Beneficient

Good day and thank you for standing by. Welcome to Beneficent Company fourth quarter fiscal 2024 earnings conference call and webcast. Please be advised that today's conference is being recorded. I would now like to hand the conference over to Dan Callahan. Please go ahead.

Good morning and thank you for joining us today for Beneficent's fiscal fourth quarter and full year 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.trustbend.com. Today's website is being recorded, and a replay will be available on the company's website at shareholders.trustbend.com. On today's call, management's prepared remarks may contain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ from those discussed today. 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. On the call today are Brad Heppner, CEO and Chairman, and Greg Azell, Chief Financial Officer. I'll turn it over to Brad Heppner. Brad.

Thank you, Dan. Good morning, and thank you for joining us. Today I will cover our plans to grow Ben's business through a combination of liquidity and primary capital fiduciary solutions as we work to scale our business and bring benefits to our customers and our shareholders. Then Greg will provide comments on our quarterly and annual results as we closed out fiscal year 2024. I know many of you may still be new to Ben's business and strategy, so let's start with a quick overview of exactly what Ben is and why we are unique. simply stated, been what's created to provide fiduciary products and services that deliver increased liquidity and primary capital for holders and managers of alternative assets. For smaller managers, finding liquidity for alternative assets is an incredibly complex, expensive, and time-consuming process. This can often take as long as 15 months or more, if liquidity can be found at all. To address this problem, we have built a FinTech platform and fully integrated process with a goal of completing these important transactions in as little as 15 days. We've also created, through our GP Solutions Group, a unique primary capital fiduciary financing product aimed at general partners, which we see as an adjacent related market, as smaller managers are experiencing similar challenges sourcing capital and a lack of innovative new solutions to solve this problem. In our operating business, we benefit from at least three inherent advantages, including being a public company, statutory and regulatory oversight and compliance, and a custom-built technology platform to deliver our products and services. These advantages provide a substantial mode around our business as we work to scale up and deliver on our vision. Included in that mode is our state-of-the-art bank regulator examined, and internally developed FinTech platform AltAccess, our first of a kind fiduciary trust architecture governed by statutes enacted for just this purpose, and thousands of our industry relationships giving us access to the holders of these private assets. In providing these important fiduciary products and services to the marketplace, we will generate fee revenue from the fiduciary products and trusts and custody services similar to other publicly traded asset managers, and will also provide our investors a unique opportunity to benefit from the upside returns of the underlying loan portfolios. Let's dig into this opportunity in a bit more detail. With alternative assets, there is no communal marketplace where regulated fiduciary acting on behalf of the investors provides dedicated permanent capital and ease of timely trade execution for early liquidity. Because of these structural issues, alternative assets are very illiquid, time-consuming, and expensive to transact in and hold for most investors, with the exception of well-capitalized, sophisticated institutional firms. But in spite of these limitations, we are seeing more participation than ever in these alternative investments by our primary targeted audience of smaller funds, mid to high net worth individuals, and small to mid-sized institutions. Of the more than $2.7 trillion of net asset value owned by Ben's targeted mid-high net worth and small to medium-sized institutional markets in the U.S. alone, we estimate that the unmet demand for liquidity is over $61 billion annually. As our target markets grow in size and increase their allocations to alternative investments, we estimate this unmet demand for liquidity will grow to over $100 billion within the next five years. Further, general partner-led restructurings continue to drive a meaningful share of the overall secondary market for need, the market need for liquidity that is well positioned to provide and to compete for opportunities in this $106 billion market based on several factors that help define this large and growing target market. Our focus is to continually disrupt the old ways of operating in the alternative investment industry by introducing innovative new solutions for the future to address this unmet demand for liquidity, primary capital, and tools to successfully navigate the alternative asset markets. Combining these two markets, we are poised to address this $167 billion demand for liquidity for mid-high net worth investors, small to medium sized institutions, and general partners. Lastly, as fund sponsors