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 | 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 | 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, | 48,980 | 90,103 | |||||||||
Prepaid expenses and other assets (includes $75 and $3,449 from related parties as of June 30, | 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 | — | — | |||||||||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 30,597,066 and 30,499,931 | 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 | $ | 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 | 800 | (175,582) | (7,296) | (187,783) | |||||||||||||
Interest income - loans (includes $475 and $13,439 for the three months | 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 | (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 | 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 | |||
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SOURCE B. Riley Financial