RILY 8-K
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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Securities registered pursuant to Section 12(b) of the Act:
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| Global Market | ||||
| Global Market | ||||
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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).
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 2.02. Results of Operations and Financial Condition.
On August 7, 2025, B. Riley Securities Holdings, Inc., a subsidiary of B. Riley Financial, Inc. (the “Company”), issued a press release reporting its preliminary unaudited financial results for the three-month period ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1.
On August 13, 2025, the Company issued a press release reporting certain preliminary financial information for the three and twelve-month periods ending December 31, 2024, and certain unaudited preliminary estimates and a business update for the six-months ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.2.
The information set forth in this Current Report, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including Exhibits 99.1 and 99.2 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 7, 2025 | |
| 99.2 | Press Release dated August 13, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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.
| B. Riley Financial, Inc. | ||
| By: | /s/ Scott Yessner | |
| Name: | Scott Yessner | |
| Title: | Chief Financial Officer | |
| Date: August 13, 2025 | ||
2
Exhibit 99.1
 |
www.brileysecurities.com |
B. Riley Securities Provides Post-Carve Out Business Update and Financial Highlights
ARLINGTON, VA, August 7, 2025 – B. Riley Securities Holdings, Inc. (“B. Riley Securities,” “BRS” or the “Company”), a leading middle market investment bank, today provided a business update and certain preliminary financial results for its first full quarter since the previously announced carve-out transaction from B. Riley Financial, Inc. (Nasdaq: RILY) (“BRF”) in March 2025.
Management Commentary
“It’s been a busy summer at B. Riley Securities, and we’re pleased to share a business update including the results of our first full quarter following our carve-out from BRF,” said Jimmy Baker, Co-CEO and Head of Capital Markets. “As most indices reached new highs, client activity increased significantly during the quarter, driving sequential improvements in both Institutional Brokerage commissions and Investment Banking revenue. We executed and advised on a diverse range of financing needs, meeting clients’ emerging priorities including crypto treasury implementation and advancing AI adoption. Over the past year, we’ve helped clients raise over $8 billion to support AI-driven investments – a trend that remained a key driver of activity throughout the second quarter. Building upon the convertibles practice we established last year, we’ve expanded our variable rate transaction capabilities to offer our clients flexible, cost-effective financing, backed by our firm’s growing balance sheet. This progress, along with strong at-the-market issuance volume, has continued into the third quarter.”
“We’ve continued to strengthen our organization through key team additions and enhanced capabilities that position our firm to deliver increasing value to middle market clients throughout market cycles,” said Andy Moore, Chairman and Co-CEO. “We’ve added talent across the platform, including seven senior strategic hires who have reinforced leadership across key practice areas, expanded sector coverage and deepened domain expertise in areas such as Real Estate, Healthcare, Digital Assets, Consumer, TMT, FinTech, Renewables, and Industrials such as Aerospace & Defense. Our research-led franchise remains a foundational pillar and key differentiator of our business, demonstrated by the draw of several hundred companies and institutional investors that participated in our 25th Annual Investor Conference in May.”
“We have refocused on our strengths as a mid-market merchant bank, stabilized and strengthened key teams, and begun to recapture meaningful momentum in our core business lines,” continued Mr. Baker. “After a challenging Q1 marked by several revenue headwinds, we’ve since executed our carve-out and delivered month-over-month improvement throughout Q2 and into the early part of Q3. It’s deeply rewarding to see our clients and teammates realize the benefits of our platform, and we are especially grateful for the continued support and dedication through our transition earlier this year. While we’ve only just completed our first quarter post-carve-out, we’re encouraged by the market’s response to our strategy, and we look forward to providing future updates to our stakeholders.”
Financial Highlights
| Q2 2025 Preliminary Unaudited Financial Results | |
| Total Revenue | $60.9 million |
| Adjusted Net Revenue | $51.5 million |
| GAAP Net Income | $12.5 million |
| Adjusted Net Income | $8.6 million |
For the three-month period ended June 30, 2025, preliminary unaudited financial results reflect total revenue of approximately $60.9 million and adjusted net revenue of approximately $51.5 million. GAAP net income was approximately $12.5 million, while adjusted net income totaled approximately $8.6 million.
| B. Riley Securities | Member FINRA/SIPC | www.brileysecurities.com | 1 |
| www.brileysecurities.com |
The adjusted results presented above, including Adjusted Net Revenue and Adjusted Net Income, are non-GAAP metrics that BRS believes offer a clearer view of the firm’s underlying operating performance. A description of the adjustments made to arrive at non-GAAP figures is provided in the note regarding the use of non-GAAP financial measures in the Appendix of this press release.
Revenue and net income may vary from period to period based on the number, size, and timing of completed transactions, among other factors. Accordingly, these results may not be indicative of broader business momentum or longer-term performance.