continue to launch new products and face an increasingly competitive and challenging fundraising environment, Ben estimates the potential demand for primary commitments to meet fundraising needs, which we can finance directly from our balance sheet, to be up to $330 billion over the coming years. The deals we have done to date demonstrate that our architecture can deliver on these critical points for small institutional holders mid to high net worth individuals, mid-sized general partner managers, and the like. Through BEND liquidity, we finance, as a fiduciary, liquidity from the investor's alternative assets when they have otherwise limited options, and we provide custody services related to these financings in trusts through BEND custody, which generates trustee custody administrative fees. These fiduciary financings are backed by the limited partnership interests of our customers. Our proprietary AltAccess FinTech platform facilitates a seamless and efficient transaction experience through an online and customer-friendly portal. Further opportunities may include combining a number of our financings that may be generated and closed through our AltAccess platform together into a loan participation program that may be attractive to other institutional alternative asset lenders while providing Ben cash liquidity. We aim to capture the opportunities we see in our served markets through our market awareness strategy, which is designed to be cost-effective and data-driven. Using third-party data, internal system intelligence, and Ben's own networks, Ben creates awareness campaigns to engage with customers who we believe could benefit from our products and services. As Bend Liquidity closes liquidity and primary capital transactions with our customers, the exalt loaned collateral portfolio is expected to proportionately increase. Our plan is to grow and scale our capital commensurate with the demand for liquidity and primary capital products and in a manner that strengthens Bend's balance sheet over time. In order to achieve an optimized adjusted return and diversification under our Optima Malt Endowment model, operational economies of scale, improved margins, and tangible book value for our shareholders, our company must innovate and market new fiduciary products and services. As part of that commitment to innovation, our board has approved the launch of the Exchange Trust product plan to complete up to $5 billion of fiduciary financings to customer exalt trusts through the Exchange Trust transactions. The exchange trust product plan will require that each fiduciary financing to a customer exalt trust under the plan be subject to prequalification and be priced based on an automated formula-based pricing model. Once an exchange trust transaction is cleared underwriting and risk prequalification, the formula is designed to automatically price the fiduciary financing to the customer exalt trust to achieve a required risk-adjusted return that is expected to be accretive to our stockholders. Our objective is to further facilitate market adoption of our fiduciary products and services, including our liquidity and primary capital products, and potentially improve the economic efficiency of affecting the optimum alt endowment model balance sheet strategy. As a result of the adoption of the Exchange Trust product plan and efficiencies in connection with the formula-based financing, We believe we will ultimately be able to reduce our transaction closing times down to 15 days. During fiscal 2024, we achieved our goal of becoming listed on NASDAQ. We continue to demonstrate how our business model fills a critical market need. However, I'm even more excited about what comes next as we work to grow our business, scale our balance sheet, introduce new integrated fiduciary services, and deliver on the opportunities we see in innovating new products and services that seek to disrupt our industry for the benefit of all alternative investors. Before I hand off the call, I want to also provide an update on various legal proceedings. On May 22nd, a federal judge in the United States District Court for the Eastern District of Texas ruled against a motion to dismiss Ben's lawsuit against a Wall Street Journal reporter Alex Gladstone for defamation. The judge's ruling stated that, this is a quote, the article repeatedly juxtaposes facts and use a provocative language in ways to convey the defamatory gist identified by plaintiffs and noted that the party's communications plainly demonstrate plaintiffs contesting Gladstone's determine, which he elsewhere refers to as predetermined, facts informing him and material facts he had omitted. As part of the ruling, the judge noted that the tweet and article did not accurately reflect hundreds of pages of information Gladstone himself submitted to the court, much of which came from Ben as we attempted to show that his story was inaccurate. Also on July 1st, the company and key members of its leadership received letters from the SEC advising us that the SEC staff has terminated its investigation and does not intend to recommend an enforcement action by the SEC under the previously issued WELLS notices. With that, I will hand the call off to Greg to discuss our financial performance in more detail. Greg?

