Beneficient (NASDAQ: BENF) (“Ben” or the
“Company”), a technology-enabled platform providing exit
opportunities and primary capital solutions and related trust and
custody services to holders of alternative assets through its
proprietary online platform, AltAccess, today reported its
financial results for the fiscal 2025 third quarter, which ended
December 31, 2024.
Commenting on the fiscal 2025 third quarter
results, Beneficient management said: “Our fiscal third quarter was
focused on key steps that we believe will ready Ben for significant
new activities in delivering liquidity, primary capital and digital
asset markets solutions – which we believe are all opportunities to
disrupt and enhance the solutions available to large financial
audiences. During the fiscal third quarter, we also closed our
first primary capital transaction and are seeking additional
opportunities.
“A complementary part of our plan is the
proposed acquisition of Mercantile Bank International Corp.
(“Mercantile Bank”), a Puerto Rico-based International Financial
Entity, which is expected to enable Ben to offer an expanded range
of digital asset market solutions and companion custody, clearing
and control account fee-based services. We intend to drive new
growth opportunities in calendar 2025, which we believe have the
potential to generate above market fee rates. These efforts are
expected to further build out our expansive model and enable the
Company to benefit from a growing range of trust, custody and other
services we provide as well as the underlying performance of the
private equity assets held in trust.
“Additionally, we are pleased to have continued
to strengthen our capital structure, increasing our permanent
equity by $35 million through a re-designation of certain preferred
equity. Furthermore, we executed an agreement to complete
additional transactions designed to revise the liquidation priority
of Beneficient Company Holdings, L.P. (“BCH”) and deliver other
benefits to our public company stockholders provided by entities
controlled by our founders, which are expected to become
increasingly visible as the Company enters into more liquidity and
primary capital transactions.”
Third Quarter
Fiscal 2025 and Recent Highlights
(for the quarter ended December 31,
2024 or as noted):
- Reported
investments with a fair value of $334.3 million, increased from
$329.1 million at the end of our prior fiscal year, served as
collateral for Ben Liquidity's net loan portfolio of $260.6 million
and $256.2 million, respectively. Reported investments include our
first primary capital transaction with a closing of $1.4 million on
December 31, 2024.
- Revenues
increased to $4.4 million in the third quarter of fiscal 2025 as
compared to $(10.2) million in the same quarter of fiscal 2024. For
the nine months ended December 31, 2024, revenues for fiscal 2025
were $23.0 million as compared to $(55.7) million for fiscal
2024.
-
Operating expenses declined 98% to $13.9 million in the third
quarter of fiscal 2025, as compared to $905.7 million in the third
quarter of fiscal 2024, which included a non-cash goodwill
impairment of $883.2 million. For the nine months ended December
31, 2024, operating expenses for fiscal 2025 were $1.9 million,
which included the release of a loss contingency accrual of $55.0
million and non-cash goodwill impairment of $3.7 million, as
compared to $2.4 billion in fiscal 2024, which included non-cash
goodwill impairment of $2.3 billion.
-
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 of fiscal 2024. For the nine months ended December 31,
2024, excluding the non-cash goodwill impairment and the loss
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.
- Improved
permanent equity 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 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.
-
Announced proposed transaction on December 23, 2024 to revise the
liquidation priority of BCH and provide other benefits to our
public company shareholders, which on a proforma basis, amounts to
$9.2 million of tangible book value to Ben’s public company
stockholders(1) using December 31, 2024 financial information, as
compared to no book value to Ben’s public company stockholders
absent the transaction.
-
Announced an agreement to acquire Mercantile Bank in exchange for
an aggregate purchase price of $1.5 million, subject to certain
closing conditions, which is expected to enable Ben to offer an
expanded range of digital asset markets solutions and companion
custody, clearing and control account fee-based services that
generate additional cash flow in calendar 2025, including
additional alternative asset custody services with the potential to
generate higher fee rates than are generally available for
traditional custody services.
Loan Portfolio
As a result of executing on our business plan of
providing financing for liquidity, or early investment exits, for
alternative asset marketplace participants, Ben organically
develops a balance sheet comprised largely of loans collateralized
by a well- diversified alternative asset portfolio that is expected
to grow as Ben successfully executes on its core business.
Ben’s balance sheet strategy for ExAlt Loan
origination is built on the theory of the portfolio endowment model
for the fiduciary financings we make by utilizing our
patent-pending computer implemented technologies branded as
OptimumAlt. Our OptimumAlt endowment model balance sheet approach
guides diversification of our fiduciary financings across seven
asset classes of alternative assets, over 11 industry sectors in
which alternative asset managers invest, and at least six
countrywide exposures and multiple vintages of dates of investment
into the private funds and companies.
As of December 31, 2024, Ben’s loan
portfolio was supported by a highly diversified alternative asset
collateral portfolio providing diversification across approximately
220 private market funds and approximately 750 investments across
various asset classes, industry sectors and geographies. This
portfolio includes exposure to some of the most exciting, sought
after private company names worldwide, such as the largest private
space exploration company, an innovative software and payment
systems provider, a venture capital firm investing in
waste-to-energy and clean energy technologies, a technology company
providing Net Zero solutions in the production of advanced
biofuels, a 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, a mobile banking
services provider, and others.
Figure 1: Portfolio Diversification
Diversification Using Principal Loan
Balance, Net of Allowance for Credit Losses
As of December 31, 2024, the charts below
present the ExAlt Loan portfolio’s relative exposure by certain
characteristics (percentages determined by aggregate fiduciary
ExAlt Loan portfolio principal balance net of allowance for credit
losses, which includes the exposure to interests in certain of our
former affiliates composing part of the Fiduciary Loan
Portfolio).
As of December 31, 2024. Represents the
characteristics of professionally managed funds and investments in
the Collateral (defined as follows) portfolio. The Collateral for
the ExAlt Loans in the loan portfolio is comprised of a diverse
portfolio of direct and indirect interests (through various
investment vehicles, including, limited partnership interests and
private and public equity and debt securities, which include our
and our affiliates’ or our former affiliates’ securities),
primarily in third-party, professionally managed private funds and
investments. Loan balances used to calculate the percentages
reported in the pie charts are loan balances net of any allowance
for credit losses, and as of December 31, 2024, the total
allowance for credit losses was $325 million, for a total gross
loan balance of $586 million and a loan balance net of allowance
for credit losses of $261 million.
Business Segments: Third Quarter Fiscal
2025
Ben Liquidity
Ben Liquidity offers simple, rapid and cost-effective liquidity
products through the use of our proprietary financing and trust
structure, or the “Customer ExAlt Trusts,” which facilitate the
exchange of a customer’s alternative assets for consideration.
- Ben Liquidity
recognized $11.3 million of interest income for the fiscal third
quarter, a decrease of 5.7% from the quarter ended
September 30, 2024, primarily due to a higher percentage loans
being placed on nonaccrual status, partially offset by the effects
of compounding interest on the remaining loans.
- 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 due to slightly lower
collateral values while the amortized cost basis increased
principally due to interest capitalizing at a higher rate than loan
payments.
Ben Custody
Ben Custody provides full-service trust and
custody administration services to the trustees of certain of the
Customer ExAlt Trusts, which own the exchanged alternative assets
following liquidity transactions in exchange for fees payable
quarterly calculated as a percentage of assets in custody.
- NAV of
alternative assets and other securities held in custody by Ben
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
originations and unrealized gains on existing assets, principally
related adjustments to the relative share held in custody of the
respective fund’s NAV based on updated financial information
received from the funds’ investment manager or sponsor during the
period, offset by distributions during the period.
