BRC Group Holdings, Inc. (RILY) Earnings Call Transcript & Summary

Good afternoon, and welcome to the BRC Group Holdings Second Quarter 2026 Earnings Conference Call. [Operator Instructions] Please note that this event is being recorded. I would now like to turn the conference over to Bryant Riley, Chairman, Founder and Co-CEO, Mr. Riley, please go ahead.

Thank you to everyone for joining us today. Joining me on the call are Tom Kelleher, co-CEO; and Scott Yessner, our Chief Financial Officer. This quarter builds on the momentum for our platform we have demonstrated over the last 12 months. We reported second quarter net income available to common shareholders of $18.5 million and delivered $66 million in operating adjusted EBITDA, making this our best core operating quarter in nearly 3 years. These results demonstrate the underlying earnings power of our core operating units. Over the trailing 12 months, we generated net income attributable to common shareholders of $404 million and operating adjusted EBITDA of $182 million. Our execution strategy for B. Riley Securities and B. Riley Wealth remains straightforward, deepening client relationships and extending our reach, and we are executing on that front. During the quarter, we added 5 senior producers, including welcoming back B. Riley Securities alumni. In my mind, there is no stronger validation of our culture than bringing experienced talent back. During the quarter, we successfully reactivated several key institutional accounts that have been inactive over the past year with positive engagement continuing into July. This, combined with higher secondary commission revenues, highlights our continued progress in further strengthening our franchise. Our relationship-driven execution is anchored by our long-tenured sales and trading team who are traditional idea generators with the decades of experience and are publishing research analysts who are the caretakers of our brand. In Investment Banking, favorable markets drove robust overall deal activity. In Q2, we participated in transactions representing $21 billion in aggregate deal value. While larger syndicates and a strong market naturally lower our average economic share per deal, the sheer volume of our participation anchored by lead mandates demonstrates our proven execution capabilities and our importance to the issuers. Within that broader deal participation, we supported combined equity and debt issuances totaling $8.5 billion and served as an agent on new ATM filings representing over $12 billion in aggregate value. We're also seeing our restructuring practice continuing to find meaningful import and out of core opportunities in this environment. Above all, a value ethos permeates every part of this organization. This is the most evident in our merchant banking approach. We built this firm to execute for the small and mid-cap market and to provide dedicated capital and advice to a space that remains structurally underserved. A core differentiator of our platform is our willingness to actively deploy our balance sheet to solve complex client needs. This includes facilitating structured financing products and driving new originations in our Specialty Finance Direct Lending Group. We operate on a fundamental view that if we are not on a commit our own capital on set of clients, we cannot ask the same from our partners. To that end, our [indiscernible] investment positions provide us flexibility to pursue opportunities in front of us and our pipeline of actionable opportunities is substantial. Importantly, we have the capital base and partnerships to support our clients as those opportunities develop. Taken together, our second quarter performance as well as our trailing 12-month results, are the same as what we have done since our firm's formation nearly 30 years ago, operating as idea generators and serving as trusted advisers to our clients. Our platform is performing as designed and the alignment continues to drive our results today. Together, this translates to proven deal execution in capital markets, disciplined operating leverage in Wealth Management, reliable cash conversion within our Communications portfolio and steady operational progress in our consumer products portfolio. Our focus remains firmly on execution and disciplined capital allocation to deliver for our colleagues, clients, partners and shareholders. As we look ahead, we believe we have the optionality and the discipline to maximize value and will work diligently to execute on all fronts. With that, I'll now turn the call over to our CFO, Scott Yessner, to provide a detailed review of our financial performance. Scott?

