Beneficient Q3 2024 Earnings Call Transcript

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Provided by Quartr
February 13, 2024

There are 7 speakers on the call.

Operator

Good day and thank you for standing by. Welcome to the Beneficent Company's 3rd Quarter Fiscal 20 24 Earnings Call. At this time, all participants will be in a listen only mode. After the presentation, there will be a question and answer 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 Beneficient.

Operator

Please go ahead.

Speaker 1

Thank you, and good afternoon, everybody. Thank you for joining us for Beneficient's fiscal Q3 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. As the operator indicated, today's webcast is being recorded and a replay will be available on the company's website, shareholders.

Speaker 1

Trustbend.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 ks and in subsequent filings we make with the Securities and Exchange Commission. Forward looking statements represent management's current estimates and Beneficiant assumes no obligation to update any forward looking statements in the future. Today's call also contains certain non GAAP financial measures.

Speaker 1

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 Heffner, the CEO and Chairman of Beneficient Greg Ezell, the Chief Financial Officer and Jeff Weldey, 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 Heffner. Brad?

Speaker 2

Thank you, Dan. Good afternoon and thank you for joining us. Today, we will cover our fiscal Q3 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.

Speaker 2

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 Gazelle 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 of Ben's loan portfolio. While we can compress the crux of our business into that 1 pretty simple sounding line, the mechanics of achieving this vision rely on our state of the art internally developed FinTech platform Alt Access, 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.

Speaker 2

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 3 very important dimensions price, cost and time. Ben's Alt Access platform and the Exalt Plan financial products are designed to address each of these issues, which we believe will enable us to meet the incredible private market need for liquidity and capital among mid to high net worth individuals, small to midsized 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 2 characteristics. 1st, 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.

Speaker 2

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 Alt Access, 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 AUS. Market that's valued in excess of approximately $2, 000, 000, 000, 000 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 market place with ample liquidity, capital and ease of transactions through a number of regulated exchanges.

Speaker 2

With alternative assets, there is no common market place where 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?

Speaker 2

That's where Ben comes in. Through BEN Liquidity, which generates interest income, we finance the early liquidity from our customers' alternative assets when they otherwise have limited options. And then we custody the customers' alternative assets in trusts, which serve as the 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 financings together, including those originated and closed through our alt access FinTech platform into 1 loan participation program, enabling us to raise cash from large institutional alternative asset investors to find these financings attractive.

Speaker 2

Ben has developed an end to end platform to access, to value and to provide early liquidity for the illiquid alternative asset market and is now positioned to capitalize on its growth. Bend's FinTech capabilities provide the starting point through our Alt Access platform, which is designed to attract alternative asset holders and enable efficient transactions. More importantly, we believe these tools drive our Bend Liquidity and Bend Custody segments, which can grow and scale to profitability hand in hand together far more quickly than either segment could do by themselves. By combining this platform with our extensive pool relationship with holders of these private market assets and our marketing team's reach, the platform is now ready to grow the asset base and scale toward our operating goals. That's a great transition point now to hand the call over to Jeff Welby, our Global Head of Originations and Distribution to discuss the addressable market

Speaker 3

and our current performance. Jeff? Thanks, Brad. So the global alternative assets market is estimated to be in excess of $12, 000, 000, 000, 000 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 products, vehicles and platforms for mid- to high net worth individual investors and small to mid sized institutions.

Speaker 3

The result of this trend is that these investors and institutions, Ben's target market, now hold over $2, 000, 000, 000, 000 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, 000, 000, 000 to $130, 000, 000, 000 in annual transactions over the last decade, demonstrating the need and demand for early exit solutions.

Speaker 3

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 midsized institutional investors who don't have the time or financial resources to engage in prolonged and complicated transactions. As Brad mentioned earlier, our FinTech platform or Alt Access seeks to eliminate or mitigate many of these cumbersome friction points and paves the way for Ben to deliver our capabilities at scale to the marketplace. To ensure that Ben can meet marketplace demand, we specifically focus on 3 very important origination channels: general partner solutions, advisory platforms and direct to investor. Let me start with our general partner solutions channel.

Speaker 3

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, RIAs, private banks and alternative investment marketplace platforms to provide access to our platform as a turnkey private label experience. And then finally, the direct to investor channel.

Speaker 3

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 Alt Quote that is accessible on our public site, trustbend.com, where prospective customers can receive an indicative quote on over 82, 000 alternative investment funds. Another source of demand for our services is generated through 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.

Speaker 3

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, 2022, the PLP program grew from 7 participating funds with $300, 000, 000 in committed capital to now 19 funds and $1, 500, 000, 000 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.

Speaker 3

Our press release today gave you a snapshot of the significant and growing diversification in our collateral portfolio. It currently includes the largest private space exploration company, an innovative software and payment systems provider, designer and manufacturer of shaving products, a large online store for women's clothes and other fashionable accessories that has announced intentions to go public and a mobile banking services provider as well as many others. To help scale originations, we've launched an innovative approach to engage general partners within our target market. This marketing initiative is fully in play right now 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.

Speaker 3

Of those, we are seeing approximately 20% of those potential customers indicate they would consider participation in 1 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 we'll continue to execute on these initiatives through the year end. And that's probably a good place to hand the call off to Greg now to discuss our financial performance in more detail.

Speaker 4

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 Bend Liquidity and Bend Custody business segments as it's the operations of these business segments along with corporate and other that accrues to Bend's equity holders. Bend generates revenues principally through 2 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 BIM Liquidity segment, we generate income through a 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 limited partnership unit.