Thank you, Brad. Let's now turn to our quarterly and full-year results in our financial position as of March 31, 2024. Our primary business segments are BIN Liquidity, which generates interest revenue for supplying liquidity off the balance sheet, and BIN Custody, which produces fee revenue for the use of the platform and trust services. As typical, I will be focusing my discussion on these business segments since it's their operations along with corporate and other that accrues to BIN's equity holders. During the fourth quarter, BIN Liquidity recognized $10.6 million in base interest revenue, down 5.6% from the prior quarter, due to lower carrying value of loans receivable, which was driven by higher allowances for credit losses. For the full year, revenue was $46.9 million, down 7.6%, also due to lower carrying value of loans receivable because of higher allowances for credit losses. Operating loss for the fourth fiscal quarter was $29.4 million, compared to an operating loss of $606.4 million in the prior quarter, which included a large non-cash goodwill impairment charge. Absent those, adjusted operating income in the prior quarter was $2.5 million. The decrease was primarily due to higher credit loss adjustments partially offset by lower credit loss adjustments related to securities of our former parent company in the fiscal fourth quarter. For the full year, operating loss was $1.8 billion compared to an operating loss of $46.5 million in the prior year period. The current period loss was driven by non-cash goodwill impairment totaling $1.7 billion and credit losses largely related to securities of our former parent company. Adjusted operating loss for the full year was $41.2 million compared to adjusted operating income of $9.7 million in the prior year period. The decrease in adjusted operating income primarily relates to higher credit losses all set partially by lower credit loss adjustments related to securities of our former parent company recognized in the current fiscal year and additional interest expense. Moving on to Bend custody, The average of alternative assets and other securities held in the period was $381.2 million, compared to $491.9 million as of March 31, 2023. The decrease was driven by unrealized losses on existing assets, principally related to interest in a wind-down trust for a bankrupt entity, and distributions, which were partially offset by new liquidity transactions of bin liquidity of $50.1 million during the current fiscal year. representing 10.2% of NAV as of March 31, 2023. However, approximately 37.7 million of the NAV originated during the current fiscal year was written off during the year ended March 31, 2024. Revenues applicable to be in custody were 5.6 million for the fourth fiscal quarter compared to 5.9 million for the quarter ended December 31, 2023. The decrease was a result of lower NAV of alternative assets and other securities held in custody For the full year, revenues were $24.5 million, down 15.5% as compared to the prior year period due to lower NAV of alternative assets and other securities held in custody. Operating loss for the fourth fiscal quarter was $50.0 million compared to an operating loss of $268.0 million for the quarter ended December 31, 2023. The decrease in operating loss was primarily due to lower non-cash goodwill impairment in the fourth fiscal quarter of $28.7 million compared to $272.8 million in the quarter ended December 31, 2023. Additionally, in the fourth fiscal quarter, we recognized a $25.5 million provision for credit losses related to accrued fees collateralized by securities of our former parent company compared to no such credit losses in the quarter ended December 31, 2023. Adjusted operating income for the fourth fiscal quarter was $4.0 million compared to adjusted operating income of $4.8 million for the quarter ended December 31, 2023. The decrease was primarily due to a change in revenue due to lower NAV of alternative assets and other securities held in custody during the fourth fiscal quarter. Operating loss for the full year ended March 31, 2024 was $588.8 million, compared to operating income of $24.0 million in the prior year period, with the decrease in operating income potentially related to non-cash goodwill impairment, $583.3 million and a $25.5 million provision for credit loss related to accrued fees collateralized by securities of our former parent company in the current fiscal year. Excluding these items, adjusted operating income for the fiscal year 2024 was $19.8 million compared to adjusted operating income of $24.0 million in the prior year period. At year end, The company had cash and cash equivalents of $7.9 million and total debt of $120.5 million. Distributions received from alternative assets and other securities held in custody totaled $46.3 million for the year compared to $85.0 million for the prior year. Total investments at fair value of $329.1 million at March 31, 2024 supported Ben Liquidity's loan portfolio. We look forward to meeting and speaking to investors about our business and growth initiatives in the coming quarters as we move ahead.

With that, we close out today's webcast. Thanks to all who logged in this morning. Have a great rest of your day.