Thanks, Bryant. I'll share an update on our second quarter and first half 2026 financial performance, segment earnings, investment holdings, capital and liquidity. Please refer to our earnings press release for the reconciliation tables and descriptions of non-GAAP calculations in my remarks, including an updated calculation and description to our operating adjusted EBITDA non-GAAP measurement. To start, I would like to walk through our financial performance for the second quarter and first half of 2026. For the second quarter, total revenues were $239 million, an increase of $14 million year-over-year. Included in total revenues was service and fee revenue of $174 million, which increased $27.8 million year-over-year further comprised of increases of $5.7 million in investment banking and brokerage fees and a $30 million in management fees from carried interest in funds that own SpaceX, partially offset by $5.8 million in lower telecom and other revenues. Trading gains in the second quarter were $12.9 million, lower by $14.8 million year-over-year primarily due to a lower fair value on the Beko and Wilcox investment. 6-month total revenues were $591 million, an increase of $180 million year-over-year. The increase in the first half total revenues was driven by higher trading gains of $146 million, primarily due to higher trading gains on Babcock and Wilcox investment of $131 million and by a $21 million increase in service and fee income, which is further comprised of increases of [ $15 million ] in investment banking and brokerage fees and a $36 million in SpaceX carried interest management fees, partially offset by $10 million in lower revenues from exited businesses and $12 million lower telecom and other fees. Next, second quarter total operating expenses declined $13.6 million to $201 million. The reduction was due to lower SG&A costs across occupancy, legal and other expenses of $9 million, lower cost of goods sold and services of $7.6 million from lower telecom sales and lower consumer product cost of goods sold. First half total operating expenses declined $62 million to $400 million for the first half. The reduction was driven by lower SG&A costs across occupancy, legal and other expenses of $29 million. Lower cost of goods sold and services of $9.3 million from telecom, $9.6 million from exited businesses and $3.2 million from consumer products. Included in our second quarter and first half results are restructuring charges related to the contemplated B. Riley Securities and Wealth combination of $1.9 million. Continuing down the income statement. Second quarter other income, excluding interest expense was $8 million compared to $88 million in the second quarter of 2025. The second quarter 2025 had $44 million in senior note exchange gains, $26 million in JOANN's liquidation gains and $22 million in investment and financial instrument fair value increases comprising the difference year-over-year. First half other income, excluding interest expense, was $114 million, driven by a [ $92 million ] increase in the B&W investment compared to $156 million in the first half of 2025, which included $86 million in income in the sale and deconsolidation of businesses and $55 million in senior note exchange gains. Interest expense declined $6 million to $18 million in the second quarter and declined $16 million to $38 million in the first half year-over-year. The interest expense decline has tracked our total debt reduction of $497 million from December 31, 2024, to the ending balance of $1.277 billion at June 30, 2026. And concluding, the remaining difference in the second quarter and first half year-over-year financial performance, was $69 million and $73 million from income of a discontinued GlassRatner operation booked in 2025. These details culminate with second quarter 2026 net income attributable to common shares of $19 million, diluted income per share of $0.45 per share, adjusted EBITDA of $61 million and adjusted operating EBITDA of $66 million. And in the first half of 2026, net income of $230 million with diluted income per share of $6.47, adjusted EBITDA was $323 million and adjusted operating EBITDA of $100 million. Next, I'll review our segment operating performance. Please note our Forward Communications segment has been separated into 4 reportable segments, which we aggregate and describe as the communications business group. The Capital Markets segment, which is comprised solely of B. Riley Securities had revenues of $54 million and income of $13 million in the second quarter and revenues of $226 million and income of $150 million in the first half of 2026. Segment revenue and income for the first half have been driven by a $22 million increase in investment banking and capital markets service and fee income and $136 million in trading gains, primarily from the Babcock & Wilcox investment in the first half of 2026. Next, the Wealth segment had revenues of $58 million and income of $18 million in the second quarter and revenues of $110 million and income of $34 million in the first half of 2026. The first half 2026 revenue and profit increases were driven by a $26.4 million increase in the market value of carried interest in a funded own SpaceX, and an $18 million increase in trading income. The wealth segment ended second quarter with $12 billion in assets under management and 184 financial advisers. The communications business group had aggregate revenues of $58 million and income of $14 million in the second quarter and revenues of $118 million and income of $27 million in the first half. First half income increased $4.6 million despite a $9 million revenue reduction. Targus, our Consumer Products segment had revenues of $44 million and a loss of $6 million in the second quarter and revenues of $88 million and a loss of $8 million in the first half of 2026. Revenues are $2 million higher in the first half year-over-year. Next, I'd like to provide an update on the company's investment holdings portfolio, which is reported on our balance sheet in securities and other investments, loans receivable at fair value in equity investments. Investments are held across consolidating where valuation changes are apparently booked as revenue in either trading gains or losses or realized or unrealized gains and losses. At June 30, 2026, securities and other investments increased $277 million to $724 million from December 31, 2025. The increase was primarily driven by a $213 million fair value increase in the Babcock & Wilcox investment and a $43 million increase in partnership interest related to our marked value of carried interest in funds that own SpaceX for all the BRC entities with portfolio trades and fair value changes comprising the remainder of the 6-month increase. Continuing with investment holdings, loan receivables at fair value increased $12 million in the second quarter to an ending balance of $39 million at 6/30/2026. In the quarter, lending activity included approximately $24 million in new fundings. Additionally, we received a $1.9 million loan recovery recognized through the income statement and the fair value adjustments on loans. And concluding the investment holdings, equity method investments were $85 million at June 30, a decline of $5.6 million from December 31. The GEA Group investment comprises $77.8 million of the June 30 balance with a decline of $5.5 million due to lower seasonal income and retaining cash in lieu of distribution to equity holders. Next, I'll provide an update on our liquidity and capital. At June 30, 2026, cash, cash equivalents and restricted cash paid a total balance of $156 million compared to $229 million at December 31, 2025. In the second quarter of 2026, B. Riley Corporation reduced debt by $22 million, which included $33 million of bond exchanges with a net $11 million increase in working capital borrowings. At June 30, total debt was $1.3 billion and net debt declined $87 million to $285 million. For the remainder of 2026, the company has 2 senior notes series is maturing, $142 million in principal amount of Riley N senior notes due September 30, and $164 million in principal amount of Riley G senior notes due on December 31. We also have $4.5 million in scheduled paydowns on a subsidiary lending facility. We will continue to use capital actions, cash generated from operations and investment liquidations to fund market opportunities and operating companies while also redeeming the scheduled senior note paydowns. We've had a very strong second quarter and first half of 2026. I'll turn the call over to Tom Keller, Co-Chief Executive Officer.

