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 13^th 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

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SOURCE B. Riley Financial

B. Riley Financial Reports Second Quarter 2025 Financial Results