This concludes today's conference. Thank you for participating. You may now disconnect. Thank you. you Thank you. Thank you. Good day and thank you for standing by. Welcome to Beneficent Company fourth quarter fiscal 2024 earnings conference call and webcast. Please be advised that today's conference is being recorded. I would now like to hand the conference over to Dan Callahan. Please go ahead.

Good morning and thank you for joining us today for Beneficent's fiscal fourth quarter and full year 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. Today's website is being recorded, and a replay will be available on the company's website at shareholders.trustben.com. On today's call, management's prepared remarks may contain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ from those discussed today. 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. On the call today are Brad Heppner, CEO and Chairman, and Greg Azell, Chief Financial Officer. I'll turn it over to Brad Heppner. Brad.

Thank you, Dan. Good morning, and thank you for joining us. Today I will cover our plans to grow Ben's business through a combination of liquidity and primary capital fiduciary solutions as we work to scale our business and bring benefits to our customers and our shareholders. Then Greg will provide comments on our quarterly and annual results as we closed out fiscal year 2024. I know many of you may still be new to Ben's business and strategy, so let's start with a quick overview of exactly what Ben is and why we are unique. simply stated, been what's created to provide fiduciary products and services that deliver increased liquidity and primary capital for holders and managers of alternative assets. For smaller managers, finding liquidity for alternative assets is an incredibly complex, expensive, and time-consuming process. This can often take as long as 15 months or more, if liquidity can be found at all. To address this problem, we have built a FinTech platform and fully integrated process with a goal of completing these important transactions in as little as 15 days. We've also created, through our GP Solutions Group, a unique primary capital fiduciary financing product aimed at general partners, which we see as an adjacent related market, as smaller managers are experiencing similar challenges sourcing capital and a lack of innovative new solutions to solve this problem. In our operating business, we benefit from at least three inherent advantages, including being a public company, statutory and regulatory oversight and compliance, and a custom-built technology platform to deliver our products and services. These advantages provide a substantial mode around our business as we work to scale up and deliver on our vision. Included in that mode is our state-of-the-art bank regulator-examined, and internally-developed fintech platform AltAccess, our first-of-a-kind fiduciary trust architecture governed by statutes enacted for just this purpose, and thousands of our industry relationships giving us access to the holders of these private assets. In providing these important fiduciary products and services to the marketplace, we will generate fee revenue from the fiduciary products and trusts and custody services similar to other publicly traded asset managers, and will also provide our investors a unique opportunity to benefit from the upside returns of the underlying loan portfolios. Let's dig into this opportunity in a bit more detail. With alternative assets, there is no communal marketplace where regulated fiduciary acting on behalf of the investors provides dedicated permanent capital and ease of timely trade execution for early liquidity. Because of these structural issues, alternative assets are very illiquid, time-consuming, and expensive to transact in and hold for most investors, with the exception of well-capitalized, sophisticated institutional firms. But in spite of these limitations, we are seeing more participation than ever in these alternative investments by our primary targeted audience of smaller funds, mid to high net worth individuals, and small to mid-sized institutions. Of the more than $2.7 trillion of net asset value owned by Ben's targeted mid-high net worth and small to medium-sized institutional markets in the U.S. alone, we estimate that the unmet demand for liquidity is over $61 billion annually. As our target markets grow in size and increase their allocations to alternative investments, we estimate this unmet demand for liquidity will grow to over $100 billion within the next five years. Further, general partner-led restructurings continue to drive a meaningful share of the overall secondary market for the need, the market need for liquidity that is well positioned to provide and to compete for opportunities in this $106 billion market based on several factors that help define this large and growing target market. Our focus is to continually disrupt the old ways of operating in the alternative investment industry by introducing innovative new solutions for the future to address this unmet demand for liquidity, primary capital, and tools to successfully navigate the alternative asset markets. Combining these two markets, we are poised to address this $167 billion demand for liquidity for mid-high net worth investors, small to medium sized