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Operator: Good day and thank you for standing by. Welcome to the Beneficient 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. [Operator Instructions] 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.

Dan Callahan: 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.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. 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 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 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 Beneficient; 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?

Brad Heppner: 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 Ezell 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 AltAccess platform and the ExAlt 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 they – 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, and trust, which serve as a collateral of these financings through Ben Custody. Ben Custody generates trustee, custody and administration fees for us. We may also combine a number of our other – 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 provide early liquidity for the illiquid alternative asset market, is now positioned to capitalize on its growth. Ben’s fintech capabilities provide the starting point through our AltAccess 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 with this platform, with our extensive pool relationship, with holders of these private market assets, and our marketing teams 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 Welday, our Global Head of Originations and Distribution to discuss the addressable market, and our current performance. Jeff?

Jeff Welday: 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. However, 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 AltAccess seeks to eliminate, or mitigate many of these cumbersome friction points, and paves the way for Ben to deliver our capabilities, at scale to the marketplace.

To ensure that Ben can meet marketplace demand, we’ve specifically focused on three very important origination channels general partner solutions, advisory platforms, and direct to investor. Let me start with our General Partners’ solutions channel. General Partners, are often at the forefront of customer transactions, through their fundraising efforts and limited partner interactions. Beneficient 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 Beneficient seeks to partner with advisory platforms, and service providers like broker dealers, RAAs, 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. Beneficient 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 trustben.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 Beneficient’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 Beneficient’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. Beneficient 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 31 of 2022, the PLP program grew from seven participating funds with $300 million in committed capital to now 19 funds and $1.5 billion in committed capital as of December 31, 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 in fully in play right now, and 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.

Greg Ezell: Thank you, Jeff. Now let’s turn to our quarterly results and our financial position as of December 31, 2023. For the purpose of my discussion, I will be focusing on the financial information for Ben Liquidity and Ben Custody business segments, as it’s the operations of these business segments, along with corporate and other that accrues to Ben’s equity holders. Ben 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 Ben 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 Ben 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. Ben 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. Ben 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 in December quarter last year. The drop in sequential operating income, was due to lower revenues, due to the 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 million and inter-segment credit losses affecting Ben 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 Ben Liquidity and Ben 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, only 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 inter-segment credit losses related to securities, of our former parent company.

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.

Operator: [Operator Instructions] Our first question will come from the line of [Will Turnland with NanoCap Pod]. Your line is now open.

Unidentified Analyst: Hi, it’s Will Turnland with the NanoCap Pod. So, for your fintech platform, AltAccess, is that something you could license, or sell as a standalone, or is intended only for use with the other liquidity and custody tools?

Brad Heppner: Well, hi, this is Brad Heppner. 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 them 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.

Unidentified Analyst: Thank you.

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

Robert Sassoon: 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? As an adjunct to that, are there others in the market, even if they’re not providing a complete solution?

Brad Heppner: 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 TEFFIs. The TEFFI 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 TEFFI 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 TEFFI 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 in addition, 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.

Robert Sassoon: 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 quarters. Should we expect additional goodwill write-downs, and/or – are you largely done with that?

Brad Heppner: I’m going to ask Greg Ezell, CFO, to field this question, yes.

Greg Ezell: 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 10-Q 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.

Robert Sassoon: Okay. Thank you for those answers. I’ll jump back in the queue.

Operator: Our next question will come from the line of Jennifer Scutti with The Benchmark Company. Your line is now open.

Jennifer Scutti: 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.

JeffWelday: Hi, Jennifer, this is Jeff Welday. 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 Partners 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, but 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 in addition, to our other channels of origination, the advisory platform channel and the direct to investor channel. And thanks for asking the question.

Jennifer Scutti: Yes, thank you. That was very helpful.

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

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

Operator: This concludes today’s conference call. Thank you for participating. You may now disconnect.