-
Revenues applicable to Ben Custody were $5.4 million for the fiscal
third quarter, compared to $5.4 million for the quarter ended
September 30, 2024. The similar amount of revenues for these
periods was 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.
-
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.
-
Adjusted operating income(1) for the fiscal third quarter was $4.8
million, compared to adjusted operating income(1) 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.
Business Segments: Through Nine Months
Ended Fiscal 2025
Ben Liquidity
-
Ben Liquidity recognized $34.1 million of interest income for the
nine months ended December 31, 2024, down 6.0% compared to the
prior year period, primarily due to lower loans, net of the
allowance for credit losses, resulting from higher levels of
non-accrual loans and loan prepayments, partially offset by new
loans originated.
-
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 period loss was driven
by non-cash goodwill impairment totaling $1.7 billion and credit
losses largely related to securities of our former parent
company.
-
Adjusted operating loss(1) was $0.5 million for the nine months
ended December 31, 2024 compared to adjusted operating loss(1)
of $11.8 million in the prior year period with the improvement in
adjusted operating loss(1) primarily related to lower credit loss
adjustments recognized in the current fiscal year and lower
employee compensation costs due to lower headcount.
Ben Custody
-
Ben Custody revenues were $16.2 million for the nine months ended
December 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 was $9.1 million for the nine months ended
December 31, 2024 compared to operating loss of $538.8 million
in the prior year period, with the increase in operating income
principally related to a 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(1) for the nine months ended
December 31, 2024 was $13.9 million, compared to adjusted
operating income(1) of $15.8 million in the prior year period with
the decrease in adjusted operating income(1) primarily due to lower
revenue 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 period.
Capital and Liquidity
- 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
$334.3 million at December 31, 2024 supported Ben Liquidity's
loan portfolio.
(1) Represents a non-GAAP financial measure. For
reconciliations of our non-GAAP measures to the most directly
comparable GAAP financial measures and for the reasons we believe
the non-GAAP measures provide useful information, see Non-GAAP
Reconciliations.
Board Update
On November 21, 2024, Karen Wendel was appointed
to the Board as an independent director and a member of various
committees, including the Audit committee of the Board, bringing
substantial additional expertise in Cyber Security, Identity
Solutions, Security Regulations, ISO Global Standards, e-Commerce,
e-Healthcare, PKI Digital Certificates and Blockchain to
Beneficient. Ms. Wendel serves as Founder and Chief Executive
Officer of Trust Chains, a cybersecurity consulting firm, and
previously served as the Chief Executive Officer and board member
of IdenTrust, a global identity solutions company, from May 2003 to
February 2016. Ms. Wendel has also served as Chief Executive
Officer and a board member for eFinance Corporation, as a board
member and audit committee member of Level Field Capital, a
Nasdaq-traded special purpose acquisition company, as a partner at
the Capital Markets Company (CAPCO), a Belgium-based consulting
firm, and is the former head of the U.S. Financial Services
Practice at Gemini Consulting. Ms. Wendel is an author on financial
management, payments and supply chain integration; an advisor to
U.S. government agencies and the European Union on emerging
technologies for payments and transaction processing; and a keynote
speaker at major international banking conferences.
Consolidated Fiscal Third Quarter
Results
Table 1 below presents a
summary of selected unaudited consolidated operating financial
information.
Consolidated
Fiscal Third Quarter
Results($ in thousands, except share and per share
amounts) |
Fiscal
3Q25December 31,
2024 |
Fiscal
2Q25September 30,
2024 |
Fiscal
3Q24December 31,
2023 |
Change % vs. Prior Quarter |
|
YTD Fiscal 2025 |
YTD Fiscal 2024 |
Change % vs. Prior YTD |
GAAP Revenues |
$ |
4,419 |
|
$ |
8,561 |
|
$ |
(10,235 |
) |
(48.4)% |
|
$ |
23,026 |
|
$ |
(55,739 |
) |
NM |
Adjusted Revenues(1) |
|
4,427 |
|
|
8,734 |
|
|
8,456 |
|
(49.3)% |
|
|
23,572 |
|
|
8,478 |
|
NM |
GAAP Operating Income
(Loss) |
|
(9,513 |
) |
|
(13,715 |
) |
|
(915,951 |
) |
30.6% |
|
|
21,110 |
|
|
(2,453,685 |
) |
NM |
Adjusted Operating
Loss(1) |
|
(7,301 |
) |
|
(6,611 |
) |
|
(11,684 |
) |
(10.4)% |
|
|
(18,638 |
) |
|
(57,374 |
) |
67.5% |
Basic Class A EPS |
$ |
(1.32 |
) |
$ |
2.98 |
|
$ |
(158.36 |
) |
NM |
|
$ |
10.30 |
|
$ |
(668.31 |
) |
NM |
Diluted Class A EPS |
$ |
(1.32 |
) |
$ |
0.03 |
|
$ |
(158.36 |
) |
NM |
|
$ |
0.12 |
|
$ |
(668.31 |
) |
NM |
Segment Revenues attributable
to Ben's Equity Holders(2) |
|
16,621 |
|
|
16,626 |
|
|
17,961 |
|
—% |
|
|
49,482 |
|
|
53,715 |
|
(7.9)% |
Adjusted Segment Revenues
attributable to Ben's Equity Holders (1)(2) |
|
16,621 |
|
|
16,626 |
|
|
18,146 |
|
—% |
|
|
49,489 |
|
|
55,059 |
|
(10.1)% |
Segment Operating Income
(Loss) attributable to Ben's Equity Holders |
|
(8,281 |
) |
|
(9,192 |
) |
|
(894,617 |
) |
9.9% |
|
|
27,391 |
|
|
(2,414,893 |
) |
NM |
Adjusted Segment Operating
Loss attributable to Ben's Equity Holders(1)(2) |
$ |
(4,737 |
) |
$ |
(2,261 |
) |
$ |
(4,594 |
) |
NM |
|
$ |
(11,551 |
) |
$ |
(37,583 |
) |
69.3% |
NM - Not meaningful.
(1) Adjusted Revenues, Adjusted Operating Loss,
Adjusted Segment Revenues attributable to Ben's Equity Holders and
Adjusted Segment Operating Loss attributable to Ben's Equity
Holders are non-GAAP financial measures. For reconciliations of our
non-GAAP measures to the most directly comparable GAAP financial
measures and for the reasons we believe the non-GAAP measures
provide useful information, see Non-GAAP Reconciliations.
(2) Segment financial information attributable
to Ben’s equity holders is presented to provide users of our
financial information an understanding and visual aide of the
segment information (revenues, operating income (loss), and
adjusted operating income (loss)) that impacts Ben’s Equity
Holders. “Ben’s Equity Holders” refers to the holders of
Beneficient Class A and Class B common stock and Series B Preferred
Stock as well as holders of interests in BCH which represent
noncontrolling interests. For a description of noncontrolling
interests, see Item 2 of our Quarterly Report on Form 10-Q for the
nine months ended December 31, 2024, and Reconciliation of
Business Segment Information Attributable to Ben’s Equity Holders
to Net Income Attributable to Ben Common Holders. Such information
is computed as the sum of the Ben Liquidity, Ben Custody and
Corp/Other segments since it is the operating results of those
segments that determine the net income (loss) attributable to Ben’s
Equity Holders. See further information in table 5 and Non-GAAP
Reconciliations.
Table 2 below presents a
summary of selected unaudited consolidated balance sheet
information.
