B. Riley Financial, Inc. Stock Price, News & Analysis

B. Riley Financial (NASDAQ: RILY) has received a delinquency notification from Nasdaq on April 3, 2025, for failing to comply with Listing Rule 5250(c)(1) due to delayed filing of its 2024 Full Year Report (Form 10-K).

The company must submit a compliance plan by June 2, 2025 (within 60 days). If accepted, Nasdaq may grant an extension until September 29, 2025 to regain compliance. While this notification does not immediately affect RILY's Nasdaq listing, the company has already released preliminary Q4 2024 financial results on March 3, 2025, and expects to file its Form 10-K before the plan submission deadline.

B. Riley Financial (NASDAQ: RILY) has announced a private bond exchange agreement that will reduce its total outstanding debt by approximately $35 million. The agreement involves an institutional investor exchanging approximately $123 million in Senior Notes for $88 million in newly issued 8.00% Senior Secured Second Lien Notes due January 1, 2028.

The exchange includes approximately $86 million in 5.5% Senior Notes (NASDAQ: RILYK) due March 2026 and $37 million in 5.0% Senior Notes (NASDAQ: RILYG) due December 2026. As part of the agreement, the company will issue warrants to purchase about 351,000 common shares at an exercise price of $10.00 per share, exercisable for seven years from issuance.

B. Riley Financial (NASDAQ: RILY) has announced a strategic carve-out transaction involving its investment banking subsidiary, B. Riley Securities (BRS). Through a merger with Cascadia Investments, BRS will now operate independently with its own governance structure and trade on the OTC Pink market under 'BRLY'. B. Riley Financial retains approximately 89% ownership, with remaining shares held by BRS employees and certain Cascadia shareholders.

BRS, which will be debt-free and well-capitalized, will be led by Andy Moore and Jimmy Baker as Co-CEOs. Since 2017, BRS has led over 250 capital markets transactions, raised more than $115 billion in debt and equity, and advised on M&A and restructuring deals exceeding $33 billion in total value.

The tax-free separation aims to provide enhanced transparency for stakeholders and enable independent valuation of BRS as a pure-play investment bank focused on small cap and middle markets. BRS will maintain its own board of directors, with four members appointed by BRF, including two independent directors within 30 days.

B. Riley Financial (NASDAQ: RILY) has announced the completion of the sale of Atlantic Coast Recycling, for $70 million in cash proceeds. The transaction is expected to generate a gain of approximately $30 million in the first quarter. The company's Principal Investments team had initially invested about $39 million in the business, making it a profitable venture for B. Riley.

B. Riley Financial (NASDAQ: RILY) has released preliminary Q4 2024 financial estimates, projecting net income available to common shareholders between $48 million to $68 million, or $1.57 to $2.22 per diluted share. This includes approximately $236-247 million income from discontinued operations related to Great American businesses divesture.

The company reports a net loss from continuing operations of ($178) million to ($187) million, impacted by goodwill impairment charges of $73-79 million and $49 million in trading and investment losses. Operating adjusted EBITDA from continuing operations is estimated at $12-14 million.

As of December 31, 2024, B. Riley held $257 million in cash and restricted cash, with total debt of $1.78 billion. The company has reduced debt by over $700 million since January 2024 and retired its Nomura facility. The final audited results are due March 17, 2025.

B. Riley Financial (NASDAQ: RILY) has announced the completion of redemption procedures for all outstanding 6.375% Senior Notes due February 28, 2025 (NASDAQ: RILYM). The notes were redeemed at 100% of their principal amount, plus accrued and unpaid interest on the redemption date of February 28, 2025. Following the redemption, the Notes have ceased trading on NASDAQ.

B. Riley Financial (NASDAQ: RILY) has secured a new $160 million senior secured debt facility from Oaktree Capital Management. The company used $118 million to retire its Nomura Senior Secured Credit Agreement, with the remaining funds allocated for working capital, including up to $35 million for its participation in JOANN's liquidation joint venture.

Through GA Group, in which B. Riley holds a 44% stake, the company will serve as JOANN's exclusive liquidation agent for all 790 store locations, managing approximately $2 billion in retail inventory. The liquidation is expected to complete in 12 weeks.

The new three-year facility terms include an interest rate of three-month SOFR plus 8.00%. Additionally, B. Riley issued warrants to Oaktree to purchase 1,832,290 common shares (6% of outstanding stock) at $5.14 per share, representing a 20% premium to the 30-day VWAP.

B. Riley Financial (NASDAQ: RILY) has successfully regained compliance with Nasdaq Listing Rule 5250(c)(1) following the filing of its Third Quarter 10-Q. The company received confirmation from The Nasdaq Stock Market on February 24, 2025, verifying its return to compliance status. This listing rule specifically mandates that listed companies must file all required periodic reports with the Securities and Exchange Commission in a timely manner.

B. Riley Financial (NASDAQ: RILY) has announced it will release preliminary Q4 2024 financial results after market close on March 3, 2025, followed by an investor conference call at 4:30 p.m. ET. The company has filed its Q3 2024 Form 10-Q and expects to regain compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic reports.

During the upcoming conference call, management plans to provide a comprehensive business update, discuss priorities for the coming year, and outline capital allocation strategies focused on growth and value creation.