B. Riley Financial Reports Second Quarter 2025 Financial Results

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

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

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

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

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,

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

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

25,051

(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

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,

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

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

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,

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

Investors

[email protected]

Media

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SOURCE B. Riley Financial