Consolidated
Fiscal Third Quarter
Results($ in thousands) |
Fiscal
3Q25As of
December 31, 2024 |
|
Fiscal 4Q24As ofMarch 31,
2024 |
|
Change % |
Investments, at Fair Value |
$ |
334,278 |
|
$ |
329,119 |
|
1.6% |
All Other Assets |
|
52,720 |
|
|
22,676 |
|
132.5% |
Goodwill and Intangible
Assets, Net |
|
13,014 |
|
|
16,706 |
|
(22.1)% |
Total Assets |
$ |
400,012 |
|
$ |
368,501 |
|
8.6% |
Business Segment Information
Attributable to Ben's Equity
Holders(1)
Table 3 below presents
unaudited segment revenues and segment operating income (loss) for
business segments attributable to Ben's equity holders.
Segment Revenues
Attributable to Ben's Equity Holders(1)($
in thousands) |
Fiscal
3Q25December 31,
2024 |
Fiscal
2Q25September 30,
2024 |
Fiscal
3Q24December 31,
2023 |
Change % vs. Prior Quarter |
|
YTD Fiscal 2025 |
YTD Fiscal 2024 |
Change % vs. Prior YTD |
Ben Liquidity |
$ |
11,297 |
|
$ |
11,978 |
|
$ |
11,275 |
(5.7)% |
|
$ |
34,124 |
|
$ |
36,303 |
|
(6.0)% |
Ben Custody |
|
5,410 |
|
|
5,386 |
|
|
5,897 |
0.4% |
|
|
16,178 |
|
|
18,961 |
|
(14.7)% |
Corporate & Other |
|
(86 |
) |
|
(738 |
) |
|
789 |
88.3% |
|
|
(820 |
) |
|
(1,549 |
) |
47.1% |
Total Segment Revenues Attributable to Ben's Equity
Holders(1) |
$ |
16,621 |
|
$ |
16,626 |
|
$ |
17,961 |
—% |
|
$ |
49,482 |
|
$ |
53,715 |
|
(7.9)% |
Segment Operating
Income (Loss) Attributable to Ben's Equity
Holders(1)($ in thousands) |
Fiscal
3Q25December 31,
2024 |
Fiscal
2Q25September 30,
2024 |
Fiscal
3Q24December 31,2023 |
Change % vs. Prior Quarter |
|
YTD Fiscal 2025 |
YTD Fiscal 2024 |
Change % vs. Prior YTD |
Ben Liquidity |
$ |
(2,853 |
) |
$ |
2,905 |
|
$ |
(606,405 |
) |
NM |
|
$ |
(462 |
) |
$ |
(1,781,521 |
) |
100.0% |
Ben Custody |
|
3,507 |
|
|
4,329 |
|
|
(267,995 |
) |
(19.0)% |
|
|
9,123 |
|
|
(538,840 |
) |
NM |
Corporate & Other |
|
(8,935 |
) |
|
(16,426 |
) |
|
(20,217 |
) |
45.6% |
|
|
18,730 |
|
|
(94,532 |
) |
NM |
Total Segment Operating Income (Loss) Attributable to Ben's
Equity Holders(1) |
$ |
(8,281 |
) |
$ |
(9,192 |
) |
$ |
(894,617 |
) |
9.9% |
|
$ |
27,391 |
|
$ |
(2,414,893 |
) |
NM |
NM - Not meaningful.
(1) Segment financial information attributable
to Ben’s equity holders is presented to provide users of our
financial information an understanding and visual aide of the
segment information (revenues, operating income (loss), and
adjusted operating income (loss)) that impacts Ben’s Equity
Holders. “Ben’s Equity Holders” refers to the holders of
Beneficient Class A and Class B common stock and Series B Preferred
Stock as well as holders of interests in BCH which represent
noncontrolling interests. For a description of noncontrolling
interests, see Item 2 of our Quarterly Report on Form 10-Q for the
nine months ended December 31, 2024, and Reconciliation of
Business Segment Information Attributable to Ben’s Equity Holders
to Net Income Attributable to Ben Common Holders. Such information
is computed as the sum of the Ben Liquidity, Ben Custody and
Corp/Other segments since it is the operating results of those
segments that determine the net income (loss) attributable to Ben’s
Equity Holders. See further information in table 5 and Non-GAAP
Reconciliations.
Adjusted Business Segment Information Attributable to
Ben's Equity Holders(2)
Table 4 below presents
unaudited adjusted segment revenue and adjusted segment operating
income (loss) for business segments attributable to Ben's equity
holders.
Adjusted Segment
Revenues Attributable to Ben's Equity Holders(1)(2)($ in
thousands) |
Fiscal
3Q25December 31,
2024 |
Fiscal
2Q25September 30,
2024 |
Fiscal
3Q24December 31,
2023 |
Change % vs. Prior Quarter |
|
YTD Fiscal 2025 |
YTD Fiscal 2024 |
Change % vs. Prior YTD |
Ben Liquidity |
$ |
11,297 |
|
$ |
11,978 |
|
$ |
11,275 |
(5.7)% |
|
$ |
34,124 |
|
$ |
36,303 |
|
(6.0)% |
Ben Custody |
|
5,410 |
|
|
5,386 |
|
|
5,897 |
0.4% |
|
|
16,178 |
|
|
18,961 |
|
(14.7)% |
Corporate & Other |
|
(86 |
) |
|
(738 |
) |
|
974 |
88.3% |
|
|
(813 |
) |
|
(205 |
) |
NM |
Total Adjusted Segment Revenues Attributable to Ben's
Equity Holders(1)(2) |
$ |
16,621 |
|
$ |
16,626 |
|
$ |
18,146 |
—% |
|
$ |
49,489 |
|
$ |
55,059 |
|
(10.1)% |
Adjusted Segment
Operating Income (Loss) Attributable to Ben's Equity
Holders(1)(2)($ in thousands) |
Fiscal
3Q25December 31,
2024 |
Fiscal
2Q25September 30,
2024 |
Fiscal
3Q24December 31,
2023 |
Change % vs. Prior Quarter |
|
YTD Fiscal 2025 |
YTD Fiscal 2024 |
Change % vs. Prior YTD |
Ben Liquidity |
$ |
(2,853 |
) |
$ |
2,905 |
|
$ |
2,525 |
|
NM |
|
$ |
(457 |
) |
$ |
(11,769 |
) |
96.1% |
Ben Custody |
|
4,847 |
|
|
4,627 |
|
|
4,835 |
|
4.8% |
|
|
13,890 |
|
|
15,767 |
|
(11.9)% |
Corporate & Other |
|
(6,731 |
) |
|
(9,793 |
) |
|
(11,954 |
) |
31.3% |
|
|
(24,984 |
) |
|
(41,581 |
) |
39.9% |
Total Adjusted Segment Operating Income (Loss) Attributable
to Ben's Equity Holders(1)(2) |
$ |
(4,737 |
) |
$ |
(2,261 |
) |
$ |
(4,594 |
) |
NM |
|
$ |
(11,551 |
) |
$ |
(37,583 |
) |
69.3% |
NM - Not meaningful.
(1) Adjusted Revenues, Adjusted Operating Income
(Loss), Adjusted Segment Revenues attributable to Ben's Equity
Holders and Adjusted Segment Operating Income (Loss) attributable
to Ben's Equity Holders are non-GAAP financial measures. For
reconciliations of our non-GAAP measures to the most directly
comparable GAAP financial measures and for the reasons we believe
the non-GAAP measures provide useful information, see Non-GAAP
Reconciliations.(2) Segment financial information attributable to
Ben’s equity holders is presented to provide users of our financial
information an understanding and visual aide of the segment
information (revenues, operating income (loss), and adjusted
operating income (loss)) that impacts Ben’s Equity Holders. “Ben’s
Equity Holders” refers to the holders of Beneficient Class A and
Class B common stock and Series B Preferred Stock as well as
holders of interests in BCH which represent noncontrolling
interests. For a description of noncontrolling interests, see Item
2 of our Quarterly Report on Form 10-Q for the nine months ended
December 31, 2024, and Reconciliation of Business Segment
Information Attributable to Ben’s Equity Holders to Net Income
Attributable to Ben Common Holders. Such information is computed as
the sum of the Ben Liquidity, Ben Custody and Corp/Other segments
since it is the operating results of those segments that determine
the net income (loss) attributable to Ben’s Equity Holders. See
further information in table 5 and Non-GAAP Reconciliations.
