Third Quarter 2025 Net Income Available to Common Shareholders of $89.1 Million

Third Quarter 2025 Form 10-Q Filed Prior to Nasdaq's January 20, 2026 Deadline, Bringing SEC Periodic Reporting Current

LOS ANGELES, Jan. 14, 2026 /PRNewswire/ -- BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (NASDAQ:RILY) ("BRC" 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 September 30, 2025.

Third Quarter 2025 Highlights

Strong financial performance in the third quarter was led by the Capital Markets segment with $65.4 million in services and fee revenues, the highest quarterly total since the fourth quarter 2023, and segment income of $60.7 million; Wealth segment net income improvement; and consistent financial performance from the Communications segment.
Total debt was $1.44 billion, and net debt⁽⁵⁾ was $702.9 million; reduced net debt in the third quarter by over $120 million through bond exchanges and investment asset appreciation.
Filed three Form 10-Qs for Q1, Q2 & Q3 2025 within 120 days, achieving NASDAQ compliance ahead of deadline and bringing our financial reporting current.

Bryant Riley, Chairman and Co-Chief Executive Officer of BRC, commented: "We are pleased with the third quarter financial results. B. Riley Securities had a very strong quarter across investment banking, advisory, and research and trading with equity and debt capital raises totaling approximately $10.5 billion while delivering product innovation. Our Communications segment produced strong cash flow, consistent with previous quarters. B. Riley Wealth enhanced products and services for clients, while reducing costs and integrating its back office.

"Our comprehensive transformation efforts across our businesses, operations, and balance sheet throughout 2025 have significantly enhanced our position for 2026.

"The decision to change our name to BRC Group Holdings reflects our evolution over the last three decades from primarily a financial services platform to a portfolio of diverse, distinct companies."

Scott Yessner, Chief Financial Officer of BRC, commented: "With today's filings, BRC has met the continued listing quarterly report filing deadlines required by Nasdaq and brought our SEC periodic reporting current. We want to thank our team and business partners for their unwavering focus and commitment during this demanding period and congratulate our team on the incredible accomplishment of filing three Form 10-Qs in 120 days."

BRC Third Quarter 2025 Financial Results Summary


	Three Months Ended
	September 30,

(Dollars in thousands, except for share data)	2025		2024

Net income (loss) available to common shareholders	$	89,068	$	(286,412)

Basic income (loss) per common share	$	2.91	$	(9.39)
Diluted income (loss) per common share	$	2.91	$	(9.39)




	Three Months Ended
	September 30,

(Dollars in thousands)	2025		2024

Operating Revenues ⁽¹⁾	$	244,102	$	253,113
Investment Gains (Losses) ⁽²⁾		33,769		(77,749)
Total Revenues	$	277,871	$	175,364

Total Adjusted EBITDA ⁽³⁾	$	112,204	$	(89,524)
Operating Adjusted EBITDA ⁽⁴⁾	$	57,951	$	12,011

Net income available to common shareholders was $89.1 million, compared to a net loss of $(286.4) million in the third quarter 2024.
Revenues were $277.9 million, compared to $175.4 million in the third quarter 2024.
Operating revenues⁽¹⁾ were $244.1 million, compared to $253.1 million in the third quarter 2024.
Adjusted EBITDA⁽³⁾ was $112.2 million, compared to $(89.5) million in the third quarter 2024.
Operating adjusted EBITDA⁽⁴⁾ was $58.0 million, compared to $12.0 million in the third quarter 2024.
Total debt was $1.44 billion, with net debt⁽⁵⁾ of $702.9 million, compared to $1.77 billion and $1.06 billion, respectively, as of December 31, 2024.
Cash, cash equivalents, and restricted cash was $185.5 million, compared to $247.3 million as of December 31, 2024.
Securities and other investments owned were $315.5 million and total investments⁽⁶⁾ were $406.7 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 $2.91 compared to $(9.39) in the third quarter 2024.
Third quarter results came within previous estimates, except for net income available to common shareholders, which exceeded the top end of the range by approximately $12 million due to lower income tax provision.

