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Operator: Good day, and thank you for standing by. Welcome to the Beneficient Second Quarter Fiscal 2024 Earnings Call. At this time, all participants are in a listen only mode. Please be advised that today’s conference is being recorded. I would now like to hand the conference over to your speaker today, David Rost, General Counsel. Please go ahead.

David Rost: Good afternoon. And thank you for joining us today for Beneficient’s fiscal second quarter 2024 conference call. In addition to this call, we issued an earnings press release that was posted to the Shareholder section of our website at shareholders.trustben.com. Today’s webcast is being recorded, and the replay will be available on the company’s website at shareholders.trustben.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 that could cause actual results to differ from those discussed today. Forward-looking statements represent management’s current estimates and Beneficient 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 Web site for important disclosures regarding such measures, including reconciliations to the most comparable GAAP financial measures. Hosting the call today are Mr. Brad Heppner, CEO and Chairman; and Mr. Greg Ezell, CFO. Following the prepared remarks, we will answer selected questions that were submitted through our Investor Relations Web site at shareholders.trustben.com. Now, I will hand the meeting over to Mr. Heppner.

Brad Heppner: Thank you, David. And good afternoon, and thank you for joining us for our first earnings call as a public company. On today’s call, I will provide some insight into how Ben goes to market, an update on some key topics, and Greg will share some highlights from our results for our second fiscal quarter 2024 ended on September 30, 2023. Since our listing in June this year, we have secured our recent financing, enhanced our AltAccess tech platform and expanded our liquidity product offerings. I will now share a quick history and summarize the advantages of the Beneficient model. Ben is built to address the financial services needs of investors and sponsors within the illiquid private investment market. There are two kinds of asset markets; those that are liquid, such as stocks, bonds, currencies, commodity derivatives, mortgages; and then those that are illiquid, such as real estate, private companies and private fund partnerships, just to name a few.

Ben aims to be the primary provider of liquidity solutions and financial services for investors in private markets. For the last millennium, illiquid markets have been transforming into liquid markets. Starting with family sponsored banking networks for more efficient capital formation, market-after-market has evolved from illiquidity toward increasing liquidity. This process has progressed in ways driven by technology and innovation that has increased and broadened access to opportunities for investors, which expands the market itself. Our mission is simple. Ben exists to transform the market for fund partnership interests and alternative asset investments from an illiquid market into a more liquid market available to everyone or stated simply, complete democratization.

Here at Ben, we believe all markets need three building blocks to drive access to retail investors toward a more liquid market. First, investment opportunities. We believe these are best in the form of efficient transactions regardless of trade size that are made available to a large number of investors. Second, transparent information. We believe this is best provided by providers with centralized market platforms with access to data, information and accurate transaction management for investors. And third, market participants who create the liquidity that makes the market deep and wide. Ben has been developing and expanding upon these building blocks in the illiquid alternative asset market and is now positioned to capitalize on this growing market that is now $12 trillion of net asset value.

Ben was created to provide an end-to-end financial services solution through digitization to overcome these inefficiencies. Ben’s fintech capabilities provided through its AltAccess platform are designed to generate revenues by enabling efficient transactions within this illiquid market, from custody, to clearing, to cash flow transfers, to investor information. The challenge is that it can take years to build enough assets under administration, also known as AUA, to meaningfully scale the business and to achieve double digit margins. This is due to high system development costs and low unit fees. The good news is that our unique technological advantage and edge and our unique regulatory authorizations and charters position Ben with a first mover advantage.

The way we will reach positive cash flow and profitability is by providing the needed liquidity to the market. We finance acquisitions of limited partnership interests from investors of all sizes and then hold these financings we originate, which will generate fees for us. These financings are backed by the limited partnership interests of our customers. We may also combine a number of our financings that we originated and closed through our AltAccess platform, and we may combine those together into a package that is attractive to other institutional investors to purchase then from Ben. Our early financings were large transactions to ensure our procedures and digital operations were stress tested. We continued to pursue large financings and large transactions at competitive rates.

However, alongside the large transactions we have also concluded smaller transactions that are just as important and provide additional diversification. As I mentioned earlier, this is an extraordinarily large market opportunity as there is $12 trillion of limited partner net asset value worldwide. 75% is held by big institutions, yet $3 trillion is held by small investors. These small investors, which include high net worth individuals as well as smaller family offices often want liquidity for reasons that no big investor can even relate to, such as death, divorce, estate planning, charitable contributions and settling family matters. Ben’s long term growth strategy includes; first, building upon our technology such as our copywritten and trademarked AltAccess and AltQuote and other patent pending technologies, which will provide customers with a secure online delivery of liquidity solutions, as well as indicative quotes on the value of their alternative assets; second, expanding our offerings into complementary products and services that we will discuss in the future; and third, focusing on continued strong organic growth but also remaining open to potentially strategic accretive transactions that can add scale and diversification to expand Ben’s geographic reach.

In terms of recent events, while access to capital remains challenging in the current environment, we have continued to work over the quarter to secure funding to support some of our strategic priorities. To that point, we recently closed a $25 million three year term loan. The company has utilized the proceeds to meet certain of its outstanding obligations, fund product distribution and provide additional working capital. Looking ahead, while we acknowledge the current macro uncertainties and risk of further economic deterioration, we believe that Ben is well positioned now as a public company for executing our strategy while also navigating the current market challenges we face. We’re extremely proud of our team for their execution and look forward to continue delivering on the tremendous growth opportunities that lie ahead to maximize long term shareholder value.