Reconciliation of Business Segment
Information Attributable to Ben's Equity Holders to Net Income
(Loss) Attributable to Ben Common Shareholders
Table 5 below presents
reconciliation of operating income (loss) by business segment
attributable to Ben's Equity Holders to net income (loss)
attributable to Ben common shareholders.
Reconciliation of
Business Segments to Net Income (Loss) to Ben Common
Shareholders($ in thousands) |
Fiscal
3Q25December 31,
2024 |
Fiscal
2Q25September 30,
2024 |
Fiscal
3Q24December 31,
2023 |
|
YTD Fiscal 2025 |
YTD Fiscal 2024 |
Ben Liquidity |
$ |
(2,853 |
) |
$ |
2,905 |
|
$ |
(606,405 |
) |
|
$ |
(462 |
) |
$ |
(1,781,521 |
) |
Ben Custody |
|
3,507 |
|
|
4,329 |
|
|
(267,995 |
) |
|
|
9,123 |
|
|
(538,840 |
) |
Corporate & Other |
|
(8,935 |
) |
|
(16,426 |
) |
|
(20,217 |
) |
|
|
18,730 |
|
|
(94,532 |
) |
Loss on debt extinguishment,
net (intersegment elimination) |
|
— |
|
|
— |
|
|
(3,940 |
) |
|
|
— |
|
|
(3,940 |
) |
Gain on liability
resolution |
|
— |
|
|
23,462 |
|
|
— |
|
|
|
23,462 |
|
|
— |
|
Income tax expense (allocable
to Ben and BCH equity holders) |
|
(713 |
) |
|
— |
|
|
(75 |
) |
|
|
(741 |
) |
|
(75 |
) |
Net loss attributable to
noncontrolling interests - Ben |
|
4,844 |
|
|
3,067 |
|
|
360,695 |
|
|
|
15,098 |
|
|
401,985 |
|
Noncontrolling interest
guaranteed payment |
|
(4,489 |
) |
|
(4,423 |
) |
|
(4,229 |
) |
|
|
(13,268 |
) |
|
(12,501 |
) |
Net income (loss)
attributable to Ben's common shareholders |
$ |
(8,639 |
) |
$ |
12,914 |
|
$ |
(542,166 |
) |
|
$ |
51,942 |
|
$ |
(2,029,424 |
) |
Earnings Webcast
Beneficient will host a webcast and conference
call to review its third quarter financial results on
February 13, 2025, at 8:30 am Eastern Standard Time. The
webcast will be available via live webcast from the Investor
Relations section of the Company’s website at
https://shareholders.trustben.com under Events.
Replay
The webcast will be archived on the Company’s
website in the investor relations section for replay for at least
one year.
About Beneficent
Beneficient (Nasdaq: BENF) – Ben, for short – is
on a mission to democratize the global alternative asset investment
market by providing traditionally underserved investors −
mid-to-high net worth individuals, small-to-midsized institutions
and General Partners seeking exit options, anchor commitments and
valued-added services for their funds− with solutions that could
help them unlock the value in their alternative assets. Ben’s
AltQuote™ tool provides customers with a range of potential exit
options within minutes, while customers can log on to the
AltAccess® portal to explore opportunities and receive proposals in
a secure online environment.
Its subsidiary, Beneficient Fiduciary Financial,
L.L.C., received its charter under the State of Kansas’
Technology-Enabled Fiduciary Financial Institution (TEFFI) Act and
is subject to regulatory oversight by the Office of the State Bank
Commissioner.
For more information, visit www.trustben.com or
follow us on LinkedIn.
ContactsInvestors:Matt
Kreps/214-597-8200/mkreps@darrowir.comMichael
Wetherington/214-284-1199/mwetherington@darrowir.cominvestors@beneficient.com
Important Information and Where You Can
Find It
This press release may be deemed to be
solicitation material in respect of a vote of stockholders to
approve an amendment to Ben’s articles of incorporation to increase
the authorized shares of Class B Common Stock of Ben and the
issuance of securities pursuant to the transactions to revise the
liquidation priority of BCH (the “Transactions”). In connection
with the requisite stockholder approval, Ben will file with the
Securities and Exchange Commission (the “SEC”) a preliminary proxy
statement and a definitive proxy statement, which will be sent to
the stockholders of Ben, seeking such approvals related to the
Transactions.
INVESTORS AND SECURITY HOLDERS OF BEN AND THEIR
RESPECTIVE AFFILIATES ARE URGED TO READ, WHEN AVAILABLE, THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT BEN AND THE TRANSACTIONS.
Investors and security holders will be able to obtain a free copy
of the proxy statement, as well as other relevant documents filed
with the SEC containing information about Ben, without charge, at
the SEC’s website (http://www.sec.gov). Copies of documents filed
with the SEC by Ben can also be obtained, without charge, by
directing a request to Investor Relations, Beneficient, 325 North
St. Paul Street, Suite 4850, Dallas, Texas 75201, or email
investors@beneficient.com.
Participants in the Solicitation of
Proxies in Connection with Transaction
Ben and certain of its directors, executive
officers and employees may be deemed to be participants in the
solicitation of proxies in respect of the requisite stockholder
approvals under the rules of the SEC. Information regarding Ben’s
directors and executive officers is available in its annual report
on Form 10-K for the fiscal year ended March 31, 2024, which was
filed with the SEC on July 9, 2024 and certain current reports on
Form 8-K filed by Ben. Other information regarding the participants
in the solicitation of proxies with respect to the proposed
transaction and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC. Free copies of these documents, when available, may be
obtained as described in the preceding paragraph.
Not an Offer of Securities
The information in this communication is for
informational purposes only and shall not constitute, or form a
part of, an offer to sell or the solicitation of an offer to sell
or the solicitation of an offer to buy any securities. The
securities that are the subject of the Transactions have not been
registered under the Securities Act of 1933, as amended (the
“Securities Act”), and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.