Operational & Strategic Update
| ● | Debt-Free Balance Sheet: As of June 30, 2025, cash and securities totaled $94.5 million. BRS continues to operate with no outstanding debt. |
| ● | Enhanced Governance: BRS took additional steps during the quarter to further strengthen its governance framework. The Board of Directors comprises five members: Andy Moore as Chairman, Jimmy Baker, Ryan Greenawalt, Steve Haggerty, and Dan Shribman. |
| ● | Capital Management and Alignment: In light of the firm’s quarterly performance and outlook, the BRS Board has approved the payment of a common stock dividend of approximately $0.22 per common share, or approximately $4.1 million in the aggregate. While this does not represent the establishment of a recurring dividend program, BRS will continue to evaluate future returns of capital to shareholders in the context of available excess capital, business growth prospects and client capital needs. |
About B. Riley Securities
BRS provides a full suite of investment banking and capital markets services to corporations, financial sponsors, and institutional investors across all industry verticals. Services include initial, secondary, and follow-on offerings, institutional private placements, merger and acquisition (M&A) advisory, SPACs, corporate restructuring, and liability management. Widely recognized for its thematic proprietary equity research, clients benefit from BRS' extensive network, industry expertise, and proven execution capabilities through its end-to-end financial services platform. For more information, visit www.brileysecurities.com.
Forward-Looking Statements
This release contains forward-looking statements subject to risks and uncertainties, including the Company’s ability to execute under its new structure, market conditions, and client transaction volumes. Results could differ materially from expectations. Please refer to risk disclosures in B. Riley Financial, Inc.’s SEC filings for detailed information.
Note Regarding Use of Non-GAAP Financial Measures
Certain information set forth herein, including adjusted net revenue and adjusted net income (loss), may be considered non-GAAP financial measures. B. Riley Securities believes this information is useful to investors because it provides a basis for measuring the operating performance of the Company's business and its revenues and cash flow, (i) excluding in the case of adjusted net revenue, trading gains (losses) on legacy investment positions (net of “regular way” fixed income trading revenue) and fair value adjustments on loans, and including Securities Lending interest expense and (ii) excluding in the case of adjusted net income, fair value adjustments, stock-based compensation, trading gains (losses) on legacy investment positions (net of “regular way” fixed income trading revenue), fair value adjustments on loans and other investment-related expenses, and including the estimated related tax expense or benefit on the aforementioned adjustments, 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.
| B. Riley Securities | Member FINRA/SIPC | www.brileysecurities.com | 2 |
| www.brileysecurities.com |
B. RILEY SECURITIES HOLDINGS, INC.
Condensed Consolidated Balance Sheet as of June 30, 2025
(Preliminary, Unaudited)
(in thousands)
| B. Riley Securities Holdings, Inc. | ||||
| Assets | ||||
| Cash and cash equivalents | $ | 55,039 | ||
| Receivables | 42,421 | |||
| Securities borrowed | 72,319 | |||
| Securities owned, at fair value | 39,488 | |||
| Operating lease right of use asset | 6,533 | |||
| Goodwill and intangibles | 161,353 | |||
| Property and equipment, net | 1,597 | |||
| Prepaid expenses and other assets | 3,359 | |||
| Total assets | $ | 382,109 | ||
| Liabilities | ||||
| Securities loaned | $ | 54,587 | ||
| Financial instruments sold, not yet purchased, at fair value | 12,347 | |||
| Accrued compensation and benefits | 25,605 | |||
| Accounts payable and accrued expenses | 24,783 | |||
| Operating lease liabilities | 8,336 | |||
| Total liabilities | $ | 125,658 | ||
| Equity | $ | 256,451 | ||
| Total liabilities & equity | $ | 382,109 | ||
| B. Riley Securities | Member FINRA/SIPC | www.brileysecurities.com | 3 |
| www.brileysecurities.com |
B. RILEY SECURITIES HOLDINGS, INC.
Condensed Consolidated Statements of Operations
Quarter Ended June 30, 2025
(Preliminary, Unaudited)
(in thousands)
| B.
