Executive Summary

Q3 2024: The company did not furnish full quarterly financials and filed a Form 12b-25 for late filing; no Q3 earnings call transcript is available. Focus in the period shifted to deleveraging, asset monetization, and strategic actions while working to return to a normal filing cadence in 2025 .
Significant actions: Partnership with Oaktree for Great American Group (approx. $203M cash to RILY plus preferred units; EV ~$386M; closing expected Q4 2024), brand assets securitization yielding ~$236M cash (earmarked for debt reduction), and planned sale of a portion of the W‑2 wealth advisory business to Stifel for ~$27–$35M cash (closing expected early Q2 2025) .
Dividend policy change: Management suspended the common dividend in Q2 to prioritize deleveraging, while preferred dividends continued as declared in October 2024 .
Key near-term catalysts: Completion of Oaktree partnership and brand monetization proceeds hitting debt paydown, plus resolution of filing delinquency and return to normal cadence in 2025 .

What Went Well and What Went Wrong

What Went Well

Strategic monetization: ~$236M cash from securitizing brand assets with intention to pay down senior secured debt, reinforcing deleveraging efforts .
Partnered transaction for Great American Group: Agreement with Oaktree implies ~$203M cash consideration to RILY plus preferred units; RILY retains ~47% of common units—expected to reduce debt while keeping equity upside .
Management reaffirmed focus on core businesses: “We will be refocusing on our core financial services businesses,” with intent to support clients across small/mid-cap markets; also highlighted strong advisory and wealth businesses earlier in 2024 .

What Went Wrong

Filing delays: Company furnished 12b-25 for Q3 and later disclosed an additional Nasdaq delinquency notice, delaying investors’ visibility into quarterly metrics and forcing a 2025 normalization plan .
Investment losses/impairments: In Q2, projected net loss of $435–$475M driven by non-cash write-downs tied to FRG/Vintage Capital and a $28M goodwill impairment at Targus; tax valuation allowance ~$25M .
Regulatory scrutiny: Management disclosed receiving SEC subpoenas in July related to dealings with Brian Kahn/FRG; cooperating but acknowledged the overhang on confidence .

Financial Results

Note: The company did not disclose full Q3 2024 results; select context from Q1 and preliminary Q2 2024 is included. Wall Street consensus estimates from S&P Global were unavailable due to access limitations; estimate comparisons are therefore not provided.

Summary Financials vs. Prior Periods

Metric	Q1 2024	Q2 2024	Q3 2024
Revenue ($USD Millions)	$343.0	Not disclosed (prelim release only)	Not disclosed (12b-25 furnished; estimates referenced but not provided in 8-K)
Diluted EPS ($)	($1.71)	([$14.00]–[$15.00]) loss per share (prelim)	Not disclosed
Operating Adjusted EBITDA ($USD Millions)	$65.8	$50–$55 (prelim)	Not disclosed
Total Debt ($USD Billions)	$2.19	~$2.16	Not disclosed

Segment Breakdown (reported period detail where available)

Segment Revenues ($USD Millions)	Q1 2024	Q2 2024	Q3 2024
Capital Markets	$89.8	N/A	N/A
Wealth Management	$51.8	N/A	N/A
Auction & Liquidation	$5.8	N/A	N/A
Financial Consulting	$35.1	N/A	N/A
Communications	$82.4	N/A	N/A
Consumer Products	$51.5	N/A	N/A

KPIs and Balance Sheet Context

KPI	Q1 2024	Q2 2024	Q3 2024
Cash & Equivalents ($USD Millions)	$191	~$237	Not disclosed
Total Cash & Investments ($USD Billions)	$1.61	~ $1.1	Not disclosed
Wealth Mgmt AUM ($USD Billions)	$25.8	Not disclosed	3.5–4.5 AUM to transfer to Stifel (subset; early 2025)

Guidance Changes

Metric	Period	Previous Guidance	Current Guidance/Action	Change
Common Dividend	2024	Declared $0.50 per share for Q1 (paid ~June 11, 2024)	Suspended to prioritize deleveraging (Q2 announcement)	Lowered
Preferred Dividends	Q4 2024	Not specified prior period	Declared: Series A $0.4296875; Series B $0.4609375 per depositary share; payable Oct 31, 2024	Maintained
Great American Group Transaction	Q4 2024	Strategic review ongoing	Partnership with Oaktree; ~$203M cash to RILY; preferred units; RILY retains ~47% common units; EV ~$386M; closing expected Q4 2024	New transaction (debt reduction focus)
Brand Assets Monetization	Q4 2024	Portfolio under review	~$236M cash proceeds; to pay down senior secured debt	New monetization (deleveraging)
Wealth Mgmt (W‑2 advisors)	Early Q2 2025	Consolidation/improving margins (Q1 commentary)	Agreement to sell portion (40–50 advisors; $3.5–$4.5B AUM) to Stifel for ~$27–$35M cash	Portfolio reshaping
Filing Cadence	2024→2025	Late filings in Q2/Q3 2024	Additional Nasdaq delinquency notification; expects normal cadence in 2025	Process update