Disclaimer and Cautionary Note Regarding
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
and Section 21E of the Securities Exchange Act of 1934, as amended,
with respect to, among other things, demand for our solutions in
the alternative asset industry, opportunities for market growth,
statements regarding the proposed Transactions, including
expectations of future plans, strategies, and benefits of the
Transactions, statements regarding the proposed Mercantile Bank
acquisition and estimates regarding future synergies and benefits,
our ability to expand the range of digital asset market solutions,
and companion custody clearing and control account fee-based
services as a result of the proposed Mercantile Bank acquisition,
our ability to identify and negotiate transactions, diversification
and size of our loan portfolio and our ability to scale operations
and provide shareholder value. These forward-looking statements are
generally identified by the use of words such as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “should,” “target,” “will,”
“would,” and, in each case, their negative or other various or
comparable terminology. These forward-looking statements reflect
our views with respect to future events as of the date of this
document and are based on our management’s current expectations,
estimates, forecasts, projections, assumptions, beliefs and
information. Although management believes that the expectations
reflected in these forward-looking statements are reasonable, it
can give no assurance that these expectations will prove to have
been correct. All such forward-looking statements are subject to
risks and uncertainties, many of which are outside of our control,
and could cause future events or results to be materially different
from those stated or implied in this document. It is not possible
to predict or identify all such risks. These risks include, but are
not limited to, the ultimate outcome of the Transactions; the
Company’s ability to consummate the Transactions; the ability of
the Company to satisfy the closing conditions set forth in the
agreement with respect to the Transactions, including obtaining the
requisite vote of securityholders; the Company’s ability to meet
expectations regarding the timing and completion of the
Transactions, the ultimate outcome of the proposed Mercantile Bank
acquisition; the Company’s ability to consummate the proposed
Mercantile Bank acquisition in a timely manner or at all; the
ability of the parties to satisfy the closing conditions to the
acquisition; the possibility that the Company may be unable to
successfully integrate Mercantile Bank’s operations with those of
the Company or realize the expected benefits of the acquisition;
the possibility that such integration may be more difficult,
time-consuming, or costly than expected; the risk that operating
costs, customer loss, and business disruption (including, without
limitation, difficulties in maintaining relationships with
employees, contractors, and customers) may be greater than expected
following the acquisition or the public announcement of the
acquisition; the Company’s ability to retain certain key employees
of Mercantile Bank; the ability to launch and receive market
acceptance for new products and services; risks related to the
entry into a new line of business in connection with the proposed
Mercantile Bank acquisition, and the risk factors that are
described under the section titled “Risk Factors” in our Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and other filings with the SEC. These factors
should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements that are included
in this document and in our SEC filings. We expressly disclaim any
obligation to publicly update or review any forward-looking
statements, whether as a result of new information, future
developments or otherwise, except as required by applicable
law.
Table 6: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(LOSS) (UNAUDITED)
|
Three Months Ended December 31, |
|
Nine Months Ended December 31, |
(Dollars in thousands, except per share amounts) |
|
2024 |
|
|
|
2023 |
|
|
|
2024 |
|
|
|
2023 |
|
Revenues |
|
|
|
|
|
|
|
Investment income, net |
$ |
4,742 |
|
|
$ |
7,448 |
|
|
$ |
24,311 |
|
|
$ |
7,935 |
|
Loss on financial instruments, net (related party of $(8),
$(18,691), $(546) and $(64,217), respectively) |
|
(523 |
) |
|
|
(18,024 |
) |
|
|
(1,885 |
) |
|
|
(64,260 |
) |
Interest and dividend income |
|
10 |
|
|
|
118 |
|
|
|
34 |
|
|
|
348 |
|
Trust services and administration revenues (related party of $8,
$8, $23 and $23, respectively) |
|
188 |
|
|
|
158 |
|
|
|
564 |
|
|
|
173 |
|
Other income |
|
2 |
|
|
|
65 |
|
|
|
2 |
|
|
|
65 |
|
Total revenues |
|
4,419 |
|
|
|
(10,235 |
) |
|
|
23,026 |
|
|
|
(55,739 |
) |
|
|
|
|
|
|
|
|
Operating
expenses |
|
|
|
|
|
|
|
Employee compensation and benefits |
|
2,929 |
|
|
|
7,340 |
|
|
|
13,914 |
|
|
|
58,561 |
|
Interest expense (related party of $3,140, $3,018, $9,330 and
$5,843, respectively) |
|
3,240 |
|
|
|
4,671 |
|
|
|
11,848 |
|
|
|
13,569 |
|
Professional services |
|
5,083 |
|
|
|
4,970 |
|
|
|
17,884 |
|
|
|
22,000 |
|
Provision for credit losses |
|
— |
|
|
|
— |
|
|
|
1,000 |
|
|
|
— |
|
Loss on impairment of goodwill |
|
— |
|
|
|
883,223 |
|
|
|
3,692 |
|
|
|
2,286,212 |
|
Release of loss contingency related to arbitration award |
|
— |
|
|
|
— |
|
|
|
(54,973 |
) |
|
|
— |
|
Other expenses (related party of $723, $2,096, $2,111 and $6,317,
respectively) |
|
2,680 |
|
|
|
5,512 |
|
|
|
8,551 |
|
|
|
17,604 |
|
Total operating expenses |
|
13,932 |
|
|
|
905,716 |
|
|
|
1,916 |
|
|
|
2,397,946 |
|
Operating income
(loss) |
|
(9,513 |
) |
|
|
(915,951 |
) |
|
|
21,110 |
|
|
|
(2,453,685 |
) |
(Gain) loss on liability resolution |
|
— |
|
|
|
— |
|
|
|
(23,462 |
) |
|
|
— |
|
Loss on extinguishment of debt, net |
|
— |
|
|
|
8,846 |
|
|
|
— |
|
|
|
8,846 |
|
Net income (loss)
before income taxes |
|
(9,513 |
) |
|
|
(924,797 |
) |
|
|
44,572 |
|
|
|
(2,462,531 |
) |
Income tax expense |
|
713 |
|
|
|
75 |
|
|
|
741 |
|
|
|
75 |
|
Net income
(loss) |
|
(10,226 |
) |
|
|
(924,872 |
) |
|
|
43,831 |
|
|
|
(2,462,606 |
) |
Plus: Net loss attributable to noncontrolling interests - Customer
ExAlt Trusts |
|
1,232 |
|
|
|
26,240 |
|
|
|
6,281 |
|
|
|
43,698 |
|
Plus: Net loss attributable to noncontrolling interests - Ben |
|
4,844 |
|
|
|
360,695 |
|
|
|
15,098 |
|
|
|
401,985 |
|
Less: Noncontrolling interest guaranteed payment |
|
(4,489 |
) |
|
|
(4,229 |
) |
|
|
(13,268 |
) |
|
|
(12,501 |
) |
Net income (loss)
attributable to Beneficient common shareholders |
$ |
(8,639 |
) |
|
$ |
(542,166 |
) |
|
$ |
51,942 |
|
|
$ |
(2,029,424 |
) |
Other comprehensive
income (loss): |
|
|
|
|
|
|
|
Unrealized (loss) gain on investments in available-for-sale debt
securities |
|
(120 |
) |
|
|
51 |
|
|
|
(115 |
) |
|
|
4,236 |
|
Total comprehensive
income (loss) |
|
(8,759 |
) |