Riley Securities Holdings, Inc. | ||||
| Revenues | ||||
| Investment banking | $ | 32,346 | ||
| Institutional brokerage | 25,389 | |||
| Interest | 2,300 | |||
| Other income | 876 | |||
| Total revenues | $ | 60,911 | ||
| Expenses | ||||
| Compensation and benefits | $ | 29,744 | ||
| Interest | 1,655 | |||
| Other operating expenses | 12,573 | |||
| Total expenses | 43,972 | |||
| Operating net income | 16,939 | |||
| Other expense | 11 | |||
| Net income before income taxes | 16,928 | |||
| Income tax expense | 4,407 | |||
| Net income | $ | 12,521 | ||
| B. Riley Securities | Member FINRA/SIPC | www.brileysecurities.com | 4 |
| www.brileysecurities.com |
B. RILEY SECURITIES HOLDINGS, INC.
Reconciliation of GAAP to Adjusted Q2 2025 Financial Results
(Preliminary, Unaudited)
(in thousands)
| B. Riley Securities Holdings, Inc. | ||||
| Reconciliation of GAAP to adjusted financials: | ||||
| GAAP revenue | $ | 60,911 | ||
| Adjustments: | ||||
| Legacy positions losses (gains) (1) | (7,768 | ) | ||
| Committed equity facility gains (losses) | (11 | ) | ||
| Total adjustments | (7,779 | ) | ||
| Adjusted revenue | 53,132 | |||
| Securities lending interest expense | (1,655 | ) | ||
| Adjusted net revenue | $ | 51,477 | ||
| Net income | $ | 12,521 | ||
| Adjustments: | ||||
| Legacy positions losses (gains) (1) | (7,768 | ) | ||
| Share based compensation | 2,415 | |||
| Income tax-effect of above non-GAAP adjustments and certain discrete tax items | 1,393 | |||
| Adjusted net income | $ | 8,561 | ||
| 1) | Legacy investment positions held at BRS that are not, following the carve-out, part of BRS’ go-forward strategy. |
| B. Riley Securities | Member FINRA/SIPC | www.brileysecurities.com | 5 |
Exhibit 99.2
B. Riley Financial Shares Preliminary Fourth Quarter and Full Year 2024 Results and Financial Estimates and Business Update for First Half 2025
First Half 2025 Net Income Available to Common Shareholders Expected to be in the Range of $125.0 Million to $145.0 Million, or $4.08 to $4.74 Diluted Net Income per Common Share
As of June 30, 2025, Estimated Cash of $268 Million, Total Debt of $1.46 Billion, and Net Debt in the Range of $809 Million to $839 Million; Total Debt Estimated to Have Decreased by $600 Million from September 30, 2024; Net Debt Estimated to Have Decreased by $544 Million to $574 Million from September 30, 2024
Preliminary Year-End 2024 Net Loss Available to Common Shareholders is $772.3 Million, or $25.46 Diluted Net Loss per Common Share
LOS ANGELES, August 13, 2025 – B. Riley Financial, Inc. (NASDAQ: RILY) (“BRF” or the “Company”), a diversified financial services company, today is providing preliminary fourth quarter and full year 2024 results and financial estimates, and a business update for the first half of 2025, ended June 30, 2025.
First Half 2025 Highlights
| ● | Executed B. Riley Securities (“BRS”) carve out in March 2025, aligning capital and management to serve clients. Partnered with BRS to provide clients timely, flexible capital through variable rate transactions and funding for emerging client priorities in AI investments. |
| ● | BRS business highlights include: acting as the lead left book-runner on an AI infrastructure provider’s IPO; joint lead placement on a fabless semiconductor company’s capital raise; the sole bookrunner for an Ethereum treasury company’s equity raises across two transactions; and capital provider as part of a successful variable rate transaction for a digital infrastructure company. |
| ● | Total Company debt reduction from September 30, 2024 to June 30, 2025 is estimated to be $600 million. As of June 30, 2025, estimated net debt (7) ranges from $809 million to $839 million and cash, cash equivalents and restricted cash of $268 million. |
| ● | Realized cash proceeds from business sales of approximately $187 million from the sales of GlassRatner and Atlantic Coast Recycling. |
| ● | Bond exchanges achieved approximately $126 million of debt reduction through five bond exchanges through July 2025. |
| www.brileyfin.com | NASDAQ: RILY | 1 |
| ● | Secured $160 million senior facility with Oaktree Capital Management (“Oaktree”), which was paid down to $62.5 million along with an amendment to the senior facility to provide substantially increased flexibility. |
| ● | Earned approximately $29 million in profits from the Company’s equity participation in the JOANN’s liquidation. |
| ● | Hired new B. Riley Financial Chief Financial Officer, Scott Yessner, and added resources to support SEC filings. |
Bryant Riley, Chairman and Co-Chief Executive Officer of B. Riley, commented: “We have taken aggressive, decisive and necessary action over the last year to align our balance sheet while continuing to invest in our business and operations. As we look forward, we are laser focused on our financial services businesses, which have seen increasing momentum facilitated by cash flows from our Telecom businesses.
“As demonstrated by the Great American transaction last year, and our subsequent JOANN’s liquidation equity investment, our strategic objective is to maintain both economic and business relationship upside throughout the process of rightsizing our balance sheet.
Scott Yessner, Chief Financial Officer of B. Riley, commented: “Our team has worked tirelessly through a complex audit, challenging operating environment, and delays outside their control. We are in the final stages of documenting the 2024 audit and will file the 10-K shortly. We added a national accounting firm to provide staff augmentation across multiple departments in accounting and financial operations in early July. With our combined teams, we have been documenting our 1st quarter and 2nd quarter filings during the 2024 10-K process. We expect to file both 10-Qs in 30 to 45 days after the 10-K.”
Tom Kelleher, Co-Chief Executive Officer of B. Riley, commented: “As exemplified in the B. Riley Securities recent announcement, many of our operating businesses continue to generate meaningful results. Separately, we will continue to ensure we have the best resources in place, assessing opportunities across our portfolio to invest and support our operating companies and balance the Company’s operational footprint.”