Segment Third Quarter 2025 Financial Results Summary


	Segment Revenues				Segment Income (Loss)
	Three Months Ended September 30,				Three Months Ended September 30,
(Dollars in thousands)	2025		2024		2025		2024
Capital Markets		$ 116,219		$ (24,690)		$ 60,698		$ (62,319)
Wealth Management		42,403		50,059		7,190		780
Communications		60,366		67,559		12,040		8,307
Consumer Products		46,967		49,793		(1,330)		(3,506)
E-Commerce		-		8,982		-		(5,188)

Capital Markets segment revenues increased to $116.2 million, up from $(24.7) million in the same prior year period. Segment income increased to $60.7 million, up from $(62.3) million in the same prior year period.
Wealth Management segment revenues decreased to $42.4 million, down from $50.1 million in the same prior year period. Segment income increased to $7.2 million, up from $0.8 million in the same prior year period. B. Riley Wealth had over $13 billion of client assets under management as of September 30, 2025.
Communications segment revenues decreased to $60.4 million, down from $67.6 million in the same prior year period. On a combined basis, communications businesses – magicJack, United Online, Credo Mobile, and Lingo – generated segment income of $12.0 million for the third quarter of 2025.
Consumer Products segment revenues decreased to $47.0 million, down from $49.8 million in the same prior year period. Segment loss decreased to $(1.3) million, down from $(3.5) million in the same prior year period.

About BRC Group Holdings, Inc.

BRC Group Holdings, Inc. (NASDAQ:RILY) 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 businesses 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.brcgh.com.

Footnotes

See "Note Regarding Use of Non-GAAP Financial Measures" for further discussion of these non-GAAP terms. A reconciliation of Operating Revenues, Adjusted EBITDA, Operating Adjusted EBITDA, Total Investments, and Net Debt to the comparable GAAP financial measures is included in the financial statements portion of this press release.

(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, (v) trading gains attributable to variable interest transactions, and (vi) sales of goods.

(2) Investment Gains (Losses) is defined as sum of (i) trading gains (losses), net and (ii) fair value adjustments on loans, less fixed income spread and trading gains attributable to variable rate transactions.

(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, gain on sale and deconsolidation of businesses, gain on senior note exchange, impairment of goodwill and tradenames, and transaction related and other costs.

(4) 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.

(5) 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.

(6) 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. BRC Group Holdings, Inc. 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, 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, share-based compensation and transaction related and other costs, (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) 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, (iv) including in the case of Investment Gains (Losses), the aforementioned excluded items of Operating Revenues, (v) 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, (vi) 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, its Quarterly Report on Form 10-Q for the period ended June 30, 2025 and its Quarterly Report on Form 10-Q for the period ended September 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.

BRC GROUP HOLDINGS, INC.
Condensed Consolidated Balance Sheets
(Dollars in thousands, except par value)

				September 30,		December 31,
				2025		2024
					(Unaudited)
Assets
Assets
	Cash and cash equivalents			$	184,225	$	146,852
	Restricted cash				1,274		100,475
	Due from clearing brokers				148,291		30,713
	Securities and other investments owned (includes $245,475 and $215,225 at fair value as of September 30, 2025 and December 31, 2024, respectively)				315,466		282,325
	Securities borrowed				106,777		43,022
	Accounts receivable, net of allowance for credit losses of $6,580 and $6,100 as of September 30, 2025 and December 31, 2024, respectively				63,457		68,653
	Due from related parties				202		189
	Loans receivable, at fair value (includes $27,845 and $51,902 from related parties as of September 30, 2025 and December 31, 2024, respectively)				55,018		90,103
	Prepaid expenses and other assets (includes $118 and $3,449 from related parties as of September 30, 2025 and December 31, 2024, respectively)				219,401		242,916
	Operating lease right-of-use assets				36,263		51,509
	Property and equipment, net				18,084		18,679
	Goodwill				392,687		392,687
	Other intangible assets, net				124,645		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		$	1,669,311	$	1,783,263
Liabilities and Equity (Deficit)
Liabilities
	Accounts payable			$	41,429	$	51,238
	Accrued expenses and other liabilities				183,395		185,745
	Deferred revenue				51,982		58,148
	Deferred income taxes				2,328		5,462
	Due to related parties and partners				2,595		3,404
	Securities sold not yet purchased				22,375		5,675
	Securities loaned				89,165		27,942
	Operating lease liabilities				44,901		58,499
	Notes payable				—		28,021
	Loan participations sold				—		6,000
	Revolving credit facility				10,167		16,329
	Term loans, net				121,924		199,429
	Senior notes payable, net				1,311,311		1,530,561
	Liabilities held for sale				—		41,505
	Liabilities of discontinued operations				830		21,321
		Total liabilities			1,882,402		2,239,279

