Beneficient

Good day, and thank you for standing by. Welcome to the Beneficent Third Quarter Fiscal 2025 Earnings Webcast. At this time, all participants are in listen-only mode. After the speaker's presentation, there'll be a question and answer session. To ask a question during the session, you'll need to press star 11 on your telephone. You will then hear an automated message advising your hand is raised. To answer your question, please press star 11 again. please be advised that today's conference is being recorded. I would now like to turn the conference over to your speaker for today, Dan Callahan. Please go ahead.

Good morning, everyone, and thank you for joining us for Beneficent's fiscal third quarter 2025 conference call and webcast. In addition to the call and webcast, we issued an earnings press release that was posted to the shareholders section of our website at shareholders.trustben.com. Today's webcast, as the operator indicated, is being recorded, and a replay will be available on the company's website. 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 that 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, including tangible book value attributable to Ben's public company stockholders. Please refer to our earnings press release, which is available on our website for important disclosures regarding such measures, including reconciliation to the most comparable GAAP financial measures. On the call today are Brad Heppner, the CEO and Chairman, and Greg Ezell, Chief Financial Officer. I'll hand the meeting over to Brad Heppner. Go ahead, Brad.

Thank you, Dan. Good morning, everyone, and thank you for joining us. I'm here this morning to share with you the accomplishments that the Beneficent team has achieved over the last quarter as we work to build on our previous successive two quarters of positive GAAP earnings per share. For our fiscal year to date, as of December 31, 2024, Ben has earned $10.30 of basic earnings per share and $0.12 of fully diluted earnings per common share. I will lead off with key platform developments designed to accelerate our capabilities for delivering both liquidity and primary capital to investors in and managers of alternative assets while preparing for the future emergence of digital alternative asset markets. Over the past quarter, we have strengthened our team, improved our balance sheet, and continue to execute our liquidity and primary capital financings in the private asset marketplace. We continue to educate the market regarding Ben's unique business model, our technology platform, and are growing service offerings that we believe have the potential to drive shareholder value. Ben was created to provide fiduciary products and services that deliver liquidity and primary capital for holders and managers of all types of alternative assets. In addition to serving general partners who manage and sponsor alternative assets, we are developing our business to focus on the target markets of high net worth individuals and small to mid-sized institutions. These markets have been underserved when it comes to exiting alternative assets prior to their maturity. We believe this market includes an unmet demand for liquidity of over $60 billion annually for smaller investors and institutions, plus another more than $150 billion annually in general partners seeking liquidity for their limited partners through restructurings and continuation vehicles in the secondary markets. Unfortunately, the traditional process, especially for our targeted market of smaller investors seeking liquidity, it's incredibly complex, it's expensive, and it's time-consuming if liquidity can be found at all. Our internally developed proprietary fintech platform, we've branded as AltAccess, provides a simple, expedient, and cost-efficient online tool to complete these important transactions online in a matter of days to weeks if it's desired. In addition to demand for liquidity from alternative assets, our market faces a substantial demand for more primary capital into new alternative assets. The PEI data shows that it has been taking an average of 18 months for general partners to raise their private equity funds. Now that's approximately double what it took them just three years ago. We believe we now have a solution to help address that need as well. These are the foundations of our business, and we've produced profitable progress for our stockholders of 12 cents of earnings per common share for the nine months into December 31, 2024, which we believe will accelerate our capabilities going forward. I'll now move on to the fiscal third quarter highlights. In October, we announced the addition of banking legal and compliance veteran Patrick Donegan to our board of directors, which I discussed on our last call. In November, we announced the addition of Karen Wendell to our board of directors. She currently serves as president and CEO of tokenization, blockchain, and cybersecurity advisory firm TrustChains. Karen brings deep expertise in the digital asset markets, technology M&A, cybersecurity, corporate governance, and the emerging blockchain and DeFi space. Her expertise provides unique decision-making skills for board-level strategic and tactical requirements. She's held executive and board roles in US and global private and public companies. In addition to being an independent director, Ben appointed her to serve on our audit, products and related party transactions, and enterprise risk committees of our board of directors. Now, in December, we announced that Ben entered into