Summary of Preliminary Unaudited Estimates for the Six-Months Ended June 30, 2025
| ● | Net income is expected to range from $125.0 million to $145.0 million, which includes estimated gains on sale of $53 million from Atlantic Coast Recycling, $66 million from GlassRatner, and $55 million on senior note exchanges. |
| ● | Net income from continuing operations is expected to range from $52.4 million to $72.4 million, which includes estimated gains on sale of $53 million from Atlantic Coast Recycling and $55 million on senior note exchanges.. |
| ● | Net income from discontinued operations is estimated to be $73.0 million, which includes estimated gains on sale of $66 million from GlassRatner. |
| ● | Revenue is expected to range from $405.0 million to $425.0 million. |
| ● | Operating adjusted EBITDA (4) from continuing operations is expected to range from $20.0 million to $26.0 million. |
| ● | Debt is estimated to be $1.46 billion, with estimated net debt (7) ranging from $809.0 million to $839.0 million. |
| ● | Cash, cash equivalents, and restricted cash are estimated to be $268.0 million. Securities and other investments owned, at fair value is expected to range from $231.0 million to $251.0 million. Total investments (6) are expected to range from $310.0 million to $340.0 million. |
| www.brileyfin.com | NASDAQ: RILY | 2 |
| ● | Basic and diluted earnings per common share (EPS) are expected to range from $4.10 and $4.75, and from $4.08 and $4.74, respectively. |
Preliminary Year-End 2024 Summary
| Three Months Ended | Twelve Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| (Dollars in thousands, except for share data) | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Net income (loss) available to common shareholders | $ | 877 | $ | (91,638 | ) | $ | (772,334 | ) | $ | (107,967 | ) | |||||
| Basic income (loss) per common share | $ | 0.03 | $ | (3.03 | ) | $ | (25.46 | ) | $ | (3.69 | ) | |||||
| Diluted income (loss) per common share | $ | 0.03 | $ | (3.03 | ) | $ | (25.46 | ) | $ | (3.69 | ) | |||||
| Three Months Ended | Twelve Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| (Dollars in thousands) | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Operating Revenues (1) | $ | 278,733 | $ | 363,602 | $ | 1,242,402 | $ | 1,453,114 | ||||||||
| Investment (Loss) Gains (2) | (77,358 | ) | (49,768 | ) | (403,805 | ) | 12,663 | |||||||||
| Total Revenues | $ | 201,375 | $ | 313,834 | $ | 838,597 | $ | 1,465,777 | ||||||||
| Operating Adjusted EBITDA (4) | $ | 21,489 | $ | 59,091 | $ | 126,399 | $ | 274,576 | ||||||||
| Investment Adjusted EBITDA (5) | (129,048 | ) | (132,740 | ) | (669,196 | ) | (150,706 | ) | ||||||||
| Total Adjusted EBITDA (3) | $ | (107,559 | ) | $ | (73,649 | ) | $ | (542,797 | ) | $ | 123,870 | |||||
| ● | Net loss applicable to common shareholders was $772.3 million due primarily to write downs of $510.0 million related to the equity investment in Freedom VCM Holdings LLC and loan receivable from Vintage Capital Management and impairment of goodwill and other intangible assets of $105.4 million. |
| ● | Operating adjusted EBITDA (4) from continuing operations decreased 54.0% to $126.4 million, compared to $274.6 million in 2023. |
| ● | Debt was $1.77 billion and net debt (7) was $1.06 billion at year end 2024, compared to $2.36 billion and $0.76 billion at year end 2023, respectively. |
| ● | Cash, cash equivalents, and restricted cash increased 13.7% to $255.4 million at year end 2024 compared to $224.6 million at year end 2023, securities and other investments owned, at fair value decreased 65.1% to $282.3 million compared to $809.0 million at year end 2023, and total investments (6) decreased 67.3% to $432.6 million at year end 2024 compared to $1.32 billion at year end 2023. |
| www.brileyfin.com | NASDAQ: RILY | 3 |
Preliminary Fourth Quarter 2024 Summary
| ● | Net income available to common shareholders was $0.9 million, an increase from the 4th quarter 2023 net loss available to common shareholders of $91.6 million. |
| ● | Operating adjusted EBITDA (4) from continuing operations decreased 63.6% to $21.5 million, compared to $59.1 million in the 4th quarter 2023. |
Additional Updates
Oaktree Capital Management Financing: The Company amended its senior secured credit agreement with funds managed by Oaktree to provide incremental flexibility, including:
| ● | A new investment basket that enables an incremental $100 million to facilitate transactions using the Company’s balance sheet; |
| ● | A $30 million investment basket for parent company investments upsized from $20 million; and |
| ● | The ability to deploy up to $25 million of cash to reduce other indebtedness through potential repurchases of the Company’s unsecured notes. |
In February 2025, the Company entered into its initial senior secured credit agreement with Oaktree, a portion of which was used to retire its existing debt under the Nomura senior secured credit agreement, with the remaining funds used for general working capital.
The Preliminary Fourth Quarter, Full Year 2024, and First Half 2025 update are not a comprehensive statement of the Company’s financial results, and are unaudited and subject to change.
About B. Riley Financial
B. Riley Financial (BRF) is a diversified financial services company that through its operating entities or affiliates deliver tailored solutions to meet the strategic, operational, and capital needs of its clients and partners. BRF leverages cross-platform expertise to provide clients with full service, collaborative solutions at every stage of the business life cycle. Through its subsidiaries and affiliated entities, BRF provides end-to-end financial services across investment banking, institutional brokerage, private wealth and investment management, financial consulting, corporate restructuring, appraisal and valuation, auction, and liquidation services. BRF opportunistically invests to benefit its shareholders, and certain affiliates originate and underwrite senior secured loans for asset-rich companies. BRF refers to B. Riley Financial, Inc. and/or one or more of its subsidiaries or affiliates. For more information, please visit www.brileyfin.com. For more information, please visit www.brileyfin.com.
| www.brileyfin.com | NASDAQ: RILY | 4 |
Footnotes
See “Note Regarding Use of Non-GAAP Financial Measures” for further discussion of these non-GAAP terms. For a reconciliation of Adjusted EBITDA, and Operating Adjusted EBITDA to the comparable GAAP financial measures, please see the Appendix hereto.
