Cover
Cover | 3 Months Ended |
Jun. 30, 2023 | |
Document Information [Line Items] | |
Document Type | POS AM |
Entity Registrant Name | BENEFICIENT |
Entity Incorporation, State or Country Code | NV |
Entity Tax Identification Number | 72-1573705 |
Entity Address, Address Line One | 325 North St. Paul Street |
Entity Address, Address Line Two | Suite 4850 |
Entity Address, City or Town | Dallas |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 75201 |
City Area Code | 214 |
Local Phone Number | 445-4700 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001775734 |
Amendment Flag | false |
Entity Primary SIC Number | 6199 |
Business Contact | |
Document Information [Line Items] | |
Contact Personnel Name | James G. Silk |
Entity Address, Address Line One | 325 North St. Paul Street |
Entity Address, Address Line Two | Suite 4850 |
Entity Address, City or Town | Dallas |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 75201 |
City Area Code | 214 |
Local Phone Number | 445-4700 |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | ||
ASSETS | |||||
Cash and cash equivalents | $ 3,057 | $ 8,726 | [1] | $ 70,588 | |
Restricted cash | 821 | 819 | [1] | 5,517 | |
Investments | 489,290 | 497,221 | 674,170 | ||
Other assets, net (related party of $1,405 and $2,195) | 32,903 | 19,883 | |||
Intangible assets | 3,100 | 3,100 | [1] | 3,100 | |
Goodwill | 1,271,621 | 2,367,926 | [1] | 2,367,750 | |
Total assets | 1,795,863 | 2,910,695 | [1] | 3,141,008 | |
LIABILITIES, TEMPORARY EQUITY, AND EQUITY | |||||
Other liabilities (related party of $7 and $100) | 14,622 | 12,359 | |||
Warrant liability | 1,128 | 0 | [1] | ||
Contingent consideration payable | 0 | 20,152 | |||
Customer ExAlt Trusts loan payable, net | 49,529 | 52,129 | [1] | 65,674 | |
Total liabilities | 263,864 | 231,789 | [1] | 241,434 | |
Total temporary equity | 251,052 | 950,493 | [1] | 1,907,888 | |
The Beneficient Company Group, L.P. Partners' Capital: | |||||
Preferred stock, par value $0.001 per share, 250,000 shares authorized, 0 and 0 shares of Series A issued and outstanding as of June 30, 2023 and March 31, 2023 | 0 | 0 | [1] | ||
Additional paid-in capital | 1,583,041 | 1,579,545 | [1] | ||
Accumulated deficit | (1,079,091) | 0 | [1] | ||
Stock receivable | (20,038) | 0 | [1] | ||
Common units (67,486 units issued and outstanding as of March 31, 2023 and March 31, 2022) | 599,524 | 718,568 | |||
Treasury common units, at cost (544 units as of March 31, 2023 and March 31, 2022) | (3,444) | (3,444) | [1] | (3,444) | |
Noncontrolling interests | 786,080 | 142,213 | [1] | 277,888 | |
Accumulated other comprehensive income (loss) | 14,190 | 9,900 | [1] | (1,326) | |
Total equity | 1,280,947 | [2] | 1,728,413 | [1],[2] | 991,686 |
Total liabilities, temporary equity, and equity | 1,795,863 | 2,910,695 | [1] | 3,141,008 | |
Previously Reported [Member] | |||||
LIABILITIES, TEMPORARY EQUITY, AND EQUITY | |||||
Total temporary equity | 1,930,712 | ||||
The Beneficient Company Group, L.P. Partners' Capital: | |||||
Noncontrolling interests | 142,214 | ||||
Total equity | 748,194 | ||||
Preferred Series A Subclass 0 | |||||
LIABILITIES, TEMPORARY EQUITY, AND EQUITY | |||||
Redeemable noncontrolling interests | 251,052 | 251,052 | [1] | 249,907 | |
Preferred Series A Subclass 0 | Previously Reported [Member] | |||||
LIABILITIES, TEMPORARY EQUITY, AND EQUITY | |||||
Redeemable noncontrolling interests | 251,051 | ||||
Preferred Series A Subclass 1 | |||||
LIABILITIES, TEMPORARY EQUITY, AND EQUITY | |||||
Redeemable noncontrolling interests | 893,302 | 936,191 | |||
Preferred Series A Subclass 1 | |||||
LIABILITIES, TEMPORARY EQUITY, AND EQUITY | |||||
Redeemable noncontrolling interests | 0 | 699,441 | [1] | ||
Common Class A | |||||
The Beneficient Company Group, L.P. Partners' Capital: | |||||
Common stock | 190 | 180 | [1] | ||
Common Class B | |||||
The Beneficient Company Group, L.P. Partners' Capital: | |||||
Common stock | 19 | 19 | [1] | ||
Redeemable Preferred Stock | |||||
LIABILITIES, TEMPORARY EQUITY, AND EQUITY | |||||
Redeemable preferred equity | 786,359 | 721,790 | |||
Nonrelated Party | |||||
ASSETS | |||||
Other assets, net (related party of $1,405 and $2,195) | 27,974 | 32,903 | [1] | 19,883 | |
LIABILITIES, TEMPORARY EQUITY, AND EQUITY | |||||
Accounts payable and accrued expenses | 93,413 | 65,724 | [1] | 37,332 | |
Other liabilities (related party of $7 and $100) | 19,722 | 14,622 | [1] | 12,359 | |
Related Party | |||||
LIABILITIES, TEMPORARY EQUITY, AND EQUITY | |||||
Debt due to related parties | 99,314 | 105,917 | |||
Debt due to related party, net | 100,072 | 99,314 | [1] | ||
Variable Interest Entity, Primary Beneficiary | Nonrelated Party | |||||
ASSETS | |||||
Investments | 486,944 | 491,859 | [1] | 659,921 | |
Variable Interest Entity, Primary Beneficiary | Related Party | |||||
ASSETS | |||||
Investments | 76,154 | 127,284 | |||
Beneficient | Nonrelated Party | |||||
ASSETS | |||||
Investments | $ 2,346 | 5,362 | [1] | 14,249 | |
Beneficient | Related Party | |||||
ASSETS | |||||
Investments | $ 1,371 | $ 14,249 | |||
[1]Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. Such adjustments are unaudited.[2]Retroactively adjusted March 31, 2023 for de-SPAC merger transaction as described in Note 4. |
CONSOLIDATED STATEMENTS OF FI_2
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Parenthetical) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Jan. 30, 2023 | Mar. 31, 2022 |
Investments | $ 489,290,000 | $ 497,221,000 | $ 674,170,000 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized (in shares) | 250,000,000 | 250,000,000 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Units issued (in shares) | 67,486,000 | 67,486,000 | ||
Units outstanding (in shares) | 67,486,000 | 67,486,000 | ||
Treasury stock common units (in shares) | 544,000 | 544,000 | 544,000 | |
Common Class A | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized (in shares) | 1,500,000,000 | 1,500,000,000 | ||
Units issued (in shares) | 190,047,000 | 180,178,000 | ||
Units outstanding (in shares) | 189,503,000 | 179,634,000 | ||
Common Class B | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | ||
Units issued (in shares) | 19,140,000 | 19,140,000 | ||
Units outstanding (in shares) | 19,140,000 | 19,140,000 | ||
Related Party | ||||
Other assets, net (related party of $1,405 and $2,195) | $ 1,405,000 | $ 2,195,000 | ||
Accounts payable and accrued expenses (related party of $12,517 and $10,485) | 12,517,000 | $ 10,485,000 | ||
Other liabilities (related party of $7 and $100) | 7,000 | 100,000 | ||
Related Party | Variable Interest Entity, Primary Beneficiary | ||||
Investments | 77,460,000 | 76,154,000 | ||
Related Party | Beneficient | ||||
Investments | $ 683,000 | 1,371,000 | ||
Related Party | ||||
Other assets, net (related party of $1,405 and $2,195) | 2,195,000 | $ 0 | ||
Other liabilities (related party of $7 and $100) | 100,000 | 748,000 | ||
Related Party | Variable Interest Entity, Primary Beneficiary | ||||
Investments | 76,154,000 | 127,284,000 | ||
Related Party | Beneficient | ||||
Investments | $ 1,371,000 | $ 14,249,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Revenues | ||||||||||
Investment income (loss), net | $ 500 | $ (25,117) | $ (10,811) | $ 2,091 | $ (54,010) | $ 15,534 | $ 132,620 | |||
Loss on financial instruments, net | (3,461) | (12,020) | (56,011) | (2,180) | (51,421) | 31,837 | (30,670) | |||
Interest income | 116 | 85 | 73 | 412 | 7,398 | 2,082 | ||||
Trust services and administration revenues | 102 | 0 | 0 | 20,300 | 19,400 | |||||
Other income | 2 | 0 | 86 | 2 | 36,267 | |||||
Total revenues | (2,743) | (37,044) | (66,618) | 2,364 | (104,903) | 55,311 | 140,329 | |||
Operating expenses | ||||||||||
Employee compensation and benefits | 35,823 | 11,565 | 10,125 | 10,910 | 45,527 | 48,523 | 128,582 | |||
Interest expense | 3,784 | 3,619 | 2,110 | 15,471 | 27,457 | 32,551 | ||||
Professional services | 10,373 | 7,857 | 5,449 | 4,939 | 38,422 | 17,801 | 19,045 | |||
Provision for credit losses | 0 | 18,790 | 9,383 | 0 | 20,580 | 18,755 | 0 | |||
Loss on impairment of goodwill | 1,096,305 | 0 | ||||||||
Other expenses | 6,942 | 7,076 | 6,149 | 28,269 | 13,895 | 7,564 | ||||
Total operating expenses | 1,153,227 | 48,907 | 33,216 | 25,601 | 148,269 | 126,431 | 187,742 | |||
Operating loss | (1,155,970) | (85,951) | (99,834) | (23,237) | (253,172) | (71,120) | (47,413) | |||
Income tax expense (benefit) | 0 | 397 | 1,072 | (273) | (1,072) | 0 | 3,459 | |||
Net loss | (1,155,970) | (86,348) | (100,906) | (22,964) | (252,100) | (105,133) | (50,872) | |||
Less: Net loss attributable to noncontrolling interests | 44,552 | 36,247 | 60,267 | 136,942 | 43,383 | (7,168) | ||||
Less: Noncash deemed contribution on extinguishment of redeemable noncontrolling interest | 0 | 0 | 14,200 | 0 | ||||||
Less: Noncash deemed dividend on extinguishment of preferred equity interests of noncontrolling interest holders | 0 | 0 | (46,202) | 0 | ||||||
Less: Noncontrolling interest guaranteed payment | (4,105) | (3,868) | (3,788) | 0 | (15,822) | (1,264) | 0 | |||
Net loss attributable to The Beneficient Company Group, L.P. common unitholders | (1,115,523) | (53,969) | (44,427) | (6,796) | (130,980) | (95,016) | (58,040) | |||
Other comprehensive income: | ||||||||||
Unrealized gain on investments in available-for-sale debt securities | 4,290 | [1] | (1,798) | [2] | 110 | 0 | 11,226 | (1,436) | 0 | |
Total comprehensive loss | (1,111,233) | (55,767) | (44,317) | (6,796) | (119,754) | (96,452) | (58,040) | |||
Less: comprehensive gain attributable to noncontrolling interests | 4,290 | (1,798) | 110 | 0 | 11,226 | (1,436) | 0 | |||
Total comprehensive loss attributable to The Beneficient Company Group, L.P. | (1,115,523) | (53,969) | $ (44,427) | $ (6,796) | $ (130,980) | $ (95,016) | $ (58,040) | |||
Earnings Per Share [Abstract] | ||||||||||
Net loss per common unit attributable to common unitholders- basic (in dollars per share) | $ (0.66) | $ (0.14) | $ (1.94) | $ (1.84) | $ (1.27) | |||||
Net loss per common unit attributable to common unitholders- diluted (in dollars per share) | $ (0.66) | $ (0.14) | $ (1.94) | $ (1.84) | $ (1.27) | |||||
Weighted Average Number of Shares Outstanding [Abstract] | ||||||||||
Weighted average common units outstanding - basic (in shares) | 67,486,168 | 48,205,800 | 67,486,168 | 51,534,365 | 45,807,648 | |||||
Weighted average common units outstanding - diluted (in shares) | 67,486,168 | 48,205,800 | 67,486,168 | 51,534,365 | 45,807,648 | |||||
Loss on extinguishment of debt, related parties | $ 0 | $ 0 | $ (34,013) | $ 0 | ||||||
Loss before income taxes | (105,133) | (47,413) | ||||||||
Common Class A | ||||||||||
Operating expenses | ||||||||||
Net loss attributable to The Beneficient Company Group, L.P. common unitholders | $ (1,013,454) | $ (48,786) | ||||||||
Earnings Per Share [Abstract] | ||||||||||
Net loss per common unit attributable to common unitholders- basic (in dollars per share) | $ (5.5) | [3] | $ (0.27) | [3] | $ (0.27) | |||||
Net loss per common unit attributable to common unitholders- diluted (in dollars per share) | $ (5.5) | [3] | $ (0.27) | [3] | (0.27) | |||||
Weighted Average Number of Shares Outstanding [Abstract] | ||||||||||
Weighted average common units outstanding - basic (in shares) | [3] | 184,160,036 | 180,178,268 | |||||||
Weighted average common units outstanding - diluted (in shares) | [3] | 184,160,036 | 180,178,268 | |||||||
Common Class B | ||||||||||
Operating expenses | ||||||||||
