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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 7, 2025

 

B. RILEY FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-37503   27-0223495
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

11100 Santa Monica Blvd., Suite 800

Los Angeles, CA 90025

310-966-1444

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   RILY   Nasdaq Global Market
Depositary Shares (each representing a 1/1000th interest in a 6.875% Series A Cumulative Perpetual Preferred Share, par value $0.0001 per share)   RILYP   Nasdaq Global Market
Depositary Shares, each representing a 1/1000th fractional interest in a 7.375% share of Series B Cumulative Perpetual Preferred Stock   RILYL   Nasdaq Global Market
5.00% Senior Notes due 2026   RILYG   Nasdaq Global Market
5.50% Senior Notes due 2026   RILYK   Nasdaq Global Market
6.50% Senior Notes due 2026   RILYN   Nasdaq Global Market
5.25% Senior Notes due 2028   RILYZ   Nasdaq Global Market
6.00% Senior Notes due 2028   RILYT   Nasdaq Global Market

 

Not Applicable 

(Former name or former address, if changed since last report)

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

EX-99.1 2 ea025268201ex99-1_briley.htm PRESS RELEASE DATED AUGUST 7, 2025

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

EX-99.2 3 ea025268201ex99-2_briley.htm PRESS RELEASE DATED AUGUST 13, 2025

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  

 

# # #

 

Contacts

 

Investors

ir@brileyfin.com

 

Media 

press@bileyfin.com

 

 

www.brileyfin.com | NASDAQ: RILY 13