|
|
(542,115 |
) |
|
|
51,827 |
|
|
|
(2,025,188 |
) |
Less: comprehensive (loss) gain attributable to noncontrolling
interests |
|
(120 |
) |
|
|
51 |
|
|
|
(115 |
) |
|
|
4,236 |
|
Total comprehensive
income (loss) attributable to Beneficient |
$ |
(8,639 |
) |
|
$ |
(542,166 |
) |
|
$ |
51,942 |
|
|
$ |
(2,029,424 |
) |
|
|
|
|
|
|
|
|
Net income (loss) per common
share |
|
|
|
|
|
|
|
Class A - basic |
$ |
(1.32 |
) |
|
$ |
(158.36 |
) |
|
$ |
10.30 |
|
|
$ |
(668.31 |
) |
Class B - basic |
$ |
(1.02 |
) |
|
$ |
(156.95 |
) |
|
$ |
13.78 |
|
|
$ |
(587.49 |
) |
Net income (loss) per common
share |
|
|
|
|
|
|
|
Class A - diluted |
$ |
(1.32 |
) |
|
$ |
(158.36 |
) |
|
$ |
0.12 |
|
|
$ |
(668.31 |
) |
Class B - diluted |
$ |
(1.02 |
) |
|
$ |
(156.95 |
) |
|
$ |
0.12 |
|
|
$ |
(587.49 |
) |
Table 7: CONSOLIDATED STATEMENTS OF FINANCIAL
CONDITION
|
December 31, 2024 |
|
March 31, 2024 |
(Dollars and shares in
thousands) |
(unaudited) |
|
|
ASSETS |
|
|
|
Cash and cash equivalents |
$ |
4,149 |
|
|
$ |
7,913 |
|
Restricted cash |
|
52 |
|
|
|
64 |
|
Investments, at fair value: |
|
|
|
Investments held by Customer ExAlt Trusts (related party of $12 and
$552) |
|
334,278 |
|
|
|
329,113 |
|
Investments held by Ben (related party of nil and $6) |
|
— |
|
|
|
6 |
|
Other assets, net |
|
48,519 |
|
|
|
14,699 |
|
Intangible assets |
|
3,100 |
|
|
|
3,100 |
|
Goodwill |
|
9,914 |
|
|
|
13,606 |
|
Total
assets |
$ |
400,012 |
|
|
$ |
368,501 |
|
LIABILITIES, TEMPORARY
EQUITY, AND EQUITY (DEFICIT) |
|
|
|
Accounts payable and accrued expenses (related party of $14,294 and
$14,143) |
$ |
149,204 |
|
|
$ |
157,157 |
|
Other liabilities (related party of $16,798 and $9,740) |
|
22,433 |
|
|
|
31,727 |
|
Warrants liability |
|
648 |
|
|
|
178 |
|
Convertible debt |
|
2,667 |
|
|
|
— |
|
Debt due to related parties |
|
120,274 |
|
|
|
120,505 |
|
Total
liabilities |
|
295,226 |
|
|
|
309,567 |
|
Redeemable noncontrolling interests |
|
|
|
Preferred Series A Subclass 0 Redeemable Unit Accounts,
nonunitized |
|
90,526 |
|
|
|
251,052 |
|
Total temporary
equity |
|
90,526 |
|
|
|
251,052 |
|
Shareholder’s equity
(deficit): |
|
|
|
Preferred stock, par value $0.001 per share, 250,000 shares
authorized |
|
|
|
Series A preferred stock, 0 and 0 shares issued and outstanding as
of December 31, 2024 and March 31, 2024 |
|
— |
|
|
|
— |
|
Series B preferred stock, 363 and 227 shares issued and outstanding
as of December 31, 2024 and March 31, 2024 |
|
— |
|
|
|
— |
|
Class A common stock, par value $0.001 per share, 5,000,000 and
18,750(1) shares authorized as of December 31, 2024 and
March 31, 2024, respectively, 8,246 and 3,348 shares issued as
of December 31, 2024 and March 31, 2024, respectively,
and 8,237 and 3,339 shares outstanding as of December 31, 2024
and March 31, 2024, respectively |
|
8 |
|
|
|
3 |
|
Class B convertible common stock, par value $0.001 per share,
250(1) shares authorized, 239 and 239 shares issued and outstanding
as of December 31, 2024 and March 31, 2024 |
|
— |
|
|
|
— |
|
Additional paid-in capital |
|
1,843,911 |
|
|
|
1,848,068 |
|
Accumulated deficit |
|
(2,007,272 |
) |
|
|
(2,059,214 |
) |
Stock receivable |
|
— |
|
|
|
(20,038 |
) |
Treasury stock, at cost (9 shares as of December 31, 2024 and
March 31, 2024) |
|
(3,444 |
) |
|
|
(3,444 |
) |
Accumulated other comprehensive income |
|
161 |
|
|
|
276 |
|
Noncontrolling interests |
|
180,896 |
|
|
|
42,231 |
|
Total equity
(deficit) |
|
14,260 |
|
|
|
(192,118 |
) |
Total liabilities,
temporary equity, and equity (deficit) |
$ |
400,012 |
|
|
$ |
368,501 |
|
(1) Number has been adjusted to reflect 1-for-80
reverse stock split on April 18, 2024. See Note 1 - Summary of
Significant Accounting Policies - Reverse Stock Split to the
consolidated financial statements included in the Company’s Annual
Report on Form 10-K filed with the U.S. Securities and Exchange
Commission on July 9, 2024, for additional information.
Table 8: Non-GAAP
Reconciliations
(in thousands) |
|
Three Months Ended December 31, 2024 |
|
|
Ben Liquidity |
Ben Custody |
Customer ExAlt Trusts |
Corporate/Other |
Consolidating Eliminations |
Consolidated |
Total revenues |
|
$ |
11,297 |
|
$ |
5,410 |
$ |
4,317 |
|
$ |
(86 |
) |
$ |
(16,519 |
) |
$ |
4,419 |
|
Mark to market adjustment on
interests in the GWG Wind Down Trust |
|
|
— |
|
|
— |
|
8 |
|
|
— |
|
|
— |
|
|
8 |
|
Adjusted revenues |
|
$ |
11,297 |
|
$ |
5,410 |
$ |
4,325 |
|
$ |
(86 |
) |
$ |
(16,519 |
) |
$ |
4,427 |
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
$ |
(2,853 |
) |
$ |
3,507 |
$ |
(35,544 |
) |
$ |
(8,935 |
) |
$ |
34,312 |
|
$ |
(9,513 |
) |
Mark to market adjustment on
interests in the GWG Wind Down Trust |
|
|
— |
|
|
— |
|
8 |
|
|
— |
|
|
— |
|
|
8 |
|
Intersegment provision for
credit losses on collateral comprised of interests in the GWG Wind
Down Trust |
|
|
— |
|
|
1,340 |
|
— |
|
|
— |
|
|
(1,340 |
) |
|
— |
|
Goodwill impairment |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Release of loss contingency
related to arbitration award |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Share-based compensation
expense |
|
|
— |
|
|
— |
|
— |
|
|
804 |
|
|
— |
|
|
804 |
|
Legal and professional
fees(1) |
|
|
— |
|
|
— |
|
— |
|
|
1,400 |
|
|
— |
|
|
1,400 |
|
Adjusted operating income
(loss) |
|
$ |
(2,853 |
) |
$ |
4,847 |
$ |
(35,536 |
) |
$ |
(6,731 |
) |
$ |
32,972 |
|
$ |
(7,301 |
) |
(1) Includes legal and professional fees related lawsuits.
(in thousands) |
|
Three Months Ended September 30, 2024 |
|
|
Ben Liquidity |
Ben Custody |
Customer ExAlt Trusts |
Corporate/Other |
Consolidating Eliminations |
Consolidated |
Total revenues |
|
$ |
11,978 |
$ |
5,386 |
$ |
9,112 |
|
$ |
(738 |
) |
$ |
(17,177 |
) |
$ |
8,561 |
|
Mark to market adjustment on
interests in the GWG Wind Down Trust |
|
|
— |
|
— |
|
173 |
|
|
— |
|
|
— |
|
|
173 |
|
Adjusted revenues |
|
$ |
11,978 |
$ |
5,386 |
$ |
9,285 |
|
$ |
(738 |
) |
$ |
(17,177 |
) |
$ |
8,734 |
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
$ |
2,905 |
$ |
4,329 |
$ |
(31,549 |
) |
$ |
(16,426 |
) |
$ |
27,026 |
|
$ |
(13,715 |
) |
Mark to market adjustment on
interests in the GWG Wind Down Trust |
|
|
— |
|
— |
|
173 |
|
|
— |
|
|
— |
|
|
173 |
|
Intersegment provision for
credit losses on collateral comprised of interests in the GWG Wind
Down Trust |
|
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Goodwill impairment |
|
|
— |
|
298 |
|
— |
|
|
— |
|
|
— |
|
|
298 |
|
Release of loss contingency
related to arbitration award |
|
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Share-based compensation
expense |
|
|
— |
|
— |
|
— |
|
|
3,364 |
|
|
— |
|
|
3,364 |
|
Legal and professional
fees(1) |
|
|
— |
|
— |
|
— |
|
|
3,269 |
|
|
— |
|
|
3,269 |
|
Adjusted operating income
(loss) |
|
$ |
2,905 |
$ |
4,627 |
$ |
(31,376 |
) |
$ |
(9,793 |
) |
$ |
27,026 |
|
$ |
(6,611 |
) |
(1) Includes legal and professional fees related to
lawsuits.