(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, and (v) sales of goods.
(2) Investment Gains (Losses) is defined as sum of (i) trading income (loss) and (ii) fair value adjustments on loans less fixed income spread.
(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, impairment of goodwill and tradenames, and transaction related and other costs.
(4) Operating Adjusted EBITDA is defined as Adjusted EBITDA excluding (i) trading income (loss) net of fixed income spread, (ii) fair value adjustments on loans, (iii) realized and unrealized gains (losses) on investments, and (iv) other investment-related expenses.
(5) Investment Adjusted EBITDA is defined as the sum of (i) trading income (loss) net of fixed income spread, (ii) fair value adjustments on loans, (iii) realized and unrealized gains (losses) on investments, and (iv) other investment-related expenses.
(6) Total Investments is defined as the sum of (a) securities and other investments owned, at fair value 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.
(7) 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, net of noncontrolling interest, (ii) restricted cash, (iii) due from clearing brokers net of due to clearing brokers, and (iv) Total Investments.
| www.brileyfin.com | NASDAQ: RILY | 5 |
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 on extinguishment of loans, gain on bargain purchase, 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 income (losses) net of fixed income spread, fair value adjustments on loans, realized and unrealized gains (losses) on investments, and other investment related expenses, (iii) including in the case of Investment Adjusted EBITDA, trading income (losses) net of fixed income spread, fair value adjustments on loans, realized and unrealized gains (losses) on investments, and other investment related expenses, (iv) excluding in the case of Operating Revenues, trading income (loss) and fair value adjustments on loans less fixed income spread, (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, at fair value 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, net of noncontrolling interest, (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. 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 the 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 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 2023 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 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. All information is current as of the date this press release is issued, and the Company undertakes no duty to update this information.
| www.brileyfin.com | NASDAQ: RILY | 6 |
B. RILEY FINANCIAL, INC. AND SUBSIDIARIES
Preliminary Condensed Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands, except par value)
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Assets | ||||||||
| Assets | ||||||||
| Cash and cash equivalents | $ | 154,877 | $ | 222,690 | ||||
| Restricted cash | 100,475 | 1,875 | ||||||
| Due from clearing brokers | 30,713 | 51,334 | ||||||
| Securities and other investments owned, at fair value | 282,325 | 809,049 | ||||||
| Securities borrowed | 43,022 | 2,870,939 | ||||||
| Accounts receivable, net of allowance for credit losses of $10,073 and $7,175 as of December 31, 2024 and December 31, 2023, respectively | 88,384 | 101,036 | ||||||
| Due from related parties | 162 | 172 | ||||||
| Loans receivable, at fair value (includes $51,902 and $378,768 from related parties as of December 31, 2024 and December 31, 2023, respectively) | 90,103 | 532,419 | ||||||
| Prepaid expenses and other assets (includes $3,449 and $11,802 from related parties as of December 31, 2024 and December 31, 2023, respectively) | 252,344 | 241,862 | ||||||
| Operating lease right-of-use assets | 53,767 | 87,167 | ||||||
| Property and equipment, net | 18,954 | 25,206 | ||||||
| Goodwill | 423,136 | 466,638 | ||||||
| Other intangible assets, net | 146,885 | 198,245 | ||||||
| Deferred income taxes | 13,393 | 33,631 | ||||||
| Assets held for sale | 84,723 | — | ||||||
| Assets of discontinued operations | — | 438,341 | ||||||
| Total assets | $ | 1,783,263 | $ | 6,080,604 | ||||
| Liabilities and Equity (Deficit) | ||||||||
| Liabilities | ||||||||
| Accounts payable | $ | 52,564 | $ | 43,992 | ||||
| Accrued expenses and other liabilities | 203,196 | 252,876 | ||||||
| Deferred revenue | 58,153 | 70,575 | ||||||
| Deferred income taxes | 5,462 | — | ||||||