Net loss attributable to The Beneficient Company Group, L.P. common unitholders | $ (102,069) | $ (5,183) | ||||||||
Earnings Per Share [Abstract] | ||||||||||
Net loss per common unit attributable to common unitholders- basic (in dollars per share) | $ (5.33) | [3] | $ (0.27) | [3] | (0.27) | |||||
Net loss per common unit attributable to common unitholders- diluted (in dollars per share) | $ (5.33) | [3] | $ (0.27) | [3] | $ (0.27) | |||||
Weighted Average Number of Shares Outstanding [Abstract] | ||||||||||
Weighted average common units outstanding - basic (in shares) | [3] | 19,140,451 | 19,140,451 | |||||||
Weighted average common units outstanding - diluted (in shares) | [3] | 19,140,451 | 19,140,451 | |||||||
Related Party | ||||||||||
Revenues | ||||||||||
Investment income (loss), net | 0 | 88,514 | ||||||||
Loss on financial instruments, net | $ (3,566) | $ (14,805) | $ (56,011) | $ 0 | (63,536) | (37,012) | (22,913) | |||
Interest income | 0 | 1,777 | 0 | 7,110 | 1,777 | |||||
Trust services and administration revenues | 8 | 8 | 8 | 8 | 30 | 30 | 30 | |||
Operating expenses | ||||||||||
Interest expense | 732 | 609 | 514 | 6,651 | 2,797 | 25,307 | 30,171 | |||
Other expenses | 2,116 | 2,198 | 2,297 | 576 | 8,704 | 4,105 | 3,763 | |||
Weighted Average Number of Shares Outstanding [Abstract] | ||||||||||
Loss on extinguishment of debt, related parties | (34,013) | 0 | ||||||||
Non Related Parties [Member] | ||||||||||
Revenues | ||||||||||
Loss on financial instruments, net | (56,011) | (2,180) | (51,421) | 31,837 | (30,670) | |||||
Interest income | 73 | 1,937 | 412 | 7,398 | 2,082 | |||||
Trust services and administration revenues | 129 | 516 | 30 | 540 | 30 | |||||
Operating expenses | ||||||||||
Interest expense | 2,110 | 7,184 | 15,471 | 27,457 | 32,551 | |||||
Other expenses | 6,149 | 2,568 | 28,269 | 13,895 | 7,564 | |||||
Nonrelated Party | ||||||||||
Revenues | ||||||||||
Loss on financial instruments, net | (3,461) | (12,020) | ||||||||
Trust services and administration revenues | 102 | 8 | ||||||||
Operating expenses | ||||||||||
Interest expense | 3,784 | 3,619 | ||||||||
Other expenses | 6,942 | 7,076 | ||||||||
Variable Interest Entity, Primary Beneficiary | ||||||||||
Operating expenses | ||||||||||
Less: Net loss attributable to noncontrolling interests | 13,866 | 28,711 | 55,229 | 12,832 | 117,861 | 30,513 | (47,582) | |||
Consolidated Entity, Excluding Consolidated VIE | ||||||||||
Operating expenses | ||||||||||
Less: Net loss attributable to noncontrolling interests | $ 30,686 | $ 7,536 | $ 5,038 | $ 3,336 | $ 19,081 | $ 12,870 | $ 40,414 | |||
[1]Retroactively adjusted March 31, 2023 for de-SPAC merger transaction as described in Note 4.[2]Retroactively adjusted March 31, 2022 and three months ended June 30, 2022 for de-SPAC merger transaction as described in Note 4.[3]Retroactively adjusted the three months ended June 30, 2022 for the de-SPAC |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss on financial instruments, net | $ (3,461) | $ (12,020) | $ (56,011) | $ (2,180) | $ (51,421) | $ 31,837 | $ (30,670) |
Trust services and administration revenues | 102 | 0 | 0 | 20,300 | 19,400 | ||
Interest expense | 3,784 | 3,619 | 2,110 | 15,471 | 27,457 | 32,551 | |
Other expenses | 6,942 | 7,076 | 6,149 | 28,269 | 13,895 | 7,564 | |
Investment income (loss), net | 500 | (25,117) | (10,811) | 2,091 | (54,010) | 15,534 | 132,620 |
Interest income | 116 | 85 | 73 | 412 | 7,398 | 2,082 | |
Related Parties [Member] | |||||||
Loss on financial instruments, net | (3,566) | (14,805) | (56,011) | 0 | (63,536) | (37,012) | (22,913) |
Trust services and administration revenues | 8 | 8 | 8 | 8 | 30 | 30 | 30 |
Interest expense | 732 | 609 | 514 | 6,651 | 2,797 | 25,307 | 30,171 |
Other expenses | $ 2,116 | $ 2,198 | 2,297 | 576 | 8,704 | 4,105 | 3,763 |
Investment income (loss), net | 0 | 88,514 | |||||
Interest income | $ 0 | $ 1,777 | $ 0 | $ 7,110 | $ 1,777 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Previously Reported [Member] | Common Class A | Common Class B | Class S Ordinary | De-SPAC Transaction | [2] | Post De-SPAC Transaction | [2] | Post De-SPAC Transaction Common Class A | Settlement of Liability Assumed at De-SPAC | [2] | Settlement of Liability Assumed at De-SPAC Common Class A | Series A Preferred Stock | Series A Preferred Stock Series A Preferred Stock | Series A Preferred Stock De-SPAC Transaction | Class A and B Common Stock Common Class A | Class A and B Common Stock Common Class B | Class A and B Common Stock Series A Preferred Stock | Class A and B Common Stock Class S Ordinary | Class A and B Common Stock De-SPAC Transaction Common Class A | Class A and B Common Stock Post De-SPAC Transaction Common Class A | Class A and B Common Stock Settlement of Liability Assumed at De-SPAC Common Class A | APIC | APIC Previously Reported [Member] | [1] | APIC Series A Preferred Stock | [2] | APIC Class S Ordinary | [2] | APIC De-SPAC Transaction | [2] | APIC Post De-SPAC Transaction | [2] | APIC Settlement of Liability Assumed at De-SPAC | [2] | Accumulated Deficit | Stock Receivable | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Noncontrolling interests (Note 10) | Noncontrolling interests (Note 10) Previously Reported [Member] | Noncontrolling interests (Note 10) Class S Ordinary | Noncontrolling interests (Note 10) Post De-SPAC Transaction | [2] | Redeemable noncontrolling interests | Class A common stock, par value $0.001 per share | Redeemable Preferred Series B | ||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 44,147 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 676,493 | $ 0 | $ 0 | $ 112,527 | $ 85,448 | $ 563,966 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (14,995) | 43,045 | (58,040) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recognition of share-based compensation cost | 107,808 | 107,808 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of employee payroll taxes on restricted equity units | (1,522) | (1,522) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noncash issuance of noncontrolling interest and redeemable preferred equity | 5,978 | 5,978 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclass of distributions payable to noncontrolling interest holder | (737) | (737) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-cash dividend to related party | (2,931) | (2,931) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based awards to related party employees | 2,931 | $ 2,931 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized gain on investments in available-for-sale debt securities | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 48,206 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | 986,348 | (3,444) | 0 | 364,844 | 78,245 | $ 624,948 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Forfeiture of vested share-based compensation | (36,267) | $ (36,267) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common units in treasury (in shares) | (544,000) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common units in treasury | (3,444) | (3,444) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of option (in shares) | 4,603,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of option | 57,456 | $ 57,456 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash contribution for BCH Preferred Series C Unit Accounts | 130,200 | 130,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noncash issuance of BCH Preferred Series C Unit Accounts | 313 | 313 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note exchange for BCH Preferred Series C Unit Accounts | 65,065 | 70,285 | (915) | (5,220) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustment for change in ownership interest | 0 | 3,233 | (567) | (3,233) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance, noncontrolling interests at Dec. 31, 2019 | $ 1,588,604 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss), temporary equity | (35,877) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, noncontrolling interests at Dec. 31, 2020 | 1,547,135 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tax distribution to noncontrolling interest | (5,592) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (20,039) | (13,243) | (6,796) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recognition of share-based compensation cost | 5,007 | 5,007 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of employee payroll taxes on restricted equity units | (1,228) | (1,190) | (38) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noncash issuance of noncontrolling interest and redeemable preferred equity | 374 | 374 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclass of distributions payable to noncontrolling interest holder | (621) | (621) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-cash dividend to related party | 205 | 205 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based awards to related party employees | (205) | $ (205) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized gain on investments in available-for-sale debt securities | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 48,206 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2021 | 984,887 | (3,444) | 0 | 365,210 | $ 623,121 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash contribution for BCH Preferred Series C Unit Accounts | 14,800 | 14,800 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noncash issuance of BCH Preferred Series C Unit Accounts | 246 | 246 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss), temporary equity | (2,925) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, noncontrolling interests at Mar. 31, 2021 | 1,544,210 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 48,206 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 986,348 | (3,444) | 0 | 364,844 | 78,245 | $ 624,948 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (96,865) | (33,851) | (63,014) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recognition of share-based compensation cost | 23,153 | 23,153 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of employee payroll taxes on restricted equity units | (1,465) | (1,190) | (595) | $ (275) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement of commercial loan agreement for common units (in shares) | 19,251,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Units issued | 207,390 | $ 207,390 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noncash issuance of noncontrolling interest and redeemable preferred equity | 9,189 | 9,189 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclass of distributions payable to noncontrolling interest holder | (1,539) | (1,539) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-cash dividend to related party | (830) | (830) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend upon issuance for GAAP to tax basis true-up | 9,247 | 9,247 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based awards to related party employees | 830 | $ 830 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized gain on investments in available-for-sale debt securities | (1,436) | (1,436) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 67,486 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | 1,092,996 | (3,444) | (1,436) | 337,676 | 73,579 | $ 760,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recognition of share-based compensation cost (in shares) | 29,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash contribution for BCH Preferred Series C Unit Accounts | 14,800 | 14,800 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noncash issuance of BCH Preferred Series C Unit Accounts | 246 | 246 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption of BCH Preferred Series C Unit Accounts | (14,800) | (14,800) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclass of allocated income for FLP Subclass 3 to payable | (23) | (23) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend for extinguishment of redeemable noncontrolling interest and preferred equity | (32,002) | (14,200) | $ (32,002) | 46,202 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance, noncontrolling interests at Dec. 31, 2020 | 1,547,135 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss), temporary equity | (8,268) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend upon issuance for U. S. GAAP to tax basis true-up | 9,247 | 9,247 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | (2,200) | (2,239) | 2,239 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual | (1,300) | (1,264) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, noncontrolling interests at Dec. 31, 2021 | 1,195,812 | 713,366 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noncash issuance of noncontrolling interest and redeemable preferred equity | 343,798 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange of BCH Preferred Series A.1 Unit Accounts for BCG Preferred Series B.2 Unit Accounts | (312,312) | 312,312 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Put option liability on grant of BCH Preferred A.1 | (3,800) | (3,793) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity issuance costs | (432) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (103,404) | (58,977) | (44,427) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recognition of share-based compensation cost | 2,828 | 2,828 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of employee payroll taxes on restricted equity units | (33) | (33) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclass of distributions payable to noncontrolling interest holder | (811) | (811) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-cash dividend to related party | (120) | (120) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based awards to related party employees | 120 | $ 120 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized gain on investments in available-for-sale debt securities | $ 110 | 110 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, preferred (in shares) at Mar. 31, 2022 | [1] | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 67,486,000 | 180,178 | [1] | 19,140 | [1] | 67,486,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2022 | $ 991,686 | $ 0 | [1] | $ 180 | [1] | $ 19 | [1] | $ 1,634,019 | [1] | $ 0 | [1] | (3,444) | [1] | (1,326) | [1] | 277,888 | [1] | 69,831 | 992,238 | [1] | $ 718,568 | |||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2022 | 1,907,336 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss), temporary equity | 2,498 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | (8,424) | 8,424 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual | (3,800) | (3,788) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, noncontrolling interests at Mar. 31, 2022 | 1,907,888 | 1,186,098 | 721,790 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | [1] | (88,713) | (53,969) | (34,744) | 2,365 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recognition of share-based compensation cost | [1] | 3,507 | 3,507 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of employee payroll taxes on restricted equity units | (992) | [1] | (73) | [1] | (919) | [1] | (459) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noncash issuance of noncontrolling interest and redeemable preferred equity | $ 11,973 | [1] | $ 11,674 | 299 | $ 299 | [1] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclass of distributions payable to noncontrolling interest holder | [1] | (543) | (543) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of noncontrolling interest | [1] | 2,430 | 2,430 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend upon issuance for GAAP to tax basis true-up | [1] | 314 | 314 | (314) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized gain on investments in available-for-sale debt securities | [1] | (1,798) | (1,798) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity issuance costs | [1] | (15) | (15) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, preferred (in shares) at Jun. 30, 2022 | [1] | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | [1] | 180,178 | 19,140 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | 1,842,649 | [1] | $ 0 | [1] | $ 180 | [1] | $ 19 | [1] | 1,604,607 | [1] | 0 | [1] | (3,444) | [1] | (3,124) | [1] | 244,411 | [1] | 63,329 | 981,271 | [1] | |||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend upon issuance for U. S. GAAP to tax basis true-up | [1] | 314 | 314 | (314) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | [1] | 9,150 | 9,150 | (9,150) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual | $ (3,900) | (3,868) | [1] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance, preferred (in shares) at Mar. 31, 2022 | [1] | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 67,486,000 | 180,178 | [1] | 19,140 | [1] | 67,486,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2022 | $ 991,686 | $ 0 | [1] | $ 180 | [1] | $ 19 | [1] | 1,634,019 | [1] | 0 | [1] | (3,444) | [1] | (1,326) | [1] | 277,888 | [1] | 69,831 | 992,238 | [1] | $ 718,568 | |||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2022 | 1,907,336 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (263,624) | (132,644) | (130,980) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recognition of share-based compensation cost | 10,085 | 10,085 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of employee payroll taxes on restricted equity units | (1,125) | (919) | (459) | (206) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Units issued | 20,100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noncash issuance of noncontrolling interest and redeemable preferred equity | 299 | 299 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclass of distributions payable to noncontrolling interest holder | (1,719) | (1,719) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of noncontrolling interest | 2,430 | 2,430 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-cash dividend to related party | (147) | (147) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend upon issuance for GAAP to tax basis true-up | (314) | 314 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based awards to related party employees | 147 | $ 147 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized gain on investments in available-for-sale debt securities | $ 11,226 | 11,226 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption of BCG Preferred Series B.2 Unit Accounts | (4,637) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, preferred (in shares) at Mar. 31, 2023 | 0 | 5,800,000 | 0 | [2] | 180,178 | [2] | 19,140 | [2] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 67,486,000 | 179,634,000 | 19,140,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2023 | $ 1,728,413 | [2],[3] | 748,194 | $ 0 | [2] | $ 180 | [2] | $ 19 | [2] | 1,579,545 | [2] | 0 | [2] | $ 0 | [2] | (3,444) | [2] | 9,900 | [2] | 142,213 | [2] | $ 142,214 | 52,560 | 950,493 | [2] | |||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 67,486,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2023 | 748,194 | (3,444) | 9,900 | 142,214 | 1,144,353 | $ 599,524 | 786,359 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase of noncontrolling interest | (131) | (131) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclass of allocated income for FLP Subclass 3 to payable | (933) | (933) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Annual reallocation of FLP | (2,057) | (941) | $ 2,057 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance, noncontrolling interests at Mar. 31, 2022 | 1,907,888 | 1,186,098 | 721,790 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss), temporary equity | 11,524 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend upon issuance for U. S. GAAP to tax basis true-up | (314) | 314 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | (37,100) | (37,133) | 37,133 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual | (15,800) | (15,822) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, noncontrolling interests at Mar. 31, 2023 | 950,493 | [3] | $ 1,930,712 | 1,144,353 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noncash issuance of noncontrolling interest and redeemable preferred equity | 11,674 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange of BCH Preferred Series A.1 Unit Accounts for BCG Preferred Series B.2 Unit Accounts | (1,100) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity issuance costs | (15) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption of BCG Preferred Series B.2 Unit Accounts | $ (4,637) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | [2] | (1,160,075) | (36,432) | (1,079,091) | (44,552) | 4,105 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recognition of share-based compensation cost | [2] | 27,001 | 27,001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of employee payroll taxes on restricted equity units | [2] | (84) | (84) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement of commercial loan agreement for common units (in shares) | [2] | 2,749 | 7,972 | 530 | 275 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Units issued | $ (4,290) | $ 5,286 | $ 5,300 | $ 2,745 | $ 2,700 | $ 3 | [2] | $ 8 | [2] | $ 1 | [2] | $ (4,301) | $ 5,152 | $ 2,745 | $ 133 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock (in shares) | [2] | (2,749) | 688 | 404 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock | $ (3) | [2] | $ 1 | [2] | $ 2 | $ 3,884 | (3,884) | (3,884) | [2] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclass of distributions payable to noncontrolling interest holder | [2] | (329) | (329) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-cash dividend to related party | [2] | (110) | (110) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based awards to related party employees | [2] | 110 | 110 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized gain on investments in available-for-sale debt securities | [2] | 4,290 | 4,290 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption of BCG Preferred Series B.2 Unit Accounts | [2] | (1,413) | (1,413) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock receivable on prepaid forward purchase | [2] | (20,038) | (20,038) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclass of BCH Preferred A.1 from temporary to permanent equity | [2] | $ 699,441 | 699,441 | (699,441) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, preferred (in shares) at Jun. 30, 2023 | 0 | 0 | [2] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 189,503,000 | 19,140,000 | 190,047 | [2] | 19,140 | [2] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2023 | $ 1,280,947 | [2] | $ 0 | [2] | $ 190 | [2] | $ 19 | [2] | 1,583,041 | [2] | $ (1,079,091) | [2] | $ (20,038) | [2] | $ (3,444) | [2] | $ 14,190 | [2] | 786,080 | [2] | $ 19,311 | 251,052 | [2] | |||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | [2] | 6,942 | $ (6,942) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual | (4,100) | $ (4,105) | [2] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, noncontrolling interests at Jun. 30, 2023 | 251,052 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange of BCH Preferred Series A.1 Unit Accounts for BCG Preferred Series B.2 Unit Accounts | $ (3,900) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption of BCG Preferred Series B.2 Unit Accounts | [2] | $ (1,413) | $ (1,413) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[1]Retroactively adjusted March 31, 2022 and three months ended June 30, 2022 for de-SPAC merger transaction as described in Note 4.[2]Retroactively adjusted March 31, 2023 for de-SPAC merger transaction as described in Note 4.[3]Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. Such adjustments are unaudited. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||||