an agreement to acquire Mercantile Bank International Corporation, subject to certain closing conditions. In connection with this important proposed acquisition, we announced the hiring of Louise Jones as managing director of capital markets and custody operations for Beneficent. Louise's career on Wall Street spans four decades, including being the youngest woman to hold a seat as a member of the New York Stock Exchange. Among her responsibilities, she will manage the integration of Mercantile Bank, and she will spearhead Ben's capital markets activities, as well as oversee expansion of the company's fee-based alternative asset custody business, including the launch of a depository receipt companion line. Transactions that we completed in our fiscal third quarter include this proposed acquisition of Mercantile Bank, which is a proposed Puerto Rico, which is a Puerto Rico-based international financial entity known as an IFE. Puerto Rico is a leading jurisdiction working in conjunction with the OCC to provide expanded authorization for IFE banks to engage in activities such as asset management, clearing services, and digital asset market solutions, among other key areas. It is licensed and regulated by the Office of Financial Institutions of Puerto Rico and may provide specific banking and other financial activities for persons, entities, and organizations around the globe that are non-residents. We believe this acquisition will enable us to offer an expanded range of companion custody, clearing, and control account fee-based services that complement our existing businesses on a broader scale, which we expect has potential to generate additional cash flow in the near term. The objective of this acquisition is to deliver additional custody services for international investors and digital asset investors that generally have a higher fee rate structure and potential for higher margins than traditional custody services. We also believe the proposed acquisition of an IFE has the potential to enhance and broaden our current offerings in ways that may open new international opportunities, allowing us to further democratize the market for illiquid alternative assets. An IFE's authorized activities may include custody, clearing payments, and related traditional and digital asset market products and services. As approved by the OCIF, IFEs can also offer traditional banking services, such as correspondent deposits, lending, investments, and trusts. We anticipate the proposed acquisition, if and when completed, would position Ben to offer alternative asset custody services that include, among other potential items, a companion line of business focused on issuing depository receipts to assist holders of foreign investments gain access to the capital markets in international jurisdictions. It may yield higher fee assessments than more traditional custody offerings. Also in late December, as part of a separate transaction, we entered into an agreement to revise the liquidation priority of Beneficent Company Holdings LP. that's a subsidiary of the company, we refer to as BCH, in order to, among other things, enhance our current and future shareholder value, especially for Ben's public common stockholders, and to drive long-term growth. Pursuant to the agreement, the holders of the preferred equity of BCH agreed to amend the governing documents of BCH. to allow the company's public company common stockholders to share in, through the indirect ownership of the company in BCH, the liquidation priority previously reserved only for the preferred equity. We anticipate this transaction will result in creating tangible book value attributable to Ben's common public company stockholders, which we believe will provide substantial value for our stockholders and enhance long-term growth opportunities. Additionally, we anticipate this transaction has the potential to be a catalyst for closing future liquidity transactions and demonstrates our commitment to delivering shareholder value. Also during the fiscal third quarter, we continue to strengthen our capital structure, increasing our permanent equity by $35 million through a redesignation of certain preferred equity to permanent equity. Furthermore, During the fiscal third quarter, we closed a $1.4 million primary capital commitment transaction. Our originations team is now focused on progressing future prospective transactions now, both liquidity and primary capital. We look forward to building on this initial momentum all through 2025 as we continue to evaluate additional opportunities that align with our strategic objectives. These developments continue to provide meaningful enhancements to our business model and improvements on the competitive dynamics we believe we already possessed. I am very proud of our efforts over the last three quarters to broaden our capabilities and improve the product offerings of the business and welcome new experienced talent to our management team and our board of directors. We've taken steps to improve our financial position and are back to originating new financing. These steps have culminated in Ben earning $10.30 of basic earnings per share and $0.12 of fully diluted earnings per share to date as of our third quarter ending December 31, 2024. With these improvements in motion, we will continue to work to educate the market on who we are, on what we do, and on the value and growth opportunity we represent for our shareholders. Now, with that, I will turn the call over to our CFO, Greg Azell, to go over our operating and financial results.