| Due to related parties and partners | 3,404 | 2,480 | ||||||
| Securities sold not yet purchased | 5,675 | 8,601 | ||||||
| Securities loaned | 27,942 | 2,859,306 | ||||||
| Operating lease liabilities | 61,038 | 98,088 | ||||||
| Notes payable | 28,021 | 19,391 | ||||||
| Loan participations sold | 6,000 | — | ||||||
| Revolving credit facility | 16,329 | 43,801 | ||||||
| Term loans, net | 199,429 | 625,151 | ||||||
| Senior notes payable, net | 1,530,561 | 1,668,021 | ||||||
| Liabilities held for sale | 41,505 | — | ||||||
| Liabilities of discontinued operations | — | 28,756 | ||||||
| Total liabilities | 2,239,279 | 5,721,038 | ||||||
| Commitments and contingencies | ||||||||
| B. Riley Financial, Inc. stockholders’ equity: | ||||||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 4,563 issued and outstanding as of December 31, 2024 and December 31, 2023; liquidation preference of $114,082 as of December 31, 2024 and December 31, 2023. | — | — | ||||||
| Common stock, $0.0001 par value; 100,000,000 shares authorized; 30,499,931 and 29,937,067 issued and outstanding as of December 31, 2024 and December 31, 2023, respectively. | 3 | 3 | ||||||
| Additional paid-in capital | 589,387 | 572,170 | ||||||
| Accumulated deficit | (1,070,996 | ) | (281,285 | ) | ||||
| Accumulated other comprehensive (loss) income | (6,569 | ) | 229 | |||||
| Total B. Riley Financial, Inc. stockholders’ equity (deficit) | (488,175 | ) | 291,117 | |||||
| Noncontrolling interests | 32,159 | 68,449 | ||||||
| Total equity (deficit) | (456,016 | ) | 359,566 | |||||
| Total liabilities and equity (deficit) | $ | 1,783,263 | $ | 6,080,604 | ||||
| www.brileyfin.com | NASDAQ: RILY | 7 |
B. RILEY FINANCIAL, INC. AND SUBSIDIARIES
Preliminary Consolidated Statement of Operations
(Unaudited)
(Dollars in thousands, except share data)
| Three Months Ended | Twelve Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenues: | ||||||||||||||||
| Services and fees (includes $18,575 and $6,143 for the years ended December 31, 2024 and 2023 from related parties, respectively) | $ | 214,534 | $ | 236,569 | $ | 875,480 | $ | 898,750 | ||||||||
| Trading (loss) income | (6,781 | ) | (10,120 | ) | (57,007 | ) | 21,603 | |||||||||
| Fair value adjustments on loans (includes $(328,671) and $(36,788) for the years ended December 31, 2024 and 2023 from related parties, respectively) | (66,238 | ) | (31,398 | ) | (325,498 | ) | 20,225 | |||||||||
| Interest income - loans (includes $33,186 and $26,563 for the years ended December 31, 2024 and 2023 from related parties, respectively) | 2,247 | 20,709 | 54,141 | 123,244 | ||||||||||||
| Interest income - securities lending | 1,248 | 42,072 | 70,862 | 161,652 | ||||||||||||
| Sale of goods | 56,365 | 56,002 | 220,619 | 240,303 | ||||||||||||
| Total revenues | 201,375 | 313,834 | 838,597 | 1,465,777 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Direct cost of services | 45,893 | 57,692 | 213,901 | 214,065 | ||||||||||||
| Cost of goods sold | 48,737 | 43,346 | 167,634 | 172,836 | ||||||||||||
| Selling, general and administrative expenses | 188,180 | 190,371 | 759,777 | 764,926 | ||||||||||||
| Restructuring charge | 597 | 1,182 | 1,522 | 2,131 | ||||||||||||
| Impairment of goodwill and other intangible assets | 77,692 | 33,100 | 105,373 | 70,333 | ||||||||||||
| Interest expense - Securities lending and loan participations sold | 1,073 | 38,863 | 66,128 | 145,435 | ||||||||||||
| Total operating expenses | 362,172 | 364,554 | 1,314,335 | 1,369,726 | ||||||||||||
| Operating (loss) income | (160,797 | ) | (50,720 | ) | (475,738 | ) | 96,051 | |||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | 712 | 420 | 3,621 | 3,875 | ||||||||||||
| Dividend income | 323 | 3,206 | 4,462 | 12,747 | ||||||||||||
| Realized and unrealized losses on investments | (51,324 | ) | (85,033 | ) | (263,686 | ) | (162,053 | ) | ||||||||
| Change in fair value of financial instruments and other | 3,987 | — | 4,614 | (3,998 | ) | |||||||||||
| Gain on bargain purchase | — | 15,903 | — | 15,903 | ||||||||||||
| Income (loss) from equity method investments | 19 | 23 | 31 | (152 | ) | |||||||||||
| Loss on extinguishment of debt | (12,945 | ) | — | (18,725 | ) | (5,409 | ) | |||||||||
| Interest expense | (31,113 | ) | (37,610 | ) | (133,308 | ) | (156,240 | ) | ||||||||
| Loss from continuing operations before income taxes | (251,138 | ) | (153,811 | ) | (878,729 | ) | (199,276 | ) | ||||||||