institutions, and general partners. Lastly, as fund sponsors continue to launch new products and face an increasingly competitive and challenging fundraising environment, Ben estimates the potential demand for primary commitments to meet fundraising needs, which we can finance directly from our balance sheet, to be up to $330 billion over the coming years. The deals we have done to date demonstrate that our architecture can deliver on these critical points for smaller institutional holders mid to high net worth individuals, mid-sized general partner managers, and the like. Through BEND liquidity, we finance, as a fiduciary, liquidity from the investor's alternative assets when they have otherwise limited options, and we provide custody services related to these financings in trusts through BEND custody, which generates trustee custody administrative fees. These fiduciary financings are backed by the limited partnership interests of our customers. Our proprietary AltAccess FinTech platform facilitates a seamless and efficient transaction experience through an online and customer-friendly portal. Further opportunities may include combining a number of our financings that may be generated and closed through our AltAccess platform together into a loan participation program that may be attractive to other institutional alternative asset lenders while providing Ben cash liquidity. We aim to capture the opportunities we see in our served markets through our market awareness strategy, which is designed to be cost-effective and data-driven. Using third-party data, internal system intelligence, and Ben's own networks, Ben creates awareness campaigns to engage with customers who we believe could benefit from our products and services. As Ben Liquidity closes liquidity and primary capital transactions with our customers, the exalt loaned collateral portfolio is expected to proportionately increase. Our plan is to grow and scale our capital commensurate with the demand for liquidity and primary capital products and in a manner that strengthens Ben's balance sheet over time. In order to achieve an optimized adjusted return and diversification under our Optima Malt Endowment model, operational economies of scale, improved margins, and tangible book value for our shareholders, our company must innovate and market new fiduciary products and services. As part of that commitment to innovation, our board has approved the launch of the Exchange Trust product plan to complete up to $5 billion of fiduciary financings to customer exalt trusts through the Exchange Trust transactions. The exchange trust product plan will require that each fiduciary financing to a customer exalt trust under the plan be subject to prequalification and be priced based on an automated formula-based pricing model. Once an exchange trust transaction is cleared underwriting and risk prequalification, the formula is designed to automatically price the fiduciary financing to the customer exalt trust to achieve a required risk-adjusted return that is expected to be accretive to our stockholders. Our objective is to further facilitate market adoption of our fiduciary products and services, including our liquidity and primary capital products, and potentially improve the economic efficiency of affecting the optimum alt endowment model balance sheet strategy. As a result of the adoption of the Exchange Trust product plan and efficiencies in connection with the formula-based financing, we believe we will ultimately be able to reduce our transaction closing times down to 15 days. During fiscal 2024, we achieved our goal of becoming listed on NASDAQ. We continue to demonstrate how our business model fills a critical market need. However, I'm even more excited about what comes next as we work to grow our business, scale our balance sheet, introduce new integrated fiduciary services, and deliver on the opportunities we see in innovating new products and services that seek to disrupt our industry for the benefit of all alternative investors. Before I hand off the call, I want to also provide an update on various legal proceedings. On May 22nd, a federal judge in the United States District Court for the Eastern District of Texas ruled against a motion to dismiss Ben's lawsuit against a Wall Street Journal reporter Alex Gladstone for defamation. The judge's ruling stated that, this is a quote, the article repeatedly juxtaposes facts and use a provocative language in ways to convey the defamatory gist identified by plaintiffs and noted that the party's communications plainly demonstrate plaintiffs contesting Gladstone's determine, which he elsewhere refers to as predetermined, facts informing him and material facts he had omitted. As part of the ruling, the judge noted that the tweet and article did not accurately reflect hundreds of pages of information Gladstone himself submitted to the court, much of which came from Ben as we attempted to show that his story was inaccurate. Also on July 1st, the company and key members of its leadership received letters from the SEC advising us that the SEC staff has terminated its investigation and does not intend to recommend an enforcement action by the SEC under the previously issued WELLS notices. With that, I will hand the call off to Greg to discuss our financial performance in more detail. Greg?

