Beneficient

Good day and thank you for standing by. Welcome to the Beneficent Company's third quarter fiscal 2024 earnings call. At this time, all participants will be in a listen-only mode. After the presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 1 1 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 1 1 again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your host today, Dan Callahan from Beneficent. Please go ahead.

Thank you, and good afternoon, everybody. Thank you for joining us for Beneficent's fiscal third quarter 2024 conference call. In addition to this call, we issued an earnings press release that was posted to the shareholders section of our website at shareholders.trustben.com. As the operator indicated, today's webcast is being recorded and a replay will be available on the company's website, shareholders.trustmen.com. On today's call, management's prepared remarks and answers to questions may contain forward-looking statements that are subject to risks and uncertainties. Actual results and future events could materially differ from those discussed in these forward-looking statements because of factors described in our earnings press release and the risk factors section of our Form 10-K, and in subsequent filings we make with the Securities and Exchange Commission. Forward-looking statements represent management's current estimates, and beneficent assumes no obligation to update any forward-looking statements in the future. Today's call also contains certain non-GAAP financial measures. Please refer to our earnings press release, which is available on our website, for important disclosures regarding such measures including reconciliations to the most comparable GAAP financial measures. Hosting the call today are Brad Heppner, the CEO and Chairman of Beneficent, Greg Ezell, the Chief Financial Officer, and Jeff Welday, Global Head of Originations and Distribution. Following the prepared remarks, we'll hold a question and answer session with institutional and research analyst participants. I'll now turn it over to our CEO and Chairman, Brad Heppner. Brad?

Thank you, Dan. Good afternoon and thank you for joining us. Today we will cover our fiscal third quarter and year-to-date results. More importantly, we will also share with you our vision to accelerate Ben's growth. I'll start our remarks with an update on Ben's unique position in the alternative investment market as a new source of liquidity and capital, coupled with trustee custody and administration services. And then Jeff will provide a deeper dive into our current sales strategies and addressable markets, including plans to build our scale. And then Greg Azale will provide comments on key metrics from our quarterly results. Afterwards, we will take a few questions from institutional call participants. Since we are new to the market, and many of you are likely new to BEN, let's start with a quick overview of exactly what we are. BEN was created to simplify an otherwise complex task of providing fiduciary services and financings that deliver increased liquidity and capital for holders and managers of alternative assets while simultaneously increasing our public shareholders' exposure to various alternative investment asset classes comprising the collateral Ben's loan portfolio. While we can compress the crux of our business into that one pretty simple sounding line, the mechanics of achieving this vision rely on our state-of-the-art, internally developed FinTech platform, AltAccess. which is subject to bank regulator examination and works hand in hand with our first of its kind proprietary financing and trust structure that we call the Exalt Plan to deliver our products and our services to our customers. We believe these unique aspects, which have taken years to develop, differentiate our business from our competition. There have been organizations that have tried to offer early exit or liquidity solutions to our target market but haven't been able to deliver with certainty across three very important dimensions, price, cost, and time. Ben's Alt Access platform and the Exalt Plan financial products are designed to address each of these issues, which we believe will enable us to meet the incredible private market need for liquidity and capital among mid- to high-net-worth individuals, small- to mid-sized institutions, family offices, general partners, and the funds that they manage. There are many ways to measure the addressable market opportunity in front of Ben. but every measurement shares two characteristics. First, that the need for private market liquidity and capital is massive. Second, that our customers are underserved, including by fiduciaries, leaving them with few or limited pathways to achieve their objectives. We've now rolled out our innovative liquidity products and our trustee custody and administration services to the market through our powerful and proprietary FinTech platform, AltAccess. and we have begun the process of scaling our business to achieve operating leverage. We believe these factors will enable us to fulfill our vision of being the premier fiduciary provider of liquidity, capital, and related fiduciary services to a U.S. market that's valued in excess of approximately $2 trillion in net asset value. So let me dig in a little bit more. The market for alternative assets differs greatly from traditional investment assets where there is a robust marketplace with ample liquidity, capital, and ease of transactions through a number of regulated exchanges. With alternative assets, there is no common marketplace where a regulated fiduciary can act on behalf of investors, provide for dedicated permanent capital, and execute timely trades. These structural issues often make alternative assets very illiquid, difficult, and expensive to transact in for most investors, with the exception of well-capitalized, sophisticated financial firms. But in spite of these limitations, we are seeing more participation than ever in these alternative investments by smaller funds, by medium to high net worth individuals, and by other similar parties. The largest private equity funds have certain liquidity solutions available to them simply by virtue of their scale. But what do the growing cadre of smaller owners of these assets do when they need to monetize their holdings? That's where BEN comes in. Through BEN liquidity, which generates interest income, we finance the early liquidity from our customers' alternative assets when they otherwise have limited options. And then we custody the customers' alternative assets in trusts, which serve as a collateral of these financings through BEN custody. FinCustody generates trustee custody and administration fees for us. We may also combine a number of our financings together, including those originating and closed through our AltAccess FinTech platform, into one loan participation program, enabling us to raise cash from large institutional alternative asset investors that find these financings attractive. Ben has developed an end-to-end platform to access, to value, and to provide early liquidity for the illiquid alternative asset market and is now positioned to capitalize on its growth. Ben's fintech capabilities provide the starting point through our all-to-access platform, which is designed to attract alternative asset holders and enable efficient transactions. More importantly, we believe these tools drive our Ben liquidity and Ben custody segments, which can grow and scale to profitability hand-in-hand together far more quickly than either segment could do by themselves. By combining this platform with our extensive pool of relationship with holders of these private market assets and our marketing team's reach, the platform is now ready to grow the asset base and scale toward our operating goals. That's a great transition point now to hand the call over to Jeff Welbe. our global head of originations and distribution, to discuss the addressable market and our current performance. Jeff?

