolidated financial information has been prepared based upon certain pro forma adjustments to the historical consolidated financial statements of the Company. Certain assumptions regarding the operations of the Company have been made in connection with the preparation of the unaudited pro forma consolidated financial information. These adjustments and assumptions are as follows:
| (a) | Reflects adjustments to remove the Atlantic Companies disposal group. The assets and liabilities sold as part of the Atlantic Companies transaction were reported as held for sale in the Company’s historical audited consolidated balance sheet as of December 31, 2024. However, the Company determined that the disposition of the Atlantic Companies did not meet the criteria to be reported as discontinued operations. |
| (b) | Reflects adjustments to interest expense on the Company’s existing indebtedness under the Credit Facility for the repayment of approximately $21.2 million of principal on the term loan, using a portion of the cash proceeds received from the disposition of the Atlantic Companies disposal group. The repayment of principal relates the Oaktree Credit Facilities, which were entered into on February 26, 2025, replacing the Nomura term loan facility established on August 21, 2023. The Atlantic Companies disposal group served as collateral for the Oaktree Credit Facilities and the Nomura term loan facility, and the sale of the disposal group required repayment of the related indebtedness under both facilities. The effective interest rates on the term loan were 12.33% and 11.52% as of June 30, 2025 and December 31, 2024, respectively. No amounts were outstanding under the Nomura arrangement as of June 30, 2025. |
| (c) | Reflects the adjustments to record the estimated income tax impact of the unaudited pro forma adjustments. The income tax effect was estimated using the Company’s blended federal and state historical statutory tax rate of 27.4%, which includes the federal rate of 21.0% and the state rate of 8.2%, adjusted for the federal benefit, in effect for the six months ended June 30, 2025 and the year ended December 31, 2024. This blended statutory tax rate has remained consistent over the periods presented, and does not consider the impact of any valuation allowance. |
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