Commitments and contingencies
BRC Group Holdings, Inc. equity (deficit):
	Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 4,563 issued and outstanding as of September 30, 2025 and December 31, 2024; liquidation preference of $120,127 and $114,082 as of September 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 September 30, 2025 and December 31, 2024, respectively.				3		3
	Additional paid-in capital				596,320		589,387
	Accumulated deficit				(850,129)		(1,070,996)
	Accumulated other comprehensive loss				(6,654)		(6,569)
		Total Registrant stockholders' deficit			(260,460)		(488,175)
Noncontrolling interests					47,369		32,159
		Total deficit			(213,091)		(456,016)
			Total liabilities and deficit	$	1,669,311	$	1,783,263

BRC GROUP HOLDINGS, INC.
Condensed Consolidated Statement of Operations (Loss)
(Unaudited)
(Dollars in thousands, except share and per share data)

				Three Months Ended				Nine Months Ended
				September 30,				September 30,
				2025		2024		2025		2024
Revenues:

	Services and fees (includes $1,319 and $2,227 for the three months ended September 30, 2025 and 2024 and $9,168 and $7,802 for the nine months ended September 30, 2025 and 2024 from related parties, respectively)			$	170,668	$	174,573	$	475,279	$	591,563
	Trading gains (losses), net				53,012		(1,238)		64,521		(50,226)
	Fair value adjustments on loans (includes $(49) and $(68,768) for the three months ended September 30, 2025 and 2024 and $(3,185) and $(265,512) for the nine months ended September 30, 2025 and 2024 from related parties, respectively)				1,299		(71,477)		(5,997)		(259,260)
	Interest income - loans (includes $647 and $7,472 for the three months ended September 30, 2025 and 2024 and $1,818 and $34,875 for the nine months ended September 30, 2025 and 2024 from related parties, respectively)				2,094		11,251		9,143		51,894
	Interest income - securities lending				2,523		7,007		5,487		69,614
	Sale of goods				48,275		55,248		140,803		164,254
		Total revenues			277,871		175,364		689,236		567,839
Operating expenses:
	Direct cost of services				31,291		49,659		107,207		168,008
	Cost of goods sold				35,001		40,312		106,847		118,897
	Selling, general and administrative expenses				143,892		161,075		453,649		518,029
	Restructuring charge				184		116		505		925
	Impairment of goodwill and tradenames				—		—		1,500		27,681
	Interest expense - Securities lending and loan participations sold				2,094		6,359		4,781		65,055
		Total operating expenses			212,462		257,521		674,489		898,595
			Operating income (loss)		65,409		(82,157)		14,747		(330,756)
Other income (expense):
	Interest income				1,491		1,432		3,469		2,892
	Dividend income				564		675		821		4,139
	Realized and unrealized gains (losses) on investments				32,756		(22,197)		28,472		(212,362)
	Change in fair value of financial instruments and other				(3,314)		—		9,492		—
	Gain on sale and deconsolidation of businesses				—		476		86,213		790
	Gain on senior note exchange				12,222		—		67,208		—
	Income from equity investments				9,193		6		34,244		12
	Loss on extinguishment of debt				(950)		(5,900)		(21,643)		(5,780)
	Interest expense				(18,769)		(32,996)		(72,685)		(102,195)
		Income (loss) from continuing operations before income taxes			98,602		(140,661)		150,338		(643,260)
Provision for income taxes					(1,183)		(9,950)		(1,194)		(17,803)
		Income (loss) from continuing operations			97,419		(150,611)		149,144		(661,063)
		(Loss) income from discontinued operations, net of income taxes			(1,866)		(136,987)		70,841		(108,270)
			Net income (loss)		95,553		(287,598)		219,985		(769,333)
Net income (loss) attributable to noncontrolling interests					4,470		(3,201)		(594)		(2,167)
		Net income (loss) attributable to Registrant			91,083		(284,397)		220,579		(767,166)
Preferred stock dividends					2,015		2,015		6,045		6,045
		Net income (loss) available to common shareholders		$	89,068	$	(286,412)	$	214,534	$	(773,211)

Basic income (loss) per common share:
		Continuing operations		$	2.97	$	(5.02)	$	4.70	$	(22.01)
		Discontinued operations			(0.06)		(4.37)		2.32		(3.52)
		Basic income (loss) per common share		$	2.91	$	(9.39)	$	7.02	$	(25.53)

Diluted income (loss) per common share:
		Continuing operations		$	2.97	$	(5.02)	$	4.70	$	(22.01)
		Discontinued operations			(0.06)		(4.37)		2.32		(3.52)
		Diluted income (loss) per common share		$	2.91	$	(9.39)	$	7.02	$	(25.53)

