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 Three Months Ended September
30, 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.
- ConsumerProducts 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 315,466 282,325
September 30, 2025 and December 31, 2024, respectively)
Securities borrowed 106,777 43,022
Accounts receivable, net of allowance for credit losses of $6,580 and $6,100
as of September 30, 63,457 68,653
2025 and December 31, 2024, respectively
Due from related parties 202 189
Loans receivable, at fair value (includes $27,845 and $51,902 from related
parties as of 55,018 90,103
September 30, 2025 and December 31, 2024, respectively)
Prepaid expenses and other assets (includes $118 and $3,449 from related
parties as of 219,401 242,916
September 30, 2025 and December 31, 2024, respectively)
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 3 3
issued and outstanding as of September 30, 2025 and December 31, 2024,
respectively.
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 $
170,668 $
174,573 $
475,279 $
591,563
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)
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 1,299 (71,477) (5,997) (259,260)
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)
Interest income -loans (includes $647 and $7,472
for the three months 2,094 11,251 9,143 51,894
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)
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 (4,470) (624) 594 397
noncontrolling interests
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 29,285 42,990
attributable to variable rate transactions
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
ir@brcgh.com
Media
press@brcgh.com
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SOURCE BRC Group Holdings, Inc.