(in thousands) |
|
Three Months Ended December 31, 2023 |
|
|
Ben Liquidity |
|
Ben Custody |
|
Customer ExAlt Trusts |
|
Corporate/Other |
|
Consolidating Eliminations |
|
Consolidated |
Total revenues |
|
$ |
11,275 |
|
|
$ |
5,897 |
|
|
$ |
(11,182 |
) |
|
$ |
789 |
|
|
$ |
(17,014 |
) |
|
$ |
(10,235 |
) |
Mark to market adjustment on
interests in the GWG Wind Down Trust |
|
|
— |
|
|
|
— |
|
|
|
18,506 |
|
|
|
185 |
|
|
|
— |
|
|
|
18,691 |
|
Adjusted revenues |
|
$ |
11,275 |
|
|
$ |
5,897 |
|
|
$ |
7,324 |
|
|
$ |
974 |
|
|
$ |
(17,014 |
) |
|
$ |
8,456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
$ |
(606,405 |
) |
|
$ |
(267,995 |
) |
|
$ |
(49,363 |
) |
|
$ |
(20,217 |
) |
|
$ |
28,029 |
|
|
$ |
(915,951 |
) |
Mark to market adjustment on
interests in the GWG Wind Down Trust |
|
|
— |
|
|
|
— |
|
|
|
18,506 |
|
|
|
185 |
|
|
|
— |
|
|
|
18,691 |
|
Intersegment provision for
credit losses on collateral comprised of interests in the GWG Wind
Down Trust |
|
|
4,262 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,262 |
) |
|
|
— |
|
Goodwill impairment |
|
|
604,668 |
|
|
|
272,830 |
|
|
|
— |
|
|
|
5,725 |
|
|
|
— |
|
|
|
883,223 |
|
Loss on arbitration |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Share-based compensation
expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,026 |
|
|
|
— |
|
|
|
2,026 |
|
Legal and professional
fees(1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
327 |
|
|
|
— |
|
|
|
327 |
|
Adjusted operating income
(loss) |
|
$ |
2,525 |
|
|
$ |
4,835 |
|
|
$ |
(30,857 |
) |
|
$ |
(11,954 |
) |
|
$ |
23,767 |
|
|
$ |
(11,684 |
) |
(1) Includes legal and professional fees related to
lawsuits.
(in thousands) |
|
Nine Months Ended December 31, 2024 |
|
|
Ben Liquidity |
|
Ben Custody |
|
Customer ExAlt Trusts |
|
Corporate/Other |
|
Consolidating Eliminations |
|
Consolidated |
Total revenues |
|
$ |
34,124 |
|
|
$ |
16,178 |
|
$ |
23,282 |
|
|
$ |
(820 |
) |
|
$ |
(49,738 |
) |
|
$ |
23,026 |
|
Mark to market adjustment on
interests in the GWG Wind Down Trust |
|
|
— |
|
|
|
— |
|
|
539 |
|
|
|
7 |
|
|
|
— |
|
|
|
546 |
|
Adjusted revenues |
|
$ |
34,124 |
|
|
$ |
16,178 |
|
$ |
23,821 |
|
|
$ |
(813 |
) |
|
$ |
(49,738 |
) |
|
$ |
23,572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
$ |
(462 |
) |
|
$ |
9,123 |
|
$ |
(96,722 |
) |
|
$ |
18,730 |
|
|
$ |
90,441 |
|
|
$ |
21,110 |
|
Mark to market adjustment on
interests in the GWG Wind Down Trust |
|
|
— |
|
|
|
— |
|
|
539 |
|
|
|
7 |
|
|
|
— |
|
|
|
546 |
|
Intersegment provision for
credit losses on collateral comprised of interests in the GWG Wind
Down Trust |
|
|
5 |
|
|
|
1,340 |
|
|
— |
|
|
|
— |
|
|
|
(1,345 |
) |
|
|
— |
|
Goodwill impairment |
|
|
— |
|
|
|
3,427 |
|
|
— |
|
|
|
265 |
|
|
|
— |
|
|
|
3,692 |
|
Release of loss contingency
related to arbitration award |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
(54,973 |
) |
|
|
— |
|
|
|
(54,973 |
) |
Share-based compensation
expense |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
5,162 |
|
|
|
— |
|
|
|
5,162 |
|
Legal and professional
fees(1) |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
5,825 |
|
|
|
— |
|
|
|
5,825 |
|
Adjusted operating income
(loss) |
|
$ |
(457 |
) |
|
$ |
13,890 |
|
$ |
(96,183 |
) |
|
$ |
(24,984 |
) |
|
$ |
89,096 |
|
|
$ |
(18,638 |
) |
(1) Includes legal and professional fees related to
lawsuits.
(in thousands) |
|
Nine Months Ended December 31, 2023 |
|
|
Ben Liquidity |
|
Ben Custody |
|
Customer ExAlt Trusts |
|
Corporate/Other |
|
Consolidating Eliminations |
|
Consolidated |
Total revenues |
|
$ |
36,303 |
|
|
$ |
18,961 |
|
|
$ |
(54,363 |
) |
|
$ |
(1,549 |
) |
|
$ |
(55,091 |
) |
|
$ |
(55,739 |
) |
Mark to market adjustment on
interests in the GWG Wind Down Trust |
|
|
— |
|
|
|
— |
|
|
|
62,873 |
|
|
|
1,344 |
|
|
|
— |
|
|
|
64,217 |
|
Adjusted revenues |
|
$ |
36,303 |
|
|
$ |
18,961 |
|
|
$ |
8,510 |
|
|
$ |
(205 |
) |
|
$ |
(55,091 |
) |
|
$ |
8,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
$ |
(1,781,521 |
) |
|
$ |
(538,840 |
) |
|
$ |
(166,051 |
) |
|
$ |
(94,532 |
) |
|
$ |
127,259 |
|
|
$ |
(2,453,685 |
) |
Mark to market adjustment on
interests in the GWG Wind Down Trust |
|
|
— |
|
|
|
— |
|
|
|
62,873 |
|
|
|
1,344 |
|
|
|
— |
|
|
|
64,217 |
|
Intersegment provision for
credit losses on collateral comprised of interests in the GWG Wind
Down Trust |
|
|
43,872 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(43,872 |
) |
|
|
— |
|
Goodwill impairment |
|
|
1,725,880 |
|
|
|
554,607 |
|
|
|
— |
|
|
|
5,725 |
|
|
|
— |
|
|
|
2,286,212 |
|
Loss on arbitration |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Share-based compensation
expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
37,530 |
|
|
|
— |
|
|
|
37,530 |
|
Legal and professional
fees(1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,352 |
|
|
|
— |
|
|
|
8,352 |
|
Adjusted operating income
(loss) |
|
$ |
(11,769 |
) |
|
$ |
15,767 |
|
|
$ |
(103,178 |
) |
|
$ |
(41,581 |
) |
|
$ |
83,387 |
|
|
$ |
(57,374 |
) |
(1) Includes legal and professional fees related to GWG Holdings
bankruptcy, lawsuits, public relations, and employee matters.