Thank you, Brad. Let's now turn to our quarterly results and financial position as of December 31, 2024. First, I'll start with a few highlights from the quarter. We reported investments with a fair value of $334.3 million, up sequentially from $329.1 million at the end of our prior fiscal year. These investments serve as collateral for Ben Liquidity's net loan portfolio of $260.6 million and $256.2 million, respectively. Revenues were a positive $4.4 million and $23.0 million for the third quarter and year-to-date periods in fiscal 2025, as compared to negative $10.2 million and negative $55.7 million in the prior year. GAAP revenues principally reflect mark-to-market adjustments on the investments that serve as collateral to Ben's loan portfolios. Excluding the non-cash goodwill impairment in the prior comparable period, operating expenses declined 38% to $13.9 million in the third quarter of fiscal 2025 as compared to $22.5 million in the same period for fiscal 2024. On a year-to-date basis, excluding the non-cash goodwill impairment in the lost contingency release in each period as applicable, Operating expenses were $53.2 million in fiscal 2025 as compared to $111.7 million in fiscal 2024. Permanent equity improved from a deficit of $148.3 million as of June 30, 2024 to a positive $14.3 million as of December 31, 2024 through a combination of transactions redesignating approximately $160.5 million of temporary equity to permanent equity and additional capital from equity sales and liquidity transactions offset by net loss allocable to permanent equity classified securities of $6.9 million during the applicable period. Reported GAAP net loss attributable to BIN's common shareholders for the current year of $8.6 million and GAAP net income of $51.9 million for the year-to-date period, which led to a basic loss per share of $1.32 for the current quarter and basic earnings per share of $10.30 for the year-date period. I should also note that in our conversion to diluted debt, 99% of that difference relates to the impact from the conversion of our preferred A0 and A1 equity that is largely held by insiders on our board and management team. We announced the transaction on December 23rd, 2024, to revise the liquidation priority of BCH and provide tangible book value and other benefits to Ben's public common company shareholders, which on a pro forma basis amounts to $9.2 million of tangible book value to Ben's public company stockholders using December 31, 2024 financial information. And we announced an agreement to acquire Mercantile Bank in exchange for an aggregate purchase price of $1.5 million, as Brad described. Next, we'll move on to our primary business segments, 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 as it's their operations along with corporate and others that accrues to BIN's equity holders. During the third quarter of fiscal 2025, BIN Liquidity recognized $11.3 million of interest income a decrease of 5.7% from the quarter ended September 30, 2024, primarily due to a higher percentage of loans being placed on non-accrual status, partially offset by the effects of compounding interest on the remaining loans. Then liquidity recognized $34.1 million of interest income for the nine months ended December 31, 2024, down 6% compared to the prior year period, primarily resulting from higher level of non-accrual loans and loan prepayments, partially offset by new loans, originated. Operating loss for the fiscal third quarter was $2.9 million, a decline from operating income of $2.9 million for the quarter ended September 30, 2024. The decline in operating performance was due to higher intersegment credit losses in the current fiscal period as compared to the quarter ended September 30, 2024. Operating loss was $0.5 million for the nine months ended December 31, 2024, improving from an operating loss of $1.8 billion in the prior year period. The prior year period loss was primarily driven by non-cash goodwill impairment totaling $1.7 billion in credit losses largely related to securities of our former parent company. Adjusted operating loss was half a million dollars for the nine months ended December 31, 2024, compared to adjusted operating loss of $11.8 million in the prior year period with the improvement in adjusted operating laws primarily related to lower credit loss adjustments recognized in the current fiscal year and lower employee compensation due to lower headcount. Moving on to Bend custody. NAV of alternative assets and other securities held in custody during the fiscal third quarter increased to $385.1 million as of December 31, 2024, compared to $381.2 million as of March 31, 2024. The increase was driven by $1.4 million of new alternative assets held in custody and unrealized gains on existing assets principally related to NAV adjustments based on updated financial information received from the fund's investment manager or sponsor during the period, offset by distributions during the period. Revenues applicable to Bend custody were $5.4 million for the fiscal third quarter compared to $5.4 million for the quarter ended September 30, 2024. Similar amounts of revenue for the period were a result of stable NAV of alternative assets and other securities held in custody at the beginning of each applicable period when such fees are calculated. Revenues were $16.2 million for the nine months ended September 31, 2024, down 14.7% compared to the prior year period, primarily due to lower NAV of alternative assets and other securities held in custody. Operating income for the fiscal third quarter decreased to $3.5 million from $4.3 million for the quarter ended September 30, 2024. The decrease was primarily due to credit losses related to certain fees collateralized by securities of our former parent company. Additionally, there was no non-cash goodwill impairment in the third fiscal quarter as compared to non-cash goodwill impairment of $0.3 million for the quarter ended September 30, 2024. Operating income was $9.1 million for the nine months ended September 31, 2024, compared to operating loss of $538.8 million in the prior year period, with the increase in operating income principally related to significantly larger non-cash goodwill impairment in the prior year period of $554.6 million as compared to $3.4 million in the current fiscal year. Adjusted operating income for the fiscal third quarter was $4.8 million, compared to adjusted operating income of $4.6 million for the quarter ended September 30, 2024. The increase was due to slightly lower operating expenses principally related to lower employee compensation due to lower headcount. Adjusted operating income for the nine months ended December 31, 2024 was $13.9 million compared to adjusted operating income of $15.8 million in the prior year period with the decrease in adjusted operating income primarily due to lower revenues related to lower NAV of alternative assets and other securities held in custody, partially offset by slightly lower operating expenses during the current fiscal year. As of December 31, 2024, the company had cash and cash equivalents of $4.1 million and total debt of $122.9 million. Distributions received from alternative assets and other securities held in custody totaled $19.3 million for the nine months ended December 31, 2024, compared to $38.4 million for the same period of fiscal 2024. Total investments at fair value of $334.3 million at December 31, 2024 supported them to liquidate these loan portfolios. This concludes my prepared remarks on the financials. We will now open the call to questions from our covering research analyst. Operator, will you please give the instructions for Q&A?