Thanks, Brad. So the global alternative assets market is estimated to be in excess of $12 trillion and has been growing at a rate in the mid to high teens for the last 15 years. In response to this surge in demand, the market has dramatically increased access to alternative asset products vehicles, and platforms for mid to high net worth individual investors and small to mid-sized institutions. The result of this trend is that these investors and institutions, Ben's target market, now hold over $2 trillion in alternative asset net asset value, just in the U.S. alone. At the same time, and to our knowledge, no firms have brought to market scalable, tech-enabled, and regulated solutions that would further the democratization of alternative assets by delivering alternative asset investors of all sizes the benefits of trustee, custody, and trust administration services, more robust reporting, and early exit solutions for their alternatives, all from a single provider and platform. The secondary market has grown from over $35 billion to $130 billion in annual transactions over the last decade, demonstrating the need and demand for early exit solutions. Unlike larger institutions, individual and smaller institutional investors have not had the same access to or benefit from the secondary market. We believe this is partly because the current secondary market is inefficient, complex, costly, and generally not built to serve mid- to high-net-worth individual and small- to mid-sized institutional investors who don't have the time or financial resources to engage in prolonged and complicated transactions. As Brad mentioned earlier, our fintech platform, or alt access, seeks to eliminate or mitigate many of these cumbersome friction points and pave the way for Ben to deliver our capabilities at scale to the marketplace. To ensure that Ben can meet marketplace demand, we specifically focus on three very important origination channels, general partner solutions, advisory platforms, and direct to investor. Let me start with our general partner solutions channel. General partners are often at the forefront of customer transactions through their fundraising efforts and limited partner interactions. Beneficent has a dedicated team delivering the company's solutions and services directly at the fund sponsor level to help ensure general partners and their limited partners have products and services at their fingertips. The second channel is our advisory platform channel. As mid to high net worth investors continue to add alternatives to their portfolios at an impressive rate, Beneficent seeks to partner with advisory platforms and service providers like broker dealers, RIAs, private banks, and alternative investment marketplace platforms to provide access to our platform as a turnkey, private-labeled experience. And then finally, the direct-to-investor channel. Beneficent has created various proprietary tools and patent-pending technologies, giving investors the direct ability to unlock the value of their alternative asset investments, without the involvement of intermediaries, if that's their preference. This includes an innovative tool called AltQuote that is accessible on our public site, TrustBend.com, where prospective customers can receive an indicative quote on over 82,000 alternative investment funds. Another source of demand for our services is generated through Beneficent's Preferred Liquidity Provider Program, or what we refer to as PLP. Through our PLP program, wealth managers and related advisory platforms and fund sponsors of all sizes and varieties can leverage Beneficent's technology and IP through enterprise engagements to make our liquidity products available to their clients. Our PLP program creates a significant source of potential early exit solutions for our partners and allows them to utilize and deploy our platform to their advisors, clients, and investors through a process designed to be elegant, seamless, turnkey, private labeled experience. Beneficent continues to be engaged in strategic partnership conversations and agreements with a variety of customers across the wealth and general partner landscape on introducing liquidity to the marketplace through this PLP program. Since December 31st of 2022, the PLP program grew from seven participating funds with $300 million and committed capital to now 19 funds and $1.5 billion in committed capital as of December 31st, 2023. Our focus now is on scaling the business to help achieve the operating leverage we believe can be attained as we seek to grow our loan portfolio. But it's not just about scale. It's about the assets collateralizing the loans, which are names you may know and recognize as some of the most exciting, innovative, and game-changing companies around the world. Our press release today gave you a snapshot of the significant and growing diversification in our collateral portfolio. It currently includes the largest private space exploration company, an innovative software and payment systems provider, designer and manufacturer of shaving products, a large online store for women's clothes and other fashionable accessories that has announced intentions to go public, and a mobile banking services provider, as well as many others. To help scale originations, we've launched an innovative approach to engage general partners within our target market. This marketing initiative is fully in play right now in generating new customer opportunities. Early data indicates that approximately 45% of our targeted contacts responded to our initial outreach, and approximately 42% proceeded to engage in discussions around our general partner solutions capability. Of those, we are seeing approximately 20% of those potential customers indicate they would consider participation in one of our GP Solutions program products. We find these initial results very encouraging as they represent significant potential value to the enterprise if and when they close. This marketing program is in its early stages and we believe we still have tremendous untapped opportunities to reach new contacts and to return to existing contacts with our current product offerings. In short, We believe we are well positioned to reach potential customers and grow our balance sheet and will continue to execute on these initiatives through the year end. That's probably a good place to hand the call off to Greg now to discuss our financial performance in more detail. Thank you, Jeff.