| (Provision for) Benefit from income taxes | (4,210 | ) | 42,160 | (22,125 | ) | 39,115 | ||||||||||
| Loss from continuing operations | (255,348 | ) | (111,651 | ) | (900,854 | ) | (160,161 | ) | ||||||||
| Income from discontinued operations, net of income taxes | 249,742 | 21,987 | 125,915 | 54,530 | ||||||||||||
| Net loss | (5,606 | ) | (89,664 | ) | (774,939 | ) | (105,631 | ) | ||||||||
| Net loss attributable to noncontrolling interests and redeemable noncontrolling interests | (8,498 | ) | (41 | ) | (10,665 | ) | (5,721 | ) | ||||||||
| Net income (loss) attributable to B. Riley Financial, Inc. | 2,892 | (89,623 | ) | (764,274 | ) | (99,910 | ) | |||||||||
| Preferred stock dividends | 2,015 | 2,015 | 8,060 | 8,057 | ||||||||||||
| Net income (loss) available to common shareholders | $ | 877 | $ | (91,638 | ) | $ | (772,334 | ) | $ | (107,967 | ) | |||||
| Basic and diluted income (loss) per common share: | ||||||||||||||||
| Continuing operations | $ | (8.16 | ) | $ | (3.67 | ) | $ | (29.67 | ) | $ | (5.38 | ) | ||||
| Discontinued operations | 8.19 | 0.64 | 4.21 | 1.69 | ||||||||||||
| Basic and diluted income (loss) per common share | $ | 0.03 | $ | (3.03 | ) | $ | (25.46 | ) | $ | (3.69 | ) | |||||
| Weighted average basic and diluted common shares outstanding | 30,499,931 | 30,248,946 | 30,336,274 | 29,265,099 | ||||||||||||
| www.brileyfin.com | NASDAQ: RILY | 8 |
B. RILEY FINANCIAL, INC. AND SUBSIDIARIES
Preliminary Adjusted EBITDA and Operating Adjusted EBITDA Reconciliations
(Unaudited)
(Dollars in thousands)
| Three Months Ended | Twelve Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Net income (loss) attributable to B. Riley Financial, Inc. | $ | 2,892 | $ | (89,623 | ) | $ | (764,274 | ) | $ | (99,910 | ) | |||||
| Income from discontinued operations, net of income taxes | 249,742 | 21,987 | 125,915 | 54,530 | ||||||||||||
| Net loss attributable to noncontrolling interests and redeemable noncontrolling interests | 8,498 | 41 | 10,665 | 5,721 | ||||||||||||
| Loss from continuing operations | (255,348 | ) | (111,651 | ) | (900,854 | ) | (160,161 | ) | ||||||||
| Adjustments: | ||||||||||||||||
| Net loss attributable to noncontrolling interests | 8,523 | 2,730 | 8,920 | 10,779 | ||||||||||||
| Provision for (benefit from) income taxes | 4,210 | (42,160 | ) | 22,125 | (39,115 | ) | ||||||||||
| Interest expense | 31,113 | 37,610 | 133,308 | 156,240 | ||||||||||||
| Interest income | (712 | ) | (420 | ) | (3,621 | ) | (3,875 | ) | ||||||||
| Share based payments | 2,245 | 9,287 | 18,449 | 42,553 | ||||||||||||
| Depreciation and amortization | 11,278 | 11,462 | 45,312 | 49,203 | ||||||||||||
| Restructuring charge | 597 | 1,182 | 1,522 | 2,131 | ||||||||||||
| Gain on bargain purchase | — | (15,903 | ) | — | (15,903 | ) | ||||||||||
| Loss on extinguishment of loans | 12,945 | — | 18,725 | 5,409 | ||||||||||||
| Impairment of goodwill and other intangible assets | 77,692 | 33,100 | 105,373 | 70,333 | ||||||||||||
| Transactions related costs and other | (102 | ) | 1,114 | 7,944 | 6,276 | |||||||||||
| Total EBITDA adjustments | 147,789 | 38,002 | 358,057 | 284,031 | ||||||||||||
| Adjusted EBITDA | $ | (107,559 | ) | $ | (73,649 | ) | $ | (542,797 | ) | $ | 123,870 | |||||
| Operating EBITDA Adjustments: | ||||||||||||||||
| Trading loss (income) | 6,781 | 10,120 | 57,007 | (21,603 | ) | |||||||||||
| Fair value adjustments on loans | 66,238 | 31,398 | 325,498 | (20,225 | ) | |||||||||||
| Realized and unrealized losses on investments | 51,324 | 85,033 | 263,686 | 162,053 | ||||||||||||
| Fixed income spread | 4,339 | 8,250 | 21,300 | 29,165 | ||||||||||||
| Other investment related expenses | 366 | (2,061 | ) | 1,705 | 1,316 | |||||||||||
| Total Operating EBITDA Adjustments | 129,048 | 132,740 | 669,196 | 150,706 | ||||||||||||
| Operating Adjusted EBITDA | $ | 21,489 | $ | 59,091 | $ | 126,399 | $ | 274,576 | ||||||||
| www.brileyfin.com | NASDAQ: RILY | 9 |
B. RILEY FINANCIAL, INC. AND SUBSIDIARIES
Preliminary Operating Revenues Reconciliation
(Unaudited)
(Dollars in thousands)
| Three Months Ended | Twelve Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Total revenues | $ | 201,375 | $ | 313,834 | $ | 838,597 | $ | 1,465,777 | ||||||||
| Operating revenues adjustments: | ||||||||||||||||
| Trading loss (income) | 6,781 | 10,120 | 57,007 | (21,603 | ) | |||||||||||
| Fair value adjustments on loans | 66,238 | 31,398 | 325,498 | (20,225 | ) | |||||||||||
| Fixed income spread | 4,339 | 8,250 | 21,300 | 29,165 | ||||||||||||