Thank you. If you would like to ask a question, please press star 11 on your telephone. You'll hear the automated message advising your hand is raised. We also ask that you please wait for your name and company to be announced before proceeding with your question. One moment while we compile the Q&A roster. Our first question today will come from the line of Michael Kim of VEX. Your line is open.

Hey, everyone. Good morning. First, I know you recently closed the primary capital commitment with ADAS asset management, but just be curious to get your perspectives on how important the recently announced public stockholder enhancement transactions will be just in terms of facilitating, re-accelerating exchange trust activity, and then Just related to that, would you expect a more meaningful step up after the transactions have been approved and completed later this year?

Thanks. Hi, Michael. It's Brad Hepner. I'll answer your question here. We have been, as you may be aware, we have been out of market with the Exchange Trust product line for the better part of 15 months. And so we introduced Back into the market, the Exchange Trust product line, as far as closings go, we have kept people informed about it during that period of time. But as far as closing that product line with potential parties, we reentered the market here just a few weeks ago and last month, or just prior to a year in, rather. And as part of that, we wanted to be able to introduce... the capital stack enhancements delivering additional tangible book value to our common shareholders for the purpose of being able to point to the parties our counterparties in it that there is a meaningful tangible current tangible book value and how that grows over time we do believe as you suggest we do believe that that is going to be an attractive economic element for our one attractive element, attractive economics for our counterparties in the transaction. So we are pointing them to that transaction, to that announcement. And I believe that once it is, the formal completed process is done and that transaction is in place, it will lead to additional transactions being done. and the ability for us to accelerate closings in the near term. So I think it is, you know, very positive development and is being very well received in the market and should help us accelerate closings once we have it fully completed.