Net loss | $ (1,155,970) | $ (86,348) | $ (100,906) | $ (22,964) | $ (252,100) | $ (105,133) | $ (50,872) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization | 931 | 777 | 612 | 512 | 3,606 | 1,990 | 1,055 |
Net amortization of debt premium and discount | (1,098) | 2,616 | (4,478) | 8,837 | 9,392 | ||
Loss on impairment of goodwill | 1,096,305 | 0 | |||||
(Gain) loss on financial instruments, net | 3,461 | 12,020 | 56,011 | 2,180 | 51,421 | (31,837) | 30,670 |
Return on investments in alternative assets held by Customer ExAlt Trusts | 0 | 45 | 173 | 551 | 12,409 | 8,745 | 3,683 |
Investment (income) loss, net | (500) | 25,117 | 10,811 | (2,091) | 54,010 | (15,534) | (132,620) |
Non cash interest expense | 899 | 1,796 | 11,223 | 13,188 | 11,045 | ||
Non cash interest income | (108) | (82) | (73) | (67) | (359) | (881) | (875) |
Non cash share-based compensation | 27,001 | 3,507 | 2,828 | 5,007 | 10,085 | 23,153 | 107,808 |
Provision for credit losses | 0 | 18,790 | 9,383 | 0 | 20,580 | 18,755 | 0 |
Provision for deferred taxes | 0 | 397 | 1,072 | (273) | (1,072) | 0 | 3,459 |
Changes in assets and liabilities: | |||||||
Changes in other assets | (1,102) | (11,408) | 10,021 | 256 | (13,013) | (16,992) | (2,258) |
Changes in accounts payable and accrued expenses | 12,031 | (1,622) | (1,002) | (5,198) | 11,236 | 5,194 | 1,977 |
Changes in other liabilities and deferred revenue | 256 | 39 | (63) | (45) | (319) | (501) | (207) |
Loss on extinguishment of debt, related parties | 0 | 0 | 34,013 | 0 | |||
Non cash forfeiture of vested share-based compensation | 0 | (36,267) | |||||
Write-off of deferred financing costs for equity and fixed assets | 0 | 0 | 1,653 | ||||
Net cash used in operating activities | (13,910) | (37,080) | (11,332) | (17,720) | (95,118) | (57,003) | (54,010) |
Cash flows from investing activities: | |||||||
Return of investments in alternative assets held by Customer ExAlt Trusts | 12,005 | 19,309 | 13,280 | 9,476 | 72,551 | 51,403 | 20,394 |
Purchase of investments in alternative assets held by Customer ExAlt Trusts | (256) | (948) | |||||
Purchase of premises and equipment | (523) | (338) | (975) | (720) | (2,077) | (4,203) | (3,221) |
Purchase of put options | 0 | (7,451) | 0 | 0 | (7,451) | 0 | (14,775) |
Purchase of investments in alternative assets held by Customer ExAlt Trusts | 0 | (4,452) | (2,589) | (4,452) | (8,378) | ||
Proceeds from sale of public equity securities held by Customer ExAlt Trusts | 0 | 0 | 2,583 | ||||
Proceeds from sale of put options held by Ben | 1,843 | 0 | |||||
Purchase of debt securities of related party | (815) | 0 | 0 | ||||
Net cash provided by investing activities | 11,226 | 10,572 | 11,490 | 4,304 | 63,017 | 44,591 | (5,980) |
Cash flows from financing activities: | |||||||
Payments on Customer ExAlt Trust loan payable | (3,056) | (4,791) | (3,822) | 0 | (17,907) | ||
Payment of deferred financing costs for equity | (3,153) | (785) | 0 | (185) | (6,116) | (517) | (633) |
Payment of employee income taxes on restricted equity units | (84) | (992) | (33) | (1,228) | (1,125) | (1,464) | (1,554) |
Proceeds from de-SPAC merger | 24,761 | 0 | |||||
Payment for prepaid forward purchase agreement | (20,038) | 0 | |||||
Proceeds from Customer ExAlt Trust loan payable | 72,500 | 0 | 0 | ||||
Issuance of BCH Preferred Series C Unit Accounts to related party | 0 | 14,800 | 0 | 14,800 | 130,200 | ||
Payment of deferred financing costs for debt | 0 | 0 | (8,628) | (100) | 0 | (1,114) | (3,207) |
Purchase of noncontrolling interest | 0 | 0 | (131) | 0 | (5,592) | ||
Proceeds from borrowings on debt due to related parties | 17,950 | 0 | |||||
Payments on debt due to related parties | (4,391) | 0 | (750) | 0 | (75,356) | ||
Net cash (used in) provided by financing activities | (2,983) | (10,361) | 55,626 | 13,287 | (34,459) | 14,855 | 43,858 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (5,667) | (36,869) | 55,784 | (129) | (66,560) | 2,443 | (16,132) |
Cash, cash equivalents, and restricted cash at beginning of period | 9,545 | 76,105 | 20,321 | 17,878 | 76,105 | 17,878 | 34,010 |
Cash, cash equivalents, and restricted cash at end of period | 3,878 | 39,236 | 76,105 | 17,749 | 9,545 | 20,321 | 17,878 |
Nonrelated Party | |||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Net amortization of debt premium and discount | (1,287) | (1,065) | |||||
(Gain) loss on financial instruments, net | 3,461 | 12,020 | |||||
Non cash interest expense | 5,072 | 2,753 | |||||
Preferred Series B Subclass 2 | |||||||
Cash flows from financing activities: | |||||||
Redemption of Preferred Unit Accounts | (1,413) | 0 | 0 | 0 | (4,637) | ||
Preferred Series A Subclass 1 | |||||||
Cash flows from financing activities: | |||||||
Redemption of Preferred Unit Accounts | $ 0 | $ (3,793) | $ 0 | $ 0 | $ (3,793) | ||
Preferred Series C | |||||||
Cash flows from financing activities: | |||||||
Redemption of Preferred Unit Accounts | $ (14,800) | $ 0 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net amortization of debt premium and discount | $ (1,098) | $ 2,616 | $ (4,478) | $ 8,837 | $ 9,392 | ||
Loss on financial instruments | $ (3,461) | $ (12,020) | (56,011) | (2,180) | (51,421) | 31,837 | (30,670) |
Non cash interest expense | 899 | 1,796 | 11,223 | 13,188 | 11,045 | ||
Investment (income) loss, net | (500) | 25,117 | 10,811 | (2,091) | 54,010 | (15,534) | (132,620) |
Related Party | |||||||
Net amortization of debt premium and discount | (1,556) | (1,528) | |||||
Loss on financial instruments | (3,566) | (14,805) | |||||
Non cash interest expense | $ 2,314 | $ 209 | |||||
Related Party | |||||||
Net amortization of debt premium and discount | 1,972 | 2,616 | 6,154 | 8,837 | 9,392 | ||
Loss on financial instruments | 56,011 | 0 | 63,536 | 37,012 | 22,913 | ||
Non cash interest expense | $ 199 | $ 1,287 | $ 324 | 11,134 | 8,757 | ||
Investment (income) loss, net | $ 0 | $ (88,514) |
Overview of the Business
Overview of the Business | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Overview of the Business | 1. Overview of the Business Legal Structure Beneficient, a Nevada corporation, is a technology-enabled financial services holding company (including its subsidiaries, but excluding its Non-Controlling end-to-end On June 6, 2023, the Company converted from a Delaware limited partnership to a Nevada corporation and changed its corporate name from “The Beneficient Company Group, L.P.” (“BCG”) to “Beneficient” (the “Conversion”). On June 6, 2023, following the BCG Recapitalization and the Conversion, the Company, as the sole member of Beneficient Company Group, L.L.C. (“Ben LLC”), adopted the First Amended and Restated Limited Liability Company Agreement of Ben LLC (the “Ben LLC A&R LLCA”). The Ben LLC A&R LLCA establishes managing member interests and non-managing On June 7, 2023, in accordance with the Business Combination Agreement, dated September 21, 2022 and amended April 18, 2023, with Avalon Acquisition, Inc. (“Avalon”), (the “Business Combination Agreement,” and the transactions contemplated thereby, collectively, the “Business Combination”), the Company completed its previously announced de-SPAC BCH is a Delaware limited partnership formed on July 1, 2010. BCH is primarily a holding company that directly or indirectly receives all active and passive income of the Company and allocates that income among the partnership interests issued by BCH. As of June 30, 2023, BCH has issued and outstanding general partnership Subclass 1 Class A Units, Class S Ordinary Units, Class S Preferred Units, FLP Unit Accounts (Subclass 1, Subclass 2, and Subclass 3), Preferred Series A Subclass 0 Unit Accounts (“BCH Preferred A.0”), Preferred Series A Subclass 1 Unit Accounts (“BCH Preferred A.1”), and Preferred Series C Subclass 1 Unit Accounts (“BCH Preferred C.1”), although the BCH Preferred C-1 Business Overview Ben markets an array of liquidity, trustee, and trust administration products and services to alternative asset investors primarily comprised of mid-to-high small-to-midsize trusts collectively as the “Customer ExAlt Trusts).” We plan to offer comprehensive alternative asset trust and custody services, and novel insurance products covering risks attendant to owning, managing and transferring alternative assets, and additional broker-dealer services in connection with our liquidity products and services. Ben’s primary operations, which commenced on September 1, 2017, relate to its liquidity and trust administration products and services. Ben offers or plans to offer its products and services through its operating subsidiaries, which include: (i) Ben AltAccess, L.L.C., a Delaware limited liability company (“Ben AltAccess”), which offers an online platform designed to provide a digital experience for Customers seeking liquidity, custody, trust and data services for their alternative assets, (ii) Ben Liquidity, L.L.C., a Delaware limited liability company, and its subsidiaries (collectively, “Ben Liquidity”), which offers liquidity products; (iii) Ben Custody, L.L.C., a Delaware limited liability company, and its subsidiaries (collectively, “Ben Custody”), which provides services for private fund, trustee, and trust administration; (iv) Ben Data, L.L.C., a Delaware limited liability company (“Ben Data”), which provides data analytics and evaluation services, (v) Ben Markets L.L.C., including its subsidiaries (“Ben Markets”), was recently launched and intends to provide broker-dealer services and transfer agency services in connection with offering Ben’s products and services; and (vi) Ben Insurance, L.L.C., including its subsidiaries (“Ben Insurance Services”), which intends to offer insurance products and services covering risks attendant to owning, managing and transferring alternative assets. Ben serves as trustee of certain of the Customer ExAlt Trusts, which operate for the benefit of the Charities (defined below) and Economic Growth Zones (defined below). Ben Liquidity offers simple, rapid and cost-effective liquidity products to its Customers through the use of the Customer ExAlt Trusts, which facilitate the exchange of a Customer’s alternative assets for consideration using a proprietary financing and trust structure (such structure and related process, the “ExAlt Plan TM TM Under the applicable trust and other agreements, certain Texas and Kansas charities are the ultimate beneficiaries of the Customer ExAlt Trusts (which we refer to as “Charities” or “Economic Growth Zones” respectively, and collectively, the “Charitable Beneficiaries”), and their interests are reported as noncontrolling interests in our consolidated financial statements. The TEFFI Act requires that two and a half