| Total revenues adjustments | 77,358 | 49,768 | 403,805 | (12,663 | ) | |||||||||||
| Operating revenues | $ | 278,733 | $ | 363,602 | $ | 1,242,402 | $ | 1,453,114 | ||||||||
| www.brileyfin.com | NASDAQ: RILY | 10 |
B. RILEY FINANCIAL, INC. AND SUBSIDIARIES
Preliminary Total Investments and Net Debt
(Unaudited)
(Dollars in thousands)
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Cash, cash equivalents, and restricted cash | $ | 255,352 | $ | 224,565 | ||||
| Due from clearing brokers | 30,713 | 51,334 | ||||||
| Securities and other investments owned, at fair value | 282,325 | 809,049 | ||||||
| Securities sold not yet purchased | (5,675 | ) | (8,601 | ) | ||||
| Loans receivable, at fair value | 90,103 | 532,419 | ||||||
| Loan participations sold | (6,000 | ) | — | |||||
| Other investments reported in prepaid and other assets | 100,080 | 14,582 | ||||||
| Noncontrolling interest | (28,217 | ) | (23,480 | ) | ||||
| Total investments | 432,616 | 1,323,969 | ||||||
| Notes payable | 28,021 | 19,391 | ||||||
| Revolving credit facility | 16,329 | 43,801 | ||||||
| Term loans, net | 199,429 | 625,151 | ||||||
| Senior notes payable, net | 1,530,561 | 1,668,021 | ||||||
| Total debt | 1,774,340 | 2,356,364 | ||||||
| Net debt | $ | 1,055,659 | $ | 756,496 | ||||
| www.brileyfin.com | NASDAQ: RILY | 11 |
B. RILEY FINANCIAL, INC. AND SUBSIDIARIES
Estimated Adjusted EBITDA and Operating Adjusted EBITDA Reconciliations
(Unaudited)
(Dollars in thousands)
| Estimated Range | ||||||||
| Six Months Ended | ||||||||
| June 30, 2025 | ||||||||
| Low | High | |||||||
| Net income available to common shareholders | $ | 125,000 | $ | 145,000 | ||||
| Preferred stock dividends | — | — | ||||||
| Net income attributable to B. Riley Financial, Inc. | 125,000 | 145,000 | ||||||
| Income from discontinued operations net of income taxes | 73,000 | 73,000 | ||||||
| Net income attributable to noncontrolling interests and redeemable noncontrolling interests | (400 | ) | (400 | ) | ||||
| Net income from continuing operations | 52,400 | 72,400 | ||||||
| Adjustments: | ||||||||
| Net income attributable to noncontrolling interests | (400 | ) | (400 | ) | ||||
| Provision for income taxes | (3,000 | ) | — | |||||
| Interest expense | 55,600 | 56,000 | ||||||
| Interest income | (2,000 | ) | (2,000 | ) | ||||
| Share based payments | 8,000 | 8,000 | ||||||
| Depreciation and amortization | 18,600 | 19,000 | ||||||
| Restructuring charge | 200 | 400 | ||||||
| Net gain on extinguishment of loans and exchange of senior notes | (40,000 | ) | (38,000 | ) | ||||
| Transactions related costs, gains on divestures, and other | (84,000 | ) | (75,000 | ) | ||||
| Total EBITDA adjustments | (47,000 | ) | (32,000 | ) | ||||
| Adjusted EBITDA | $ | 5,400 | $ | 40,400 | ||||
| Operating EBITDA Adjustments: | ||||||||
| Trading income | (8,000 | ) | (12,000 | ) | ||||
| Fair value adjustments on loans | 3,000 | (7,000 | ) | |||||
| Realized and unrealized (gain) losses on investments | 12,000 | (4,000 | ) | |||||
| Fixed Income Spread | 6,600 | 7,600 | ||||||
| Other investment related expenses | 1,000 | 1,000 | ||||||
| Total Operating EBITDA Adjustments | 14,600 | (14,400 | ) | |||||
| Operating Adjusted EBITDA | $ | 20,000 | $ | 26,000 | ||||
| www.brileyfin.com | NASDAQ: RILY | 12 |
B. RILEY FINANCIAL, INC. AND SUBSIDIARIES
Estimated Total Investments and Net Debt
(Unaudited)
(Dollars in thousands)
| Estimated Range | ||||||||
| June 30, | ||||||||
| 2025 | ||||||||
| Low | High | |||||||
| Cash, cash equivalents, and restricted cash | $ | 268,000 | $ | 268,000 | ||||
| Due from clearing brokers | 46,000 | 46,000 | ||||||
| Securities and other investments owned, at fair value | 231,000 | 251,000 | ||||||
| Securities sold not yet purchased | (13,000 | ) | (13,000 | ) | ||||
| Loans receivable, at fair value | 51,000 | 60,000 | ||||||
| Loan participations sold | (11,000 | ) | (11,000 | ) | ||||
| Other investments reported in prepaid and other assets | 82,000 | 83,000 | ||||||
| Noncontrolling interest | (30,000 | ) | (30,000 | ) | ||||
| Total investments | 310,000 | 340,000 | ||||||
| Revolving credit facility | 12,000 | 12,000 | ||||||
| Term loans, net | 127,000 | 127,000 | ||||||
| Senior notes payable, net | 1,324,000 | 1,324,000 | ||||||
| Total debt | 1,463,000 | 1,463,000 | ||||||
| Net debt | $ | 839,000 | $ | 809,000 | ||||
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| www.brileyfin.com | NASDAQ: RILY | 13 |