Thanks, Scott. Our second quarter operational performance underscores the strength of our diversified platform and our deliberate execution across key segments. In Capital Markets, this quarter validated the strategy Bryant described. A meaningful driver was the client-initiated reactivation of several key trading accounts, which contributed to secondary flow. Talent, both newly recruited and internally developed, remains the engine of our execution. Our recruiting pipeline is active with multiple conversations underway with senior bankers and institutional sales professionals. We are also seeing a strong influx of senior producers interested in returning to the platform. These are professionals who know our culture, have watched our operation turnaround and are choosing to rejoin. Operationally, what those returns give us is an immediate capacity, seasoned veterans who need no ramp arriving with relationships intact and widening our coverage across products and sectors from day 1. In investment banking, equity and debt capital market activity increased year-over-year, particularly in small and mid-cap issuance. Our ATM franchise has reaccelerated with ATM fees more than doubling sequentially. Increasingly, issuers are electing us to lead market equity rather than simply support it, and our follow-on conversion rate improved. We continue to see distinct pockets of strengths in AI data center infrastructure, power and BDC capital raising. Our recent financing deal in the AI data center space demonstrated B. Riley Securities capabilities as a provider in AI infrastructure, and the forward pipeline we are seeing here is substantial. Our specialty financing direct lending practice continues to broaden its footprint with existing clients, allowing us to serve them across the full capital life cycle. Finally, our ability to convene the market remains a core differentiator. In May, our 26th Annual Institutional Investor Conference in Marina Del Rey, brought issuers and investors together around nearly 180 companies alongside our 15th Big Fighters, Big Cause charity box in Galla with the Sugar Ray Leonard Foundation. We also look forward to creating further connections for our institutional partners at our Consumer TMT Conference in New York in September and our annual Convergence conference in December. In Wealth Management, while a meaningful part of the first half improvement reflected investment in carried interest activity, we've also stabilized the platform and permanently reset its cost base. The structural work is what positions the reoccurring fee-based business to grow more profitably from here. Operationally, we have delivered structural cost savings by completing key back-office integrations between B. Riley Securities and B. Riley Wealth consolidating our accounting, finance and end market teams and executing a comprehensive firm-wide vendor rationalization. More broadly, across both organizations, we are executing a dedicated AI build-out for our teams, integrating AI tools across the platform and back office to lift producer productivity and streamline daily workflows. In our Communications business group, which includes Lingo, Magic Jack, Marconi Wireless and United Online, the portfolio continues to prove itself as a reliable engine of cash generation. Segment income grew nicely year-over-year despite a slight top line decline, in line with expected natural customer attrition. On a combined basis, the group came in ahead of budget for the quarter, driven by operational efficiencies across all units, and we expect the full year 2026 to finish ahead of budget. To provide some historical context, our communications portfolio began in mid-2016 with the acquisition of United Online. Our thesis was simple: Buy mature late-stage companies with predictable revenues, strong gross margins and the potential for high cash flows. Through our selective approach and strict operational oversight, this group has delivered. Between United Online, Magic Jack, Marconi, Bulls Eye and Lingo, we have generated over $1.5 billion in revenue and approximately $300 million in operating income since 2018. A significant achievement considering the combined total enterprise value at acquisition was just under $280 million. Our communications group's operations remain lean, highly efficient and continue to generate highly predictable cash flows, and we continue to look for companies with similar characteristics that can leverage our operational capabilities. Meanwhile, our B2B telecom businesses in the unified communications space remains stable and provide a natural platform for rolling up complementary assets where substantial cost synergies can be realized. Across the group, we generate over $200 million in annual revenues, giving us a meaningful scale to build from. Finally, in our Consumer Products segment, which is primarily Targus, we saw targeted distribution channel improvements that helped narrow our segment loss over the first half. We are also taking deliberate action on the cost side, streamlining operations and reducing structural expense to strengthen the underlying business. We remain highly focused on optimizing the long-term value of this asset. Overall, our business segments are execution-focused, generating strong cash flow and are well positioned for the second half of 2026. Before we open the line, I want to take a moment to directly thank our colleagues. The underlying strength of this platform is a direct reflection of your hard work, resilience and your unwavering dedication to our clients, both internal and external. You were the engine of this firm and your efforts are what make our success possible. I will now hand the call back to open the line for questions.