With that, let me turn the call over to Greg Ezell, Ben’s Chief Financial Officer. Greg?

Greg Ezell: Thank you, Brad. Now let’s turn to our quarterly results and our financial position as of September 30, 2023. My plan today is to summarize and contextualize the results from a top down perspective. Our financial structure is complicated as is true of many financial service companies, but the meaning of the numbers can sometimes be clearer when the results are simplified for illustration. For this, it’s relevant to review the business segment financial information for Ben Liquidity and Ben Custody as it’s the operations of these business segments, along with corporate and other, that accrues to Ben’s equity holders. The Customer ExAlt Trusts segment does not directly contribute income or loss to Ben’s equity holders.

Ben generates revenues principally through two categories; interest revenue for supplying liquidity off the balance sheet; and fee revenue for the use of the platform and trust services. In our Ben Liquidity segment, we generate income through the base interest rate approximately 10% annually of the total financing amount and the potential for a 1 time catch up payment on the financing at the end of the life of the LP unit. The payment is capped generally at a 23% IRR net of all fees and other obligations. In our Ben Custody segment, we generate transaction fees, approximately 7% 1 time fee based on the initial NAV and recurring custody and trust service fees approximately 2.8% annually of the remaining NAV. Total NAV in the trust is driven by new originations, liquidations on existing LP interest and change in value of existing LP interest.

Ben Liquidity recognized $13 million and $10.9 million in interest income during the three months ended September 30, 2023 and 2022 respectively, while Ban Custody recognized $6.5 million and $7.8 million during the same three month periods in 2023 and 2022 respectively, comprised of both the transaction fee income and the recurring fee income. Costs in the Ben Liquidity segment were $285 million, primarily due to a noncash goodwill impairment charge of $220 million and a credit loss charge of $61 million with $47 million of this amount related to securities of our former parent company. This resulted in a $272 million quarterly operating loss. This level of quarterly loss is unusual due to the noncash charges during the period. On an adjusted basis, Ben Liquidity generated a $5 million operating loss.

We plan to subsidize this segment’s growth at roughly the same quarterly level until scale overtakes fixed costs. In Custody, costs were $87 million, primarily due to a noncash goodwill impairment charge of $86 million, resulting in a quarterly operating loss of $81 million. On an adjusted basis, Ben Custody generated $6 million of operating income. Combined, the operating loss of these two business segments, in corporate and other, was $378 million in the quarter, primarily due to the noncash goodwill impairment charge and unfavorable credit loss adjustment I just discussed. Pivoting to the per share results, on a fully diluted Class A common share basis, loss per share was $1.45 for the quarter. Over 85% of the loss per share was attributable to the noncash goodwill impairment and over 10% was attributable to the credit losses related to securities of our former parent company.

$372 million of the operating loss was attributable to Ben’s common equity holders and the rest to noncontrolling interest. On an adjusted basis, these two business segments, along with corporate and other, generated an operating loss of $12 million. The overall result was our net book value went from $2.7 billion as of March 31, 2023 to $1.2 billion as of September 30, 2023. From a cash flow perspective, the company used net cash of approximately $7 million year-to-date September 30, 2023. We look forward to meeting and speaking to investors and continuing to enhance our disclosures in the coming quarters as we move ahead. With that, I will pass the call to David, who will share some of the questions we received.

A – David Rost: Thank you, Greg. We do have a few questions that have come in. I will read them and let you and Brad respond accordingly. Question one, what is the total NAV of the collateral underlying your financing, and how does it break down between larger versus smaller transactions? Greg, this question will go to you.

Greg Marose: Since inception, Ben has provided financings with underlying collateral of approximately $1.2 billion of NAV. With approximately 87% in transactions larger than $50 million, the remaining $156 million was in transactions smaller than $50 million. Over the next few years, we expect liquidity on alternative assets will be broadly available and tied into the brokers used by families and smaller businesses in the same way that stocks and bonds are handled today. As with the creation or disruption of any market, full adoption will take time but Beneficient will be at the forefront of that revolution.

David Rost: The next question is, how many different private interests has Ben financed?

Greg Marose: Since inception, Ben has financed 376 distinct funds and other private interest. Today, there are approximately 276 distinct position underlying our financings and held in our trust accounts.

David Rost: Our next question is, how does Ben plan to finance the growth of the balance sheet? Brad, this question is for you.

Brad Heppner : Packaging our financings and selling them to institutional buyers allows us to recycle capital, which we believe distinguishes us from other participants in the industry. However, sales do not build our balance sheet. On the financings we hold to maturity, we use the cash of those financings to fund not only our corporate and operating expenses but also the fintech costs related to our investments in developing the technology and our scale. Thus, income from holding the maturity only builds the balance sheet as scale is reached. At that point, we will start to generate more profitability. Our initial target near to medium term is to build the business to that scale. With that final answer, we would like to thank you for your interest in Ben and look forward to speaking with you soon.

Operator: This concludes today’s conference call. Thank you for participating. You may now disconnect. Everyone, have a great day.