Now let's turn to our quarterly results in our financial position as of December 31st, 2023. For the purpose of my discussion, I will be focusing on the financial information for BIN liquidity and BIN custody business segments as it's the operations of these business segments along the corporate and other that accrues to BIN's equity holders. BIN generates revenues principally through two categories, interest revenue for supplying liquidity off its balance sheet, and fee revenue for the use of the platform and for trust services. In our BIN liquidity segment, we generate income through a base interest rate, approximately 10% annually of the total financing amount, and the potential for a one-time catch-up payment on the financing at the end of the life of the Limited Partnership Unit. This potential additional payment is generally capped at a 23% IRR net of all fees and other obligations. In our Bend custody segment, we generate transaction fees, approximately 7% one-time fee based on the initial NAV and any remaining unfunded commitment, and recurring custody and trust service fees of approximately 2.8% annually of the remaining NAV and remaining unfunded commitment. Total NAV in the trust is driven by new originations, liquidations of existing limited partnership interest, and the change in value of existing limited partnership interest. Venn Liquidity recognized $11.3 million in base interest revenue during the three months ended December 31, 2023, down 13.4% from the prior quarter due to lower carrying values of loans receivable, which is driven by higher allowances for credit losses. Operating income was a loss of $606.4 million due primarily to a non-cash charge I'll discuss in a minute. This compares to losses of $272.1 million in the prior quarter and $19 million in the December quarter last year. Adjusted operating income was $2.5 million versus a $4.7 million operating loss last quarter and a $2.1 million operating income in the December quarter last year. Bend custody recognized fee revenues of $5.9 million during the last quarter, which was down sequentially by 9.1%, primarily due to a decline in assets held in custody, which was down 13.0% sequentially to $432.5 million as compared to March 31, 2023. This drop in NAV was principally related to the decline in the fair value of securities of our former parent company. Operating income was a loss of $268.0 million, also due to non-cash charges compared to losses of $80.8 million in the prior quarter and income of $5.9 million in the December quarter last year. Adjusted operating income was $4.8 million versus $5.8 million last quarter and $5.9 million December quarter last year. The drop in sequential operating income was due to lower revenues due to decline in NAV discussed earlier and slightly lower professional service fees. Total segment operating loss, including corporate and other, was $894.6 million in the quarter versus $378.1 million in the prior quarter and $43.8 million in the December quarter last year. During the third fiscal quarter, we took a non-cash goodwill impairment charge of $883 and intersegment credit losses affecting BIN liquidity of $4.3 million arising from mark-to-market adjustments related to the securities of our former parent company. These non-cash charges are reflected in the segment operating results, primarily in BIN liquidity and BIN custody. To date, we have written down in excess of $2 billion of goodwill arising from a 2019 transaction with our former parent company. precipitated by the decline in our market capitalization over the past several quarters since our public listing. At this time, our remaining goodwill balance is $81.7 million. Further decline in our market capitalization could result in additional non-cash goodwill impairments in the future. Pivoting to the per share results, on a fully diluted Class A common shares basis, loss per share was $1.98 for the quarter. Over 95% of this loss per share was attributable to the non-cash goodwill impairment and the intersegment credit losses related to securities art form parent companies. Cash and cash equivalents ended the quarter at $11.2 million, up from $2.4 million in the prior quarter and $8.7 million at the beginning of the fiscal year. Total debt is at $128.2 million, down from $151.4 million at March 31, 2023. From a cash flow perspective, the company generated net cash flows of $1.7 million on a year-to-date basis. We look forward to meeting and speaking with investors and continuing to enhance our disclosures in the coming quarters as we move ahead. With that, we'll take a few questions from those participating in the call with us.