[Operator Instructions] Our first question is from Kurt with Raymond James.

Tom, Scott, thank you for the call and congratulations on the quarter. Just obviously, the mean we'd all like to hear more about how you plan to address the 2026 maturities. I think Scott mentioned that asset sales may be part of the solutions. And curious if there are any other levers you plan to pull like exchanges, equity offerings, anything you can share on that front would be helpful.

Scott, why don't you take this one? I'll follow up if I have anything to add.

Great. Thank you so much, Kirk, for joining the call in your question. Yes, I think the way we think about it is creating optionality and options to fund our business and the pay downs of those debts. And so while we don't have an explicit set of tactics, we have a number of ways to go about the fundings. We have enough investment in cash to easily fund through the end of the year, the 2 debt maturities are just over $300 million. We also have to focus our capital towards supporting our investment banking and capital markets businesses. So we sort of have in parallel of an evaluation of our capital structure to allow our go-forward business and to also pay these down. So looking at our investments in securities, we have $723 million of those securities along with over $150 million of cash with $300 million due. We can clear the bar fairly comfortably on that. And so when we think through how we deploy capital, the bonds are definitely in line of sight, and we have clear plans to make that happen. But we're also very much focused on optimizing our operating company's investment portfolio and getting cash deployed to the maximum benefit of our shareholders.

Yes. I think, Kirk, that's right. I don't think I have anything else to add. I would just say that when we look at the big picture over the last couple of years, our net debt got as high as $1.2 billion. And as of Q2, at the end of Q2, and obviously, positions move up and down, it's $286 million. And our trailing 12 months EBITDA is $180 million. So by any metric, those leverage ratios are, I think, pretty good. Clearly, we have liquid investments. We have some less liquid investments. And -- with cash, and we have really good opportunities to put that cash to work. So all those things are balanced. But we don't -- we have no issue on those maturities.

Okay. That's great to hear. So should we be -- do you expect to address them entirely with cash and asset sales you're not contemplating an exchange or any capital raises?

Yes. I mean I think it would be appropriate. And I've said this on other calls, we have our playbook. The playbook changes based on we live in a very volatile world, and that playbook changes. And so we're not going to eliminate anything or we're going to be -- as a team, we review our assets all the time, and we think through what is the most productive asset to liquidate or to -- where to put our cash. And so I would tell you that we're going to utilize whatever we think makes sense, and I wouldn't eliminate our overspeculate on any of those things.