percent (2.5%) of the cash distributions from alternative assets serving as collateral to Ben Liquidity loans be charitably contributed by certain of the ExAlt Trusts to a designated Kansas Economic Growth Zone. Accordingly, for ExAlt Loans originated on or after December 7, 2021, Economic Growth Zones are paid $0.025 for every $1.00 earned on ownership of exchanged alternative assets. For ExAlt Loans originated prior to December 7, 2021, in accordance with the terms of the applicable trust and other agreements, the Charitable Beneficiaries of the Customer ExAlt Trusts formed prior to such date, are paid $0.05 for every $0.95 paid to the applicable ExAlt Loan lender. Ben Custody currently provides full-service trust and custody administration services to the trustees (including BFF) of certain of the Customer ExAlt Trusts, which own the exchanged alternative assets following liquidity transactions in exchange for fees payable quarterly. The Customer ExAlt Trusts’ earnings on its alternative assets supports the repayment of the ExAlt Loans plus any related interest and fees. Since Ben consolidates the Customer ExAlt Trusts, Ben Liquidity’s ExAlt Loans and related interest and fee income and provision for credit losses and Ben Custody’s fee income are eliminated in the presentation of our consolidated financial statements solely for financial reporting purposes; however, such amounts directly impact the allocation of income (loss) to Ben’s or BCH’s equity holders. Likewise, the amounts expensed by the Customer ExAlt Trusts for interest and fees owed to Ben’s operating subsidiaries are eliminated in the presentation of our consolidated financial statements, but are recognized for purposes of the allocation of income (loss) to the beneficial owners of the Customer ExAlt Trusts. Refer to Note 3 for additional information. As discussed further in Note 3, certain of our operating subsidiary products and services involve or are offered to certain of the Customer ExAlt Trusts, which are consolidated subsidiaries of Ben solely for financial reporting purposes, and therefore transactions between our operating subsidiaries and the Customer ExAlt Trusts are eliminated in the presentation of our consolidated financial statements. Liquidity and Going Concern As of June 30, 2023, we had unrestricted cash and cash equivalents of $3.1 million. We generated net losses totaling $1.2 billion and $86.3 million for the three months ended June 30, 2023 and 2022, respectively. As of July 31, 2023, we had unrestricted cash and cash equivalents of approximately $4.4 million. We expect to satisfy our obligations and fund our operations through anticipated operating cash flows, proceeds on ExAlt Loan payments and fee income derived from distributions on investments held by the Customer ExAlt Trusts or other investments held by Ben, potentially refinancing some or all of the existing borrowings due prior to their maturity, with either our current lender or other lenders, and through the implementation of measures designed to reduce corporate overhead, including through the use of furloughs, potential workforce reductions and other expense reductions. We also intend to raise capital through equity or debt investments by third parties. On June 27, 2023, we entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), whereby we have the right, but not the obligation, to sell to Yorkville up to $250.0 million of shares of the Company’s common stock. Ben may not be able to refinance our indebtedness or obtain additional financing on terms favorable to the Company, or at all. To the extent that Ben or its subsidiaries raise additional capital through the future sale of equity or debt, the ownership interest of our existing equity holders may be diluted. The terms of these future equity or debt securities may include liquidation or other preferences that adversely affect the rights of our existing equity unitholders or involve negative covenants that restrict Ben’s ability to take specific actions, such as incurring additional debt or making additional investments in growing the operations of the Company. If Ben defaults on these borrowings, then the Company will be required to either i) sell participation or other interests in our loans or other of our assets or ii) to raise additional capital through the sale of equity and the ownership interest of our equity holders may be diluted. Based on projections of growth in revenue and net income in the coming quarters, the expected additional investments into Ben by third parties, potentially refinancing certain existing borrowings with either our current lender or other lenders, the additional financing source from the SEPA, and expected proceeds from our debt and equity offerings, we believe that we will have sufficient cash resources to finance our operations, satisfy other obligations, and to fund expected lending transactions within one year after the date that the unaudited interim consolidated financial statements are issued. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern for a reasonable period of time. | 1. Overview of the Business Legal Structure Beneficient, a Nevada corporation (formerly known as The Beneficient Company Group, L.P. (“BCG”), a Delaware limited partnership), is a technology-enabled financial services holding company (including its subsidiaries, but excluding its Non-Controlling end-to-end BCH is a Delaware limited partnership formed on July 1, 2010. BCH is primarily a holding company that directly or indirectly receives all active and passive income of the Company and allocates that income among the partnership interests issued by BCH. As of March 31, 2023, BCH has issued general partnership Subclass 1 Class A Units, Class S Ordinary Units, Class S Preferred Units, FLP Unit Accounts (Subclass 1, Subclass 2, and Subclass 3), Preferred Series A Subclass 0 Unit Accounts (“BCH Preferred A.0”), Preferred Series A Subclass 1 Unit Accounts (“BCH Preferred A.1”), Preferred Series B Subclass 2 Unit Accounts (“BCH Preferred B.2”), and Preferred Series C Subclass 1 Unit Accounts (“BCH Preferred C.1”). Business Combination and Registration Statement On September 21, 2022, we entered into a Business Combination Agreement (as amended on April 18, 2023, and as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement,” and the transactions contemplated thereby, collectively, the “Business Combination”) with Avalon Acquisition Inc. (“Avalon”), a publicly traded special purpose acquisition company. BCG initially filed a Registration Statement on Form S-4, On June 6, 2023, the Company converted from a Delaware limited partnership to a Nevada corporation and changed its corporate name from “The Beneficient Company Group, L.P.” to “Beneficient” (the “Conversion”). On June 7, 2023, in accordance with the Business Combination Agreement, the Company completed its previously announced de-SPAC The Transaction is a capital transaction in substance and not a business combination under ASC 805, Business Combinations assets recorded. The equity and net loss per unit attributable to common equity holders of the Company, prior to the closing, will be retroactively restated as shares reflecting the common unit conversion ratio. At closing, $27.9 million of cash remained in the trust account of Avalon. There were $26.1 million in transaction expenses, $20.0 million of which represented the Reserve Amount under the Forward Purchase Agreement, that were either paid by Avalon prior to closing or offset against proceeds received by the Company at closing, resulting in $1.8 million in net proceeds. Refer to Note 22 for additional information. Business Overview Ben markets an array of liquidity, trustee, and trust administration products and services to alternative asset investors primarily comprised of mid-to-high 5.0 30.0 small-to-midsize Ben’s primary operations, which commenced on September 1, 2017, relate to its liquidity and trust administration products and services. Ben offers or plans to offer its products and services through its operating subsidiaries, which include: (i) Ben AltAccess, L.L.C., a Delaware limited liability company (“Ben AltAccess”), which offers an online platform designed to provide a digital experience for Customers seeking liquidity, custody, trust and data services for their alternative assets, (ii) Ben Liquidity, L.L.C., a Delaware limited liability company, and its subsidiaries (collectively, “Ben Liquidity”), which offers liquidity products; (iii) Ben Custody, L.L.C., a Delaware limited liability company, and its subsidiaries (collectively, “Ben Custody”), which provides services for private fund, trustee, and trust administration; (iv) Ben Data, L.L.C., a Delaware limited liability company (“Ben Data”), which provides data analytics and evaluation services, (v) Ben Markets L.L.C., including its subsidiaries (“Ben Markets”), was recently launched and intends to provide broker-dealer services and transfer agency services in connection with offering Ben’s products and services; and (vi) Ben Insurance, L.L.C., including its subsidiaries (“Ben Insurance Services”), which intends to offer insurance products and services covering risks attendant to owning, managing and transferring alternative assets. Ben serves as trustee of certain of the Customer ExAlt Trusts, which operate for the benefit of the Charities (defined below) and Economic Growth Zones (defined below). Ben Liquidity offers simple, rapid and cost-effective liquidity products to its Customers through the use of the Customer ExAlt Trusts, which facilitate the exchange of a Customer’s alternative assets for consideration using a proprietary financing and trust structure (such structure and related process, the “ExAlt Plan ™ ”). In ExAlt Plan ™ financings, a subsidiary of Ben Liquidity, Beneficient Fiduciary Financial, L.L.C. (“BFF”), a Kansas based trust company that provides fiduciary financing to fidfin trusts, makes fiduciary loans (each, an “ExAlt Loan”) to certain of the Customer ExAlt Trusts, which in turn employ a portion of the loan proceeds to acquire and deliver agreed upon consideration to the Customer, in exchange for their alternative assets. BFF is registered as a chartered Kansas Technology Enabled Fiduciary Financial Institution (“TEFFI”) under the Technology-Enabled Fiduciary Financial Institution Act (the “TEFFI Act”) and regulated by the Kansas Office of the State Bank Commissioner (“OSBC”). Only BFF, our subsidiary, is regulated by the OSBC. The OSBC does not regulate the entirety of Ben. Ben Liquidity generates interest and fee income earned in connection with the ExAlt Loans, which are collateralized by a portion of the cash flows from the exchanged alternative assets, then owned by Customer ExAlt Trusts (the “Collateral”). The ExAlt Loans are eliminated upon consolidation of the Customer ExAlt Trusts solely for financial reporting purposes. Ben Custody currently provides full-service trust and custody administration services to the trustees (including BFF) of certain of the Customer ExAlt Trusts, which own the exchanged alternative assets following liquidity transactions in exchange for fees payable quarterly. The Customer ExAlt Trusts’ earnings on its alternative assets supports the repayment of the ExAlt Loans plus any related interest and fees. Since Ben consolidates the Customer ExAlt Trusts, Ben Liquidity’s ExAlt Loans and related interest and fee income and provision for loan losses and Ben Custody’s fee income are eliminated in the presentation of