As a reminder, if you'd like to ask a question at this time, please press star 1-1 on your telephone and wait for your name to be announced. To withdraw your question, please press star 11 again. Please stand by while we compile the Q&A roster. Our first question will come from the line of Will Turnland with NanoCat Pod. Your line is now open.

Hi, it's Will Turnland with the NanoCat Podcast. So for your FinTech platform, AltAccess, Is that something you could license or sell as a standalone or is it intended only for use with the other liquidity and custody tools?

Well, hi, this is Brad Hefner. I'll take this question. This AltAccess is foundational to delivering our liquidity and custodial capabilities to our target markets at scale. The AltAccess, coupled with our proprietary trust structure called the Exalt plan, That eliminates many of the friction points, many of the delays and expenses that prevent liquidity from alternative assets from being achieved among individual investors. We specifically built AltAccess with the functionality to operate under our brand or to be white-labeled and delivered through various API options to any third-party platform. whether that third party is a wealth management firm, a service provider, or general partners for their funds in particular. By offering our AltAccess to third party providers, it would provide Ben with an additional avenue of potential platform service fee revenues. So that's an additional revenue stream we could earn here. AltAccess has a number of key features, including the submission the creation and delivery of liquidity requests and proposals all through our CyberSecure SOC 2 Type 1 and 2 certified platform. And that is all subject to banking regulator testing and examination. Another important feature of that platform is that it allows for transactions to remain confidential. Most exchange platforms are based on a process where the potential transaction and all the related information may be made available to many different parties. Here it's kept confidential just with Beneficient. Lastly, by delivering AltAccess out as a private label online experience, it may become an efficient and effective way for Ben to serve as a preferred liquidity provider, delivering our white glove experience for advisors on behalf of their clients or for general partners on behalf of their limited partners as well. I hope that was helpful in answering the question. Thank you.

Our next question will come from the line of Robert Sassoon with Water Tower Research. Your line is now open, Robert.

Okay, thank you. Thank you for taking my questions. You referenced that providing capital customers and generating services revenue go hand-in-hand for your business model. So can you actually add a little bit more color as to why that matters and what makes it unique? And as an adjunct to that, are there others in the market, even if they're not providing a complete solution?