Thank you, Brad. Let's now turn to our quarterly and full-year results in our financial position as of March 31, 2024. Our primary business segments are BIN Liquidity, which generates interest revenue for supplying liquidity off the balance sheet, and BIN Custody, which produces fee revenue for the use of the platform and trust services. As typical, I will be focusing my discussion on these business segments, since it's their operations along with corporate and other that accrues to BIN's equity holders. During the fourth quarter, BIN Liquidity recognized $10.6 million in base interest revenue, down 5.6% from the prior quarter, due to lower carrying value of loans receivable, which was driven by higher allowances for credit losses. For the full year, revenue was $46.9 million, down 7.6%, also due to lower carrying value of loans receivable because of higher allowances for credit losses. Operating loss for the fourth fiscal quarter was $29.4 million, compared to an operating loss of $606.4 million in the prior quarter, which included a large non-cash goodwill impairment charge. Absent those, adjusted operating income in the prior quarter was $2.5 million. The decrease was primarily due to higher credit loss adjustments partially offset by lower credit loss adjustments related to securities of our former parent company in the fiscal fourth quarter. For the full year, operating loss was $1.8 billion compared to an operating loss of $46.5 million in the prior year period. The current period loss was driven by non-cash goodwill impairment totaling $1.7 billion and credit losses largely related to securities of our former parent company. Adjusted operating loss for the full year was $41.2 million compared to adjusted operating income of $9.7 million in the prior year period. The decrease in adjusted operating income primarily relates to higher credit losses all set partially by lower credit loss adjustments related to securities of our former parent company recognized in the current fiscal year and additional interest expense. Moving on to Bend custody, The average of alternative assets and other securities held in the period was $381.2 million, compared to $491.9 million as of March 31, 2023. The decrease was driven by unrealized losses on existing assets, principally related to interest in a wind-down trust for a bankrupt entity, and distributions, which were partially offset by new liquidity transactions of bin liquidity of $50.1 million during the current fiscal year. representing 10.2% of NAV as of March 31, 2023. However, approximately $37.7 million of the NAV originated during the current fiscal year was written off during the year ended March 31, 2024. Revenues applicable to be in custody were $5.6 million for the fourth fiscal quarter compared to $5.9 million for the quarter ended December 31, 2023. The decrease was a result of lower NAV of alternative assets and other securities held in custody For the full year, revenues were $24.5 million, down 15.5% as compared to the prior year period due to lower NAV of alternative assets and other securities held in custody. Operating loss for the fourth fiscal quarter was $50.0 million compared to an operating loss of $268.0 million for the quarter ended December 31, 2023. The decrease in operating loss was primarily due to lower non-cash goodwill impairment in the fourth fiscal quarter of $28.7 million compared to $272.8 million in the quarter ended December 31, 2023. Additionally, in the fourth fiscal quarter, we recognized a $25.5 million provision for credit losses related to accrued fees collateralized by securities of our former parent company compared to no such credit losses in the quarter ended December 31, 2023. Adjusted operating income for the fourth fiscal quarter was $4.0 million compared to adjusted operating income of $4.8 million for the quarter ended December 31, 2023. The decrease was primarily due to a change in revenue due to lower NAV of alternative assets and other securities held in custody during the fourth fiscal quarter. Operating loss for the full year ended March 31, 2024 was $588.8 million, compared to operating income of $24.0 million in the prior year period, with the decrease in operating income potentially related to non-cash goodwill impairment, $583.3 million and a $25.5 million provision for credit loss related to accrued fees collateralized by securities of our former parent company in the current fiscal year. Excluding these items, adjusted operating income for the fiscal year 2024 was $19.8 million compared to adjusted operating income of $24.0 million in the prior year period. At year end, The company had cash and cash equivalents of $7.9 million and total debt of $120.5 million. Distributions received from alternative assets and other securities held in custody totaled $46.3 million for the year compared to $85.0 million for the prior year. Total investments at fair value of $329.1 million at March 31, 2024 supported Ben Liquidity's loan portfolio. We look forward to meeting and speaking to investors about our business and growth initiatives in the coming quarters as we move ahead.

With that, we close out today's webcast. Thanks to all who logged in this morning. Have a great rest of your day.

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