Got it. That's helpful. And then just second question. I know in aggregate the loan portfolio was essentially flat on a sequential quarter basis. So just any color on maybe some of the underlying moving parts during the quarter as it relates to unrealized marks or deal flow and or distributions.

Greg, would you like to provide a first answer and then I'll add?

follow up with a little more color as well. The microphone may be on mute here.

Sorry.

Yeah, sorry, we were on mute. Yeah, as you noted, Michael, sequentially the investments that collateralized the loan portfolio was basically flat period over period. As a percent, I think the unrealized gains came in at about 6%, 7% of our unrealized gain for the quarter on an annual basis. Distributions for the fourth quarter were about where we, I think, expected it, maybe a little less, with about, I think, $4 million or so, $5 million of distributions for the quarter that really offset those unrealized gains on the portfolio.

And I'll add a little more color as well. As we move into the December 31 marks and so forth and get a little more understanding of how valuations may change as of the end of the calendar year, that's typically a time in which there's a driver, we will start to see the valuation movements here coming up really in the next month or two. As it relates to year-end private company marks, the election results have a positive impact on what our expectations are. So we are particularly enthusiastic about what we're seeing under the new administration for opening up the capital markets for more M&A and putting a putting a positive direction and momentum for IPOs, which will lead to additional, both we expect gains and realization events. And then you have the offsetting impact of watching what the economics related to the tariff strategies may have on either delaying those realization events or having suppressing the expected gains out of the transaction. So we're moving into that period of time with some positive, very positive momentum behind us, given the direction that the markets have taken, the expectations of the underlying general partners who manage these investments. In particular, we have a very large portfolio, you know, of over 800 different portfolio companies. And many of them are primed for realization events, which we expect to have some unrealized appreciation to be recognized upon those realization events.

Great. That's helpful. Thanks for taking my questions.

Thank you. One moment for the next question. And the next question will come from the line of Ashishi Shah of Sudoti. Please go ahead.

Hi, I'm here for Brandon and thank you for taking my question. Can you tell me about your timeline around when the liquidity transactions could pick up and what factors may provide the upside or the downside to your expectations?

Sure. The timeline that we expect here is the approval of the BCH transaction that I discussed in my remarks will be coming. And when that is done, we expect an uptick in the transactions that are being worked on right now with counterparties and also additional interested parties coming in. We've, as I said, have just really re-engaged with all the counterparties since completing the BCH transaction. So it's really in the, we need to go ahead and move forward with getting that transaction all completed. That does require proxy votes, and that's all being worked on right now. And then we would expect to see an uptick, as you put it, of more frequent and the greater volume of transactions closing here in the near term.

Right. Thank you. And can you provide detail on how the underlying alternative asset collateral portfolio is performing more broadly? And to end that, can you comment on the distribution activity and how that impacts your outlook?

Yes, I'll pick up where Greg provided some of this insight here in his last remarks. In our fiscal third quarter ending December 31, we saw unrealized depreciation in the neighborhood of 7%. We saw a similar percentage in distributions. That's why you see the portfolio remaining fairly unchanged on the balance sheet. And that comes on two previous quarters of similar type results, very similar type results. With the expectation of the U.S. economy, we would expect the distribution rates through 2025, we would expect those to increase, and we would expect realization events to be the driver behind that, and that we would expect those realization events to reflect a more positive outlook on the U.S. economy that we would hope will generate a greater level of unrealized depreciation being realized. So seeing some additional pent-up value in the portfolio finally being realized and realizing that in the distributions. So our expectations for 2025, based on the outlook of the U.S. capital markets, is much more or is greater than what we experienced in the calendar year 2024. And again, that's based on the overall outlook of the US economy and the US capital markets.

Thank you so much for taking my questions.

Thank you. And that does conclude today's Q&A session. I would like to go ahead and turn The call back over to Dan Callahan for closing remarks. Please go ahead.

Yes, thanks to everyone for participating on the call and webcast today. Again, a replay will be available on our website at shareholders.trustben.com. Have a great rest of your day and thanks again.

Thank you for joining today's conference call. The call is concluded and you may disconnect.