our consolidated financial statements solely for financial reporting purposes; however, such amounts directly impact the allocation of income (loss) to BCG’s or BCH’s equity holders. Likewise, the amounts expensed by the Customer ExAlt Trusts for interest and fees owed to Ben’s operating subsidiaries are eliminated in the presentation of our consolidated financial statements, but are recognized for purposes of the allocation of income (loss) to the beneficial owners of the Customer ExAlt Trusts. Refer to Note 3 for additional information. Under the applicable trust and other agreements, certain Texas and Kansas charities are the ultimate beneficiaries of the Customer ExAlt Trusts (which we refer to as “Charities” or “Economic Growth Zones” respectively, and collectively, the “Charitable Beneficiaries”), and their interests are reported as noncontrolling interests in our consolidated financial statements. The TEFFI Act requires that two and a half percent (2.5%) of the cash distributions from alternative assets serving as collateral to Ben Liquidity loans be charitably contributed by certain of the ExAlt Trusts to a designated Kansas Economic Growth Zone. Accordingly, for ExAlt Loans originated on or after December 7, 2021, Economic Growth Zones are paid $0.025 for every $1.00 earned on ownership of exchanged alternative assets. For ExAlt Loans originated prior to December 7, 2021, in accordance with the terms of the applicable trust and other agreements, the Charitable Beneficiaries of the Customer ExAlt Trusts formed prior to such date, are paid $0.05 for every $0.95 paid to the applicable ExAlt Loan lender. Ben’s existing and planned products and services are designed to be delivered digitally and provide liquidity, trust and custody solutions, data analytics and news, support the tax and estate planning objectives of its Customers, facilitate asset diversification and provide administrative management and reporting solutions tailored to the goals of investors of alternative investments. While Ben’s financial products and services are presently offered through Ben Liquidity and Ben Custody, Ben plans to expand its capabilities under Ben Custody and provide additional products and services through Ben Insurance Services and Ben Markets in the future. Ben Insurance Services, through two subsidiaries, PEN Indemnity Insurance Company, Ltd. (“Pen”), which has been chartered as a Bermuda based insurance company, and Beneficient Insurance Company, L.L.C. (“BIC”), an entity through which the Company has applied to become a Kansas captive property and casualty insurer, plans to offer to affiliated Customer ExAlt Trusts certain customized insurance products and services covering risks relating to owning, managing and transferring alternative assets. Ben Markets, through one of its subsidiaries, Ben Markets Management Holdings, L.P., received regulatory approval to acquire, and subsequently acquired, a captive registered broker-dealer, Beneficient Securities Company, L.P., an entity that will conduct its activities attendant to offering a suite of products and services from the Ben family of companies. Ben Markets, through another of its subsidiaries, Beneficient Transfer & Clearing Company, L.L.C., also received regulatory approval from the SEC on June 24, 2022 to operate as a registered transfer agent with respect to its securities, and intends to provide various services for customers transacting with Ben, including the Customer ExAlt Trusts. As discussed further in Note 3, certain of our operating subsidiary products and services involve or are offered to certain of the Customer ExAlt Trusts, which are consolidated subsidiaries of BCG solely for financial reporting purposes, and therefore transactions between our operating subsidiaries and the Customer ExAlt Trusts are eliminated in the presentation of our consolidated financial statements. Regulatory Developments Pen has been registered and licensed as a Class 3 insurer under the Bermuda Insurance Act of 1978, and Ben plans to seek approval from the Bermuda authorities for Pen to become operational. Pending approval from the Bermuda authorities, if approval is sought, Pen would write primary and re-insurance On March 28, 2022, a subsidiary of Ben Markets completed its 100% acquisition of MHT Securities, L.P. (“MHT Securities”), for $0.3 million. MHT Securities is an SEC-registered On December 9, 2022, BIC submitted an application, which remains under review by the Kansas Insurance Department, to become a Kansas captive property and casualty insurer. Liquidity and Going Concern As of March 31, 2023, we had unrestricted cash and cash equivalents of $8.7 million. For the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and December 31, 2020, we generated net losses totaling $252.1 million, $100.9 million, $105.1 million, and $50.9 million, respectively. As of May 31, 2023, we had unrestricted cash and cash equivalents of approximately $3.5 million. All of these conditions raised substantial doubt about the Company’s ability to continue as a going concern. We expect to satisfy our obligations and fund our operations through anticipated operating cash flows, proceeds on ExAlt Loan payments and fee income derived from distributions on investments held by the Customer ExAlt Trusts or other investments held by Ben, potentially refinancing some or all of the existing borrowings due prior to their maturity, with either our current lender or other lenders, and through the implementation of measures designed to reduce corporate overhead, including through the use of furloughs, potential workforce reductions and other expense reductions. We also intend to raise capital through equity or debt investments by third parties. As further discussed in Note 22, on June 27, 2023, we entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), whereby we have the right, but not the obligation, to sell to Yorkville up to $250.0 million of shares of the Company’s common stock. Ben may not be able to refinance our indebtedness or obtain additional financing on terms favorable to the Company, or at all. To the extent that Ben or its subsidiaries raise additional capital through the future sale of equity or debt, the ownership interest of our existing equity holders may be diluted. The terms of these future equity or debt securities may include liquidation or other preferences that adversely affect the rights of our existing equity unitholders or involve negative covenants that restrict Ben’s ability to take specific actions, such as incurring additional debt or making additional investments in growing the operations of the Company. If Ben defaults on these borrowings, then the Company will be required to either i) sell participation or other interests in our loans or other of our assets or ii) to raise additional capital through the sale of equity and the ownership interest of our equity holders may be diluted. Based on projections of growth in revenue and net income in the coming quarters, the expected additional investments into Ben by third parties, potentially refinancing certain existing borrowings with either our current lender or other lenders, the additional financing source from the SEPA, and expected proceeds from our debt and equity offerings, we believe that we will have sufficient cash resources to finance our operations, satisfy other obligations, and to fund expected lending transactions within one year after the date that the consolidated financial statements are issued. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern for a reasonable period of time. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements of Ben are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Ben, its wholly-owned and majority-owned subsidiaries and, certain variable interest entities (“VIEs”), in which the Company is the primary beneficiary. An enterprise is determined to be the primary beneficiary of a VIE if it holds a controlling financial interest consistent with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation The Customer ExAlt Trusts are considered VIEs for which Ben has a variable interest and is considered the primary beneficiary. Thus, Ben is required to consolidate all of the Customer ExAlt Trusts. The entities in which the Customer ExAlt Trusts hold an ownership interest are investment companies (i.e., funds) under ASC 946, Financial Services — Investment Companies non-investment All intercompany accounts and transactions have been eliminated in consolidation, and the portion of income allocated to owners other than the Company is included in “net income (loss) attributable to noncontrolling interests” in the consolidated statements of comprehensive income (loss). With the consolidation of the Customer ExAlt Trusts, interest and fees income and any related receivable charged by Ben Liquidity and Ben Custody to the Customer ExAlt Trusts are eliminated in the presentation of our consolidated financial statements. While these amounts are eliminated solely for financial reporting purposes, such amounts are earned by Ben Liquidity and/or Ben Custody from the Customer ExAlt Trusts and directly impact the income (loss) allocable to Ben’s and BCH’s equity holders, as further discussed in Note 3. The accompanying unaudited interim consolidated financial statements of the Company do not contain the detail or footnote disclosure concerning accounting policies and other matters that would be included in full fiscal year consolidated financial statements; therefore, they should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report. The consolidated statement of financial condition as of March 31, 2023 is from the Company’s audited financial statements. In the opinion of management, all material adjustments, consisting of normal and recurring adjustments, have been made that were considered necessary to present fairly the financial condition, results of operations and cash flows at the interim date and for the interim periods presented. Operating results for the interim periods disclosed herein are not necessarily indicative of results that may be expected for a full year. Initial Recapitalization and Common Unit Conversion On June 6, 2023, immediately prior to the Conversion, the BCG Recapitalization was as follows: (i) the limited partnership agreement of BCG was amended to create the BCG Class B Common Units, and the existing common units were renamed the “BCG Class A Common Units; and (ii) certain holders of the BCH Preferred A.1 entered into BCG Conversion and Exchange Agreements with BCG and BCH, pursuant to which they converted certain BCH Preferred A.1 to Class S Ordinary Units, which were then contributed to BCG in exchange for BCG Class A Common Units. Prior to the conversion on June 6, 2023, when the Company was a Delaware limited partnership, the Company’s equity interests consisted of common units, one series of preferred units, and noncontrolling interests. Pursuant to the Conversion, each BCG Class A Common Unit converted into 1.25 shares of Class A common stock, each BCG Class B Common Unit converted into 1.25 shares of Class B common stock, and the capital account balance of the BCG Preferred B-2 B-2 For the periods prior to the Closing, the number of outstanding units, weighted average number of outstanding units, loss per common unit, equity-based compensation and other financial amounts previously expressed on the basis of Common Units have been retroactively adjusted on the basis of Common Stock reflecting the common unit conversion ratio, as described above. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and Significant accounting policies are detailed in Note 2 to the consolidated financial statements included in the Company’s Annual Report. Other than new policies related to the adoption of ASU 2016-13 Warrant Liability The Company accounts for the warrants assumed in the Transaction (as described in Note 4), in accordance with the guidance contained in ASC 815, Derivatives and Hedging re-measured re-evaluation Income Taxes On June 6, 2023, The Beneficient Company Group, L.P. changed both its regulatory and tax status from a Delaware Limited Partnership to a Nevada Corporation and changed its name from The Beneficient Company Group, L.P. to Beneficient. Beneficient made a tax election to be treated as a corporation for US tax purposes effective as of this date. As a result of this tax election, Beneficient records current tax liabilities or assets through charges or credits to the current tax provision for the estimated taxes payable or refundable for the current year. Deferred tax assets and liabilities are recorded for future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A deferred tax valuation allowance is established if it is more likely than not that all or a portion of the deferred tax assets will not be realized. A tax position that fails to meet a more-likely-than-not Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. Specifically, $0.6 million of other expenses was reclassified to professional services for the three months ended June 30, 2022. This reclassification had no effect on total operating expenses. Accounting Standards Recently Adopted On April 1, 2023, we adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses 2016-13, 2016-13, 2016-13 available-for-sale Accounting Standards Not Yet Adopted ASU 2020-04, Reference Rate Reform 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 2020-04 | 2. Summary of Significant Accounting Policies Change in Fiscal Year On March 30, 2022, the Board of Directors of Ben Management approved a change in the Company’s fiscal year end from December 31 to March 31. The Company elected to change its fiscal year end in order to better align with its peers and with the timing in which more recent Basis of Presentation and Principles of Consolidation The consolidated financial statements of Ben are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Ben, its wholly-owned and majority-owned subsidiaries and, certain variable interest entities (“VIEs”), in which the Company is the primary beneficiary. An enterprise is determined to be the primary beneficiary of a VIE if it holds a controlling financial interest consistent with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810 Consolidation The Customer ExAlt Trusts are considered VIEs for which Ben has a variable interest and is considered the primary beneficiary. Thus, Ben is required to consolidate all of the Customer ExAlt Trusts. The entities in which the Customer ExAlt Trusts hold an ownership interest are investment companies (i.e., funds) under ASC 946, Financial Services — Investment Companies non-investment All intercompany accounts and transactions have been eliminated in consolidation, and the portion of income allocated to owners other than the Company is included in “net income (loss) attributable to noncontrolling interests” in the consolidated statements of comprehensive income (loss). With the consolidation of the Customer ExAlt Trusts, interest and fees income and any related receivable charged by Ben Liquidity and Ben Custody to the Customer ExAlt Trusts are eliminated in the presentation of our consolidated financial statements. While these amounts are eliminated solely for financial reporting purposes, such amounts are earned by Ben Liquidity and/or Ben Custody from the Customer ExAlt Trusts and directly impact the income (loss) allocable to BCG’s and BCH’s equity holders as further discussed in Note 3. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and assumptions are based on information available as of the date of the consolidated financial statements and could differ from actual results. Material estimates that are particularly susceptible to change in the near term relate to the fair value determination of investments in alternative assets held by the Customer ExAlt Trusts, the fair value determination of the investment in debt securities, determination of the allowance for loan losses as an input to the allocation of income (loss) to BCG’s or BCH’s equity holders, evaluation of potential impairment of goodwill and other intangibles, and determining the grant date fair value for share-based compensation awards. Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. Specifically, our redeemable noncontrolling interests as of March 31, 2022, were separated to show each class on the consolidated statements of financial condition to maintain consistency with the current year presentation. This reclassification had no effect on the total redeemable noncontrolling interests or temporary equity. Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents represent cash held in banks or money market funds with original maturities of three months or less. Interest income from cash and cash equivalents is recorded in interest income in the consolidated statements of comprehensive income (loss). Under the terms of certain of the ExAlt Plan ™ trust agreements, certain trusts are required to maintain capital call reserves and administration reserves. These reserves are used to satisfy capital call obligations and pay fees and expenses for the trusts as required. The fees and expenses are primarily paid to Ben for serving as the administrative agent to the current trustees of certain Customer ExAlt Trusts. These reserves represent cash held in banks and are classified as restricted cash on the consolidated statements of financial condition. Refer to Note 21 for the reconciliation of cash, cash equivalents and restricted cash on our consolidated statements of cash flows. Investments, at Fair Value Investments held by Ben or held by the Customer ExAlt Trusts include investments in alternative assets, investments in public equity and debt securities (principally of a related party), investments in private equity securities, and put options. •Investments in Alternative Assets Investments in alternative assets represent the ownership interests in alternative assets and, along with other investments held by the Customer ExAlt Trusts, constitute the source of Collateral for the ExAlt Loans. These investments are predominantly private equity funds and are held by the Customer ExAlt Trusts, either through direct ownership or a beneficial interest. ASC Topic 820, Fair Value Measurement When a distribution is received, it is generally recorded as a reduction to the carrying value of that investment. Likewise, when a contribution is made, it is recorded as an increase to the carrying value of that investment. When our ownership percentage of an investment is less than three to five percent, the distribution is considered a return of investment and is classified on our consolidated statement of cash flows as a cash inflow from investing activities in accordance with ASC Topic 321, Investments — Equity Securities. Investments — Equity Method and Joint Ventures •Investments in Public Equity Securities and Options Investments in public equity securities and options primarily represent common stock ownership in GWG Holdings, Inc. (“GWG Holdings” or “GWG”) along with investments in other public companies and investments made by Ben in put options, all of which are carried at fair value. Fair value is determined using quoted market prices. Any realized gains and losses are recorded on a trade-date basis. Realized and unrealized gains and losses are recognized in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss). •Investments in Debt Securities Investments in debt securities primarily represent ownership in GWG Holdings’ L Bonds by certain of the Customer ExAlt Trusts. Investments in debt securities also represent ownership in privately held debt owned by certain of the Customer ExAlt Trusts. These investments are classified and accounted for as available-for-sale The Company follows ASC 320 to assess whether an investment in debt securities is impaired in each reporting period. An investment in debt securities is impaired if the fair value of the investment is less than its amortized cost. If the Company intends to sell the debt security (that is, it has decided to sell the security), an other-than-temporary impairment (“OTTI”) is considered to have occurred. If the Company more likely than not will be required to sell the security before recovery of its amortized cost basis or it otherwise does not expect to recover the entire amortized cost basis of the security, an OTTI is considered to have occurred. The Company considers the expected cash flows from the investment based on reasonable and supportable forecasts as well as several other factors to estimate whether a credit loss exists. If the Company intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the OTTI is recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. During the year ended March 31, 2023 and the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020, the Company recognized an OTTI on its investment in debt securities of $12.6 million, $4.9 million, $13.7 million, and nil, respectively, which substantially results from its investment in GWG Holdings’ L Bonds. The impairment is recorded in the provision for credit losses line item on the consolidated statements of comprehensive income (loss). •Investments in Other Equity Securities Investments in other equity securities are held by certain of the Customer ExAlt Trusts and represent ownership in equity securities of privately held companies. Equity securities that do not have readily determinable fair values are initially recorded at cost and subsequently remeasured when there is (i) an observable transaction involving the same investment, (ii) an observable transaction involving a similar investment from the same issuer, or (iii) an impairment. These remeasurements are reflected in the consolidated statements of comprehensive income (loss). Leases We account for leases in accordance with ASC 842, Leases right-of-use-assets right-of-use Right-of-use 12-month Fixed Assets Fixed assets, including leasehold improvements, are stated at cost, less accumulated depreciation and amortization. Expenditures related to leasehold improvements; furniture and fixtures; computer hardware and software; and most office equipment purchases are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the assets (from three The Company capitalizes certain costs related to the development of internal-use Internal-use one three Goodwill and Other Intangibles The Company accounts for goodwill and intangible assets in accordance with ASC Topic 350, Intangibles Goodwill and Other The Company conducted the annual impairment test for the years ended December 31, 2021 and 2020 on October 1. The Company conducted the annual impairment test for the three months ended March 31, 2022 and the year ended March 31, 2023 on January 1. This was considered a change in accounting principle as of March 31, 2022, as the impairment test for the year ended December 31, 2021 and 2020 was for the twelve months ended. The Company deemed the change of impairment test timing to be appropriate