|
Three Months Ended December 31, |
|
Nine Months Ended December 31, |
|
|
2024 |
|
|
2023 |
|
|
|
2024 |
|
|
|
2023 |
|
Operating Expenses Non
GAAP Reconciliation |
|
|
|
|
|
|
|
Operating expenses |
$ |
13,932 |
|
$ |
905,716 |
|
|
$ |
1,916 |
|
|
$ |
2,397,946 |
|
Plus: Release of loss contingency related to arbitration award |
|
— |
|
|
— |
|
|
|
54,973 |
|
|
|
— |
|
Less: Goodwill impairment |
|
— |
|
|
(883,223 |
) |
|
|
(3,692 |
) |
|
|
(2,286,212 |
) |
Operating expenses, excluding
goodwill impairment and release of loss contingency related to
arbitration award |
$ |
13,932 |
|
$ |
22,493 |
|
|
$ |
53,197 |
|
|
$ |
111,734 |
|
The below table reconciles the non-GAAP
financial measures of tangible book value and tangible book value
to Ben’s public stockholders to the most comparable GAAP financial
measures as of December 31, 2024 on an actual basis and pro forma
assuming the transactions described in our Form 8-K filed on
December 23, 2024 occurred on December 31, 2024.
|
Actual and Pro Forma
(a) |
|
|
|
Actual |
|
Pro forma (a) |
Tangible Book
Value |
|
|
Tangible book value
attributable to Ben’s public company stockholders |
|
|
|
|
Total equity (deficit) |
$ |
14,260 |
|
|
Tangible book value |
|
$ |
91,772 |
|
|
$ |
91,772 |
|
Less: Goodwill and intangible assets |
|
(13,014 |
) |
|
Less: Tangible book value attributable to Beneficient Holdings
noncontrolling interest holders |
|
|
(91,772 |
) |
|
|
(82,595 |
) |
Plus: Total temporary equity |
|
90,526 |
|
|
Tangible book value
attributable to Ben’s public company stockholders |
|
|
— |
|
|
|
9,177 |
|
Tangible book value |
$ |
91,772 |
|
|
|
|
|
|
|
(a) Assumes the transactions described in
our Form 8-K filed on December 23, 2024 closed on December 31, 2024
including that the BCH limited partnership agreement was amended to
provide that Beneficient, as the indirect holder of the Class A
Units and certain Designated Class S Ordinary Units of BCH, would
receive in the event of a liquidation of BCH (i) 10% of the first
$100 million of distributions of BCH following the satisfaction of
the debts and liabilities of BCH on a consolidated basis and (ii)
33.3333% of the net asset value of the added alternative assets of
up to $5 billion in connection with ExAlt Plan liquidity and
primary capital transactions entered after December 22, 2024.
Adjusted Revenues, Adjusted Operating Income
(Loss), Adjusted Segment Revenues attributable to Ben's Equity
Holders and Adjusted Segment Operating Income (Loss) attributable
to Ben's Equity Holders are non-GAAP financial measures. We present
these non-GAAP financial measures because we believe it helps
investors understand underlying trends in our business and
facilitates an understanding of our operating performance from
period to period because it facilitates a comparison of our
recurring core business operating results. Tangible Book Value and
Tangible Book Value to Ben’s Public Company Stockholders are also
non-GAAP financial measures. We present these non-GAAP financial
measures because we believe it help investors in analyzing the
intrinsic value of the Company, including the proforma impact of
the contemplated transactions more fully described in our Form 8-K
filed on December 23, 2024. The non-GAAP financial measures are
intended as a supplemental measure of our performance that is
neither required by, nor presented in accordance with, U.S. GAAP.
Our presentation of these measures should not be construed as an
inference that our future results will be unaffected by unusual or
non-recurring items. Our computation of these non-GAAP financial
measures may not be comparable to other similarly titled measures
computed by other companies, because all companies may not
calculate such items in the same way.
We define adjusted revenue as revenue adjusted
to exclude the effect of mark-to-market adjustments on related
party equity securities that were acquired both prior to and during
the Collateral Swap, which on August 1, 2023, became interests in
the GWG Wind Down Trust. Adjusted Segment Revenues attributable to
Ben's Equity Holders is the same as "adjusted revenues" related to
the aggregate of the Ben Liquidity, Ben Custody, and
Corporate/Other Business Segments, which are the segments that
impact the net income (loss) attributable to all equity holders of
Beneficient, including equity holders of Beneficient's subsidiary,
BCH.
Adjusted operating income (loss) represents GAAP
operating income (loss), adjusted to exclude the effect of the
adjustments to revenue as described above, credit losses on related
party available-for-sale debt securities that were acquired in the
Collateral Swap which on August 1, 2023, became interests in the
GWG Wind Down Trust, and receivables from a related party that
filed for bankruptcy and certain notes receivables originated
during our formative transactions, non-cash asset impairment,
share-based compensation expense, and legal, professional services,
and public relations costs related to the GWG Holdings bankruptcy,
lawsuits, a defunct product offering, and certain employee matters,
including fees & loss contingency accruals (releases) incurred
in arbitration with a former director. Adjusted Segment Operating
Income (Loss) attributable to Ben's Equity Holders is the same as
"adjusted operating income (loss)" related to the aggregate of the
Ben Liquidity, Ben Custody, and Corporate/Other Business Segments,
which are the segments that impact the net income (loss)
attributable to all equity holders of Beneficient, including equity
holders of Beneficient's subsidiary, BCH.
Tangible book value is defined as the sum of
total equity (deficit) less goodwill and intangible assets plus
total temporary equity. Tangible book value to Ben’s public company
stockholders is defined at tangible book value adjusted for the
portion of tangible book value that is attributable to Ben’s public
company stockholders, which is calculated as tangible book value
adjusted for (i) 10% of the first $100 million of distributions of
BCH following the satisfaction of the debts and liabilities of BCH
on a consolidated basis and (ii) 33.3333% of the net asset value of
the added alternative assets of up to $5 billion in connection with
ExAlt Plan liquidity and primary capital transactions entered after
December 22, 2024.
These non-GAAP financial measures are not a
measure of performance or liquidity calculated in accordance with
U.S. GAAP. They are unaudited and should not be considered an
alternative to, or more meaningful than, GAAP revenues or GAAP
operating income (loss) as an indicator of our operating
performance. Uses of cash flows that are not reflected in adjusted
operating income (loss) or adjusted segment operating income (loss)
attributable to Ben's Equity Holders include capital expenditures,
interest payments, debt principal repayments, and other expenses,
which can be significant. As a result, adjusted operating income
(loss) and/or adjusted segment operating income (loss) attributable
to Ben's Equity Holders should not be considered as a measure of
our liquidity.
Because of these limitations, Adjusted Revenues,
Adjusted Operating Income (Loss), Adjusted Segment Revenues
attributable to Ben's Equity Holders, Adjusted Segment Operating
Income (Loss) attributable to Ben's Equity Holders, Tangible Book
Value and Tangible Book Value to Ben’s Public Company Stockholders
should not be considered in isolation or as a substitute for
performance measures calculated in accordance with U.S. GAAP. We
compensate for these limitations by relying primarily on our U.S.
GAAP results and using Adjusted Revenues, Adjusted Operating Income
(Loss), Adjusted Segment Revenues attributable to Ben's Equity
Holders, Adjusted Segment Operating Income (Loss) attributable to
Ben's Equity Holders, Tangible Book Value and Tangible Book Value
to Ben’s Public Company Stockholders on a supplemental basis. You
should review the reconciliation of these non-GAAP financial
measures set forth above and not rely on any single financial
measure to evaluate our business.
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/09d463d7-9883-4bbf-8a05-3c24ea42846e
Beneficient (NASDAQ:BENF)
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Beneficient (NASDAQ:BENF)
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