Well, I'm going to answer the question again. This is Brad Heppner. We operate here at Ben under a very unique piece of Kansas legislation that created the technology-enabled fiduciary financial institution. We call those TEFIs. And the TEFI charter requires that we provide both our financing and our services in a fiduciary capacity. So these go hand in hand. We believe that the stronger our balance sheet is, the stronger our position to expand our fiduciary services under this unique charter is an exciting opportunity for us. As the only entity right now, we're the only entity with a TEFI charter, and we're uniquely able to conduct fiduciary financing transactions where Ben can finance liquidity and capital transactions in a fiduciary capacity for our customers. Most customers cannot find fiduciaries to provide that. Our TEFI charter also allows Ben to serve as a trustee and custodian for the trusts that need to be created to complete the fiduciary financings. These are all in addition to traditional trust administration and sub-custody functions that Ben could always also provide to holders of these assets on a third-party basis. But under our architecture, we can earn fees across a wider spectrum as we deliver solutions to our main target markets. There are other commodity custodian providers in the market. But being just a custodian limits your scope and the value you can provide when you look at the totality of what the private asset investor truly needs. They need both the fiduciary services and the fiduciary financing from a strong balance sheet.

Thank you for that. Just one more point of clarification. On the balance sheet, it seems you've endured a pretty heavy round of write-downs in the last couple of quarters. Should we expect additional goodwill write-downs, and are you largely done with that?

Well, I'm going to ask Greg Azale, our CFO, to field this question.

Thanks for the question. These are largely done. The write-downs we've taken thus far are primarily driven by the decrease in our market capitalization since our public listing after this quarter's impairment. Goodwill is only about $81.7 million. That's what remains. So that would be the outside limits of any future Goodwill impairment that could be recorded. We will have to continue to test Goodwill for impairment at least annually and more frequently if a triggering event occurs. I will say that without improvement in the current stock price, as will be noted in our forthcoming 10Q that will be filed tomorrow, we would anticipate another Goodwill impairment test being necessary at March 31, 2024. Also, I'd mention that we do provide supplemental non-GAAP financial results, including adjusted operating income and loss that would exclude certain items, including the non-cash goodwill impairment charges. We believe these supplemental financial results help investors by providing a view of the operating results of the underlying core business, exclusive of these non-cash charges such as the goodwill impairment.

Okay, thank you for those answers. I'll jump back in the queue.

Our next question will come from the line of Jennifer Scooty with the Benchmark Company. Your line is now open.

Hi, good afternoon, and again, thank you for taking my question. In your press release and in your formal comments, you talked a bit about a marketing program, GP Solutions. I was hoping you could just go into a bit more detail on that program, specifically who are you targeting and how much could this help in scaling your asset base? Thank you.

Hey, Jennifer. This is Jeff Welde. I'll go ahead and take that question. So as you noted and I mentioned in my earlier comments, we have multiple complementary channels of origination where we have source deal flow and closed business. Those three channels, again, are general partner solutions, our advisory platforms channel, and then our direct-to-investor channel. And GP Solutions is really the primary channel that we've built the business on to date. Ben's current balance sheet was built by successfully closing on liquidity financings, collateralized over $1 billion of NAV for multiple fund sponsors through our GP Solutions channel since 2017. So our GP Solutions offerings, which are really targeted at fund general partners and sponsors rather than limited partners, cover a variety of liquidity, capital, and custody and trust administration products and services that may be offered to the approximately 2,000 general partners that fall within Ben's target market. And as a result, we see GP Solutions continuing to be a significant potential contributor to the growth of our balance sheet. to our other channels of originations, the advisory platform channel and the direct to investor channel. And thanks for asking the question.

Yeah, thank you. That was very helpful.

That concludes today's question and answer session. I'd like to turn the call back to Dan Callahan for closing remarks.

Thank you to Brad, Jeff, and Greg, and to everyone who tuned into the webcast today. To keep up with news and events about Beneficent, we encourage everyone to go to our website, TrustBend.com, and our investor pages, shareholders.TrustBend.com. Again, thanks to all, and have a great rest of your day.

This concludes today's conference call. Thank you for participating. You may now disconnect.