Weighted average basic common shares outstanding					30,597,066		30,499,931		30,541,169		30,281,324
Weighted average diluted common shares outstanding					30,597,066		30,499,931		30,541,169		30,281,324

BRC GROUP HOLDINGS, INC.
Operating Revenues Reconciliation
(Unaudited)
(Dollars in thousands)

			Three Months Ended				Nine Months Ended
			September 30,				September 30,
			2025		2024		2025		2024
Total revenues			$	277,871	$	175,364	$	689,236	$	567,839
Operating revenues adjustments:
	Trading (gains) losses, net			(53,012)		1,238		(64,521)		50,226
	Fair value adjustments on loans			(1,299)		71,477		5,997		259,260
	Fixed income spread			2,925		5,034		9,509		16,961
	Trading gains attributable to variable rate transactions			17,617		—		25,939		—
		Total revenues adjustments		(33,769)		77,749		(23,076)		326,447
Operating revenues			$	244,102	$	253,113	$	666,160	$	894,286

BRC GROUP HOLDINGS, INC.
Adjusted EBITDA and Operating Adjusted EBITDA Reconciliations
(Unaudited)
(Dollars in thousands)

				Three Months Ended				Nine Months Ended
				September 30,				September 30,
				2025		2024		2025		2024
Net income (loss) attributable to Registrant				$	91,083	$	(284,397)	$	220,579	$	(767,166)
(Loss) income from discontinued operations, net of income taxes					(1,866)		(136,987)		70,841		(108,270)
Net (income) loss attributable to noncontrolling interests					(4,470)		3,201		594		2,167
Income (loss) from continuing operations					97,419		(150,611)		149,144		(661,063)
Adjustments:
	Net (income) loss from continuing operations attributable to noncontrolling interests				(4,470)		(624)		594		397
	Provision for income taxes				1,183		9,950		1,194		17,803
	Interest expense				18,769		32,996		72,685		102,195
	Interest income				(1,491)		(1,432)		(3,469)		(2,892)
	Share based payments				2,401		2,121		9,981		15,374
	Depreciation and amortization				8,434		11,064		27,079		33,757
	Restructuring charge				184		116		505		925
	Gain on sale and deconsolidation of businesses				—		(476)		(86,213)		(790)
	Gain on senior note exchange				(12,222)		—		(67,208)		—
	Loss on extinguishment of loans				950		5,900		21,643		5,780
	Impairment of goodwill and tradenames				—		—		1,500		27,681
	Transactions related costs and other				1,047		1,472		(533)		6,379
		Total EBITDA adjustments			14,785		61,087		(22,242)		206,609
			Adjusted EBITDA	$	112,204	$	(89,524)	$	126,902	$	(454,454)

Operating EBITDA Adjustments:
	Trading (gains) losses, net				(53,012)		1,238		(64,521)		50,226
	Fair value adjustments on loans				(1,299)		71,477		5,997		259,260
	Realized and unrealized (gains) losses on investments				(32,756)		22,197		(28,472)		212,362
	Fixed income spread				2,925		5,034		9,509		16,961
	Trading gains and realized and unrealized gains on investments attributable to variable rate transactions				29,285		—		42,990		—
	Other investment related expenses				604		1,589		1,671		1,338
		Total Operating EBITDA Adjustments			(54,253)		101,535		(32,826)		540,147
Operating Adjusted EBITDA				$	57,951	$	12,011	$	94,076	$	85,693

BRC GROUP HOLDINGS, INC.
Total Investments and Net Debt Reconciliation
(Unaudited)
(Dollars in thousands)

			September 30,		December 31,
			2025		2024

Cash, cash equivalents, and restricted cash			$	185,499	$	247,327
Due from clearing brokers				148,291		30,713

Securities and other investments owned				315,466		282,325
Securities sold not yet purchased				(22,375)		(5,675)
Loans receivable, at fair value				55,018		90,103
Loan participations sold				—		(6,000)
Other investments reported in prepaid and other assets				92,412		100,080
Noncontrolling interest				(33,811)		(28,217)
Total investments				406,710		432,616

Notes payable				—		28,021
Revolving credit facility				10,167		16,329
Term loans, net				121,924		199,429
Senior notes payable, net				1,311,311		1,530,561
	Total debt			1,443,402		1,774,340

		Net debt	$	702,902	$	1,063,684

Contacts

Investors

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Media

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SOURCE BRC Group Holdings, Inc.

BRC Group Holdings, Inc. Reports Third Quarter 2025 Financial Results