Speaker 4

This potential additional payment is generally capped at a 23% IRR net of all fees and other obligations. In our BIN custody segment, we generate transaction fees approximately 7% 1 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 interest. BEM Liquidity recognized $11, 300, 000 in base interest revenue during the 3 months ended December 31, 2020 3, down 13.4 percent 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, 400, 000 due primarily to a non cash charge I'll discuss in a minute.

Speaker 4

This compares to losses of $272, 100, 000 in the prior quarter and $19, 000, 000 in the December quarter last year. Adjusted operating income was $2, 500, 000 versus a $4, 700, 000 operating loss last quarter and a $2, 100, 000 operating income in the December quarter last year. Bancasti recognized fee revenues of $5, 900, 000 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 percent sequentially to $432, 500, 000 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, 000, 000 also due to non cash charges compared to losses of $80, 800, 000 in the prior quarter and income of $5, 900, 000 in the December quarter last year.

Speaker 4

Adjusted operating income was $4, 800, 000 versus $5, 800, 000 last quarter $5, 900, 000 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, 600, 000 in the quarter versus $378, 100, 000 in the prior quarter and $43, 800, 000 in the December quarter last year. During the 3rd fiscal quarter, we took a non cash goodwill impairment charge of $883, 000, 000 and intersegment credit losses affecting BIN liquidity of $4, 300, 000 arising from mark to market adjustments related to the securities of our former parent company. These non cash charges are reflected in the segment operating results primarily in BIN Liquidity and BIN Custody.

Speaker 4

To date, we have written down in excess of $2, 000, 000, 000 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, 700, 000 Further decline in our market capitalization could result in additional non cash goodwill impairments in the future. Pivoting to the per share results on a fully diluted Class A common shares basis, loss per share was $1.98 for the quarter. Over 95% of this loss per share was attributable to the non cash goodwill impairment and the intersegment credit losses related to securities of our foreign parent companies. Cash and cash equivalents ended the quarter at $11, 200, 000 up from $2, 400, 000 in the prior quarter and $8, 700, 000 at the beginning of the fiscal year.

Speaker 4

Total debt is at $128, 200, 000 down from $151, 400, 000 at March 31, 2023. From a cash flow perspective, the company generated net cash of $1, 700, 000 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

Operator

Our first question will come from the line of Will Turnland with Nanocap Pod. Your line is now open.

Speaker 4

Hi, it's Will Turnland with

Speaker 2

the Nanocap Pod Tech. So for your FinTech platform, Alt Access, is that something you could license or sell as a standalone or is it intended only for use with the other liquidity and custody tools? Well, hi, this is Brad Heffner. I'll take this question. This Alt Access is foundational to delivering our liquidity and custodial capabilities to our target markets at scale.

Speaker 2

The Alt Access 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 Alt Access with the functionality to operate under our brand or to be white labeled and delivered through various API to any 3rd party platform, whether that 3rd party is a wealth management firm, a service provider or general partners, for their funds in particular. By offering our ALTA access to 3rd party providers, it would provide Ben with an additional avenue of potential platform service fee revenues. So that's an additional revenue stream we could earn here. Alt Access has a number of key features including the submission, the creation and delivery of liquidity requests and proposals all through our cyber secure SOC 2, Type 1 and 2 certified platform.

Speaker 2

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, our by delivering alt access 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.

Speaker 2

Hope that was helpful in answering the question. Thank you.

Operator

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

Speaker 5

Okay. Thank you. Thank you for taking my questions. You referenced that providing capital to 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?

Speaker 5

And as an adjunct to that, are there others in the market even if they're not providing a complete solution?

Speaker 2

Well, I'm going to answer the question again. This is Brad Hepner. We operate here at Bend under a very unique piece of Kansas legislation that created the technology enabled fiduciary financial institution. We call those TEPIs. And the TEPI charter requires that we provide both our financings and our services in a fiduciary capacity.

Speaker 2

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 Teffy charter and we're uniquely able to conduct fiduciary financing transactions where Ben can finance liquidity and capital transactions in a fiduciary capacity for our customers. Most customers cannot find fiduciaries to provide that. Our TEFI charter also allows Ben to serve as a trustee and custodian for the trusts that need to be created to complete the fiduciary financings.

Speaker 2

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 3rd party basis. But under our architecture, we can earn fees across a wider spectrum as we deliver solutions to our tech 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.

Speaker 5

Thanks. Thank you for that. Just 1 more point of clarification. On the balance sheet, it seems you've endured a pretty heavy round of write downs in the last couple of quarters. Should we expect additional goodwill write downs?

Speaker 5

And are you largely done with that?

Speaker 2

Well, I'm going to ask Greg Ezell, our CFO to field this question. Thanks for

Speaker 4

the question. These are largely done. The write downs we've primarily 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, 700, 000 that's what remains. So that would be the outside limits of any future goodwill impairment that could be recorded.

Speaker 4

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.

Speaker 4

Okay.

Speaker 5

Thank you for those answers. I'll jump back in the queue.

Operator

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

Speaker 6

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.

Speaker 3

Hey, Jennifer. This is Jeff Waldey. 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 sourced deal flow and closed business. Those 3 channels again are general partner solutions, our advisory platforms channel and then our direct to investor channel.

Speaker 3

And GP Solutions is really the primary channel that we've built the business on to date. Ben's current balance sheet was built by successfully closing on liquidity financings collateralized over $1, 000, 000, 000 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 originations, the advisory platform channel and the direct to investor channel. And thanks for asking the question.

Speaker 6

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.

Speaker 1

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, trustbend.com, and our investor pages, shareholders. Trustbend.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.

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