Earnings Call Themes & Trends

Topic	Previous Mentions (Q1 & Q2 2024)	Current Period (Q3 2024)	Trend
FRG/Vintage exposure & investment marks	Q2 prelim: $330–$370M non-cash write-down; Targus $28M impairment; ~$25M tax valuation allowance; net loss est. $435–$475M ; Management context on FRG and consumer headwinds	No call; focus on filing delays and monetization actions	Overhang persists; mitigating via asset actions
Dividend/Deleveraging	Suspended common dividend to prioritize deleveraging	Strategy reinforced via brand monetization and Oaktree partnership	Continuing deleveraging
Regulatory/Legal	SEC subpoenas in July; cooperation; internal investigation found no involvement in alleged misconduct	Continued attention on filings and compliance path to 2025	Managing compliance risk
Capital Markets activity	Q1: improving environment, fee income strength at Securities; advisory record quarter ; Q2 commentary on increasing activity	No Q3 call detail; BRS (subsidiary) later showcased strong Q3 2025 momentum (context only)	Improving backdrop (context), but Q3 2024 disclosure limited
Business portfolio reshaping	Great American review (Q1 Q&A) ; planned actions discussed	Oaktree partnership announced; brand assets monetized; planned Stifel transaction	Active portfolio optimization

Management Commentary

“We will be suspending our common dividend as we prioritize deleveraging... We will continue to work towards maximizing value from our existing principal positions and positioning the firm to capitalize on opportunities presented to our core operating businesses.” — Bryant Riley (Q2 release/commentary) .
“Our second quarter results were negatively impacted by non-cash losses... related to FRG and Vintage Capital... rapid deterioration in consumer spending... compounded by the ongoing fallout related to the alleged misconduct of FRG’s former CEO.” — Bryant Riley (Q2 preliminary release) .
“We will be refocusing on our core financial services businesses... I have the highest confidence in the resilience of our platform.” — Bryant Riley (Q2 preliminary release) .
“Advisory Services delivered its strongest Q1 results... Wealth Management operating margins have continued to improve... communications portfolio continued to deliver steady cash flow.” — B. Riley management (Q1 release) .

Q&A Highlights

Great American Group review/timing: Management saw strong interest and considered selling the business to reduce debt, while noting retained options if price not compelling .
FRG status: Management cited cash proceeds from Sylvan sale, potential securitization at Pet Supplies Plus, and runway to turn underlying businesses as the consumer cycle normalizes .
Communications margins: Margin compression attributed to Lingo and BullsEye; potential portfolio adjustments to improve margins .
Dividend/capital allocation: Dividend reduction and asset sales framed around deleveraging and exploiting embedded value in bonds via buybacks .
Expense timing: Some spillover costs from 10-K and internal review expected in Q2 but lower than Q1 .

Estimates Context

Wall Street consensus (S&P Global) for Q3 2024 EPS and revenue was not retrievable due to system request limits; therefore, estimate comparisons are unavailable for this report. Values would have been retrieved from S&P Global if accessible.
Management did not furnish Q3 numeric results in the 8‑K; only referenced 12b‑25 filing with estimates incorporated by reference, limiting visibility for estimate versus actual comparisons .

Key Takeaways for Investors

Expect near-term focus on deleveraging with tangible catalysts: ~$236M brand cash proceeds and the Oaktree Great American partnership (cash plus preferred units), both earmarked to reduce debt while preserving equity upside .
Q3 2024 disclosure is limited; watch for 2025 cadence restoration and completed transactions as primary stock catalysts .
The FRG/Vintage-related losses and SEC scrutiny remain overhangs; management is cooperating and refocusing investor narrative toward core operating businesses .
Advisory and Securities businesses demonstrated resilience earlier in 2024; portfolio reshaping (sale to Stifel, brand monetization) should simplify the story and improve capital flexibility .
Dividend suspension indicates prioritization of balance sheet health; preferred dividends persisted, signaling continued capital discipline and stakeholder considerations .
Trading implication: Stock likely sensitive to updates on closing of Oaktree transaction, debt paydown execution, and any filing/SEC developments; path to normalized reporting could compress uncertainty discounts .
Medium-term: A simpler, core-focused platform with reduced leverage may re-rate as cyclicality in small/mid-cap capital markets and advisory demand improves and principal investment volatility recedes .

B. Riley Financial, Inc. (RILY)·Q3 2024 Earnings Summary