as the January 1 date better aligns with the Company’s new fiscal year end. The change in accounting principle related to the annual testing date did not delay, accelerate or avoid an impairment charge. This change was not applied retrospectively as it is impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. Accordingly, the change was applied prospectively. Intangible assets include insurance licensing, which has an indefinite life and is assessed for impairment annually. Factors that would require an impairment assessment include, among other things, a significant change in the extent or manner in which an asset is used, a continual decline in the Company’s operating performance, or as a result of fundamental changes in a subsidiary’s business condition. Other Liabilities Other liabilities consist principally of a liability related to an interest commitment, payables to affiliates, and trust payables. Refer to Note 9 for more information on these other liabilities. Business Combinations The Company includes the results of operations of the businesses that it acquires from the acquisition date. In allocating the purchase price of a business combination, the Company records all assets acquired and liabilities assumed at fair value as of the date of acquisition, with the excess of the purchase price over the aggregate fair values recorded as goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The fair value assigned to identifiable intangible assets acquired is based on estimates and assumptions made by management at the time of the acquisition. The Company adjusts the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as it obtains more information as to facts and circumstances existing as of the acquisition date. Acquisition-related costs are recognized separately from the business combination and are expensed as incurred. Income Taxes The Company and most of its subsidiaries operate in the U.S. as partnerships for U.S. federal income tax purposes. Certain of our entities are corporations for tax purposes. In addition, certain of the wholly-owned subsidiaries of the Company will be subject to federal, state, and local corporate income taxes at the entity level and the related tax provision attributable to the Company’s share of this income tax is reflected in the consolidated financial statements. Income taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current and deferred tax liabilities, if any, are recorded within accounts payable and accrued expenses and other liabilities in the consolidated statements of financial condition. The Company analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. The Company records uncertain tax positions on the basis of a two-step Noncontrolling interests – Redeemable and Non-redeemable Noncontrolling interests represent the portion of certain consolidated subsidiaries’ limited partnership interests or interests in the Customer ExAlt Trusts that are held by third parties. Amounts are adjusted by the noncontrolling interest holder’s proportionate share of the subsidiaries’ earnings or losses each period and for any distributions that are paid. Noncontrolling interests are reported as a component of equity unless the noncontrolling interest is considered redeemable, in which case the noncontrolling interest is recorded as mezzanine or temporary equity (between liabilities and equity) in our consolidated statements of financial condition. The redeemable noncontrolling interest is adjusted at each balance sheet date to its maximum redemption value if the amount is greater than the carrying value. Changes in our redeemable noncontrolling interests are presented in the consolidated statements of changes in equity. Noncontrolling interests include: (i) holders, which consist of Related Entities, as defined below, an entity affiliated with a related party, and third parties, of Class S Ordinary Units issued by BCH, (ii) holders, which consists of Related Entities, an entity affiliated with a related party, and third parties, of Class S Preferred Units issued by BCH, (iii) holder, which consists of GWG Holdings, of Preferred Series C Unit Accounts issued by BCH, (iv) holders, which consists of unrelated charity organizations, of residual beneficial interests issued by certain of the Customer ExAlt Trusts and (v) holder, which consists of a third-party, of Class A of CT Risk Management. Redeemable noncontrolling interests are held by holders, which consist of (i) a Related Entity, an entity affiliated with a related party, a third party, and certain directors, of Preferred A.0 issued by BCH, and (ii) a Related Entity, an entity affiliated with a related party, a third party, and certain directors, of Preferred A.1 issued by BCH. Related Entities are defined as certain trusts and those entities held by such trusts that are controlled by our founder and in which our founder and his family members are also among classes of economic beneficiaries whether or not our founder is entitled to economic distributions from such trusts. See Note 13 for further information of the equity instruments of the Company, including those classified as redeemable noncontrolling interests and noncontrolling interests. Earnings (Loss) per Common Unit The Company computes net earnings (loss) per unit attributable to common unitholders using the two-class two-class two-class Basic net earnings (loss) per unit attributable to common unitholders is computed by dividing net earnings (loss) available to common unitholders by the weighted average number of common units outstanding during the period. Diluted earnings per common units is computed in a similar manner, except that first the denominator is increased to include the number of additional common units that would have been outstanding if potentially dilutive common shares were issued using the treasury stock method or if-converted Investment Income (Loss), Net Investment income (loss), net consists of unrealized gains (losses) due to changes in NAV of alternative assets. For certain periods presented herein, it also consists of unrealized gains (losses) on repurchase options and unrealized gains (losses) on other noncash transactions. Refer to Note 5 for a reconciliation of the financial statement line item. Gain (Loss) on Financial Instruments, Net Gain (loss) on financial instruments, net consists of unrealized gains (losses) due to changes in fair value of financial instruments and realized gains (losses) from the sale of public equity securities. See Note 6 for a reconciliation of the financial statement line item. Administration Revenues Third-party administration fees are earned for the administration of third-party customer accounts. The Company’s performance obligation is satisfied over time and the resulting fees are recognized monthly, generally based upon the beginning of the quarter (in advance) net asset value under management and the applicable fee rate, depending on the terms of the contract. Third-party administration fee receivables are recorded on the consolidated statements of financial condition in the other assets line item and in administration revenues in the trust services and administration revenues line item on the consolidated statements of comprehensive income (loss). Professional Services Professional services primarily consist of legal fees, net of insurance reimbursable, consulting fees, and advertising costs, which are expensed as incurred and are included in professional services in the accompanying consolidated statements of comprehensive income (loss). Share-based Compensation Compensation expense for all equit y-based compensation awards is determined using the grant date fair value. For all equity-based plans, we record the impact of forfeitures when they occur. Ex Provision for Credit Losses The provis i Year Ended Three Months Ended Year Ended (in thousands) 2023 2022 2021 2021 2020 (unaudited) OTTI on AFS debt securities (Note 5) $ 12,621 $ 4,943 $ — $ 13,726 $ — Bad debt expense on related party receivable (Note 9) 6,723 4,440 — 5,029 — Bad debt expense on other receivables 1,236 — — — — Provision for credit losses $ 20,580 $ 9,383 $ — $ 18,755 $ — Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses on investments in available for sale debt securities carried at fair value, which are reported as a separate component of equity. Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement Fair values of financial instruments are estimated using relevant market information and other assumptions. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or market conditions could significantly affect these estimates. Accounting Standards Not Yet Adopted ASU 2016-13, Financial Instruments Credit Losses estimate for loans and other financial assets measured either collectively or individually. Current U.S. GAAP delays recognition of credit losses until it is probable a loss has occurred, generally only considering past events and current conditions in measuring the incurred loss. Once implemented, this new standard will eliminate the probable initial recognition threshold and instead, will require the measurement of expected credit losses based on historical experience, current conditions, and reasonable and supportable forecasts covering the entire term of the instrument through contractual maturity. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. This standard requires enhanced disclosures around significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of the portfolio. The effective date of Topic 326 has been extended for smaller reporting companies and private companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Our most significant implementation activities included selection of measurement methodologies and related model development, data accumulation and verification, identification of reasonable and supportable forecast periods, selection of timelines and methods for reversion to unadjusted historical information, multiple preliminary analyses including parallel runs against existing loan loss estimation processes, and design and evaluation of internal controls over the new estimation processes. We have determined we will utilize discounted cash flow methods. Based on implementation efforts, we expect to incur an increase of approximately $61.1 million as of April 1, 2023, related to an increase in the allowance for loan losses as well as an increase in the reserve for unfunded commitments. A significant portion of this impact relates to the initial recognition of an allowance for newly originated loans. Management is in the final stages of documenting the accounting, reporting and governance processes associated with the adoption of Topic 326. We also assessed asset classes other than loans receivable that are within the scope of CECL and determined that the adoption effects for the change in measurement of credit risk were minimal for these classes. Additionally, we have also evaluated the composition of its AFS securities and determined that the changes in Topic 326 will not have a significant effect on the current portfolio. ASU 2020-04, Reference Rate Reform 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 2020-04 |
Understanding our Financial Sta
Understanding our Financial Statements and the Impact to the Common Shareholder | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Related Party Transactions [Abstract] | ||
Understanding our Financial Statements and the Impact to the Common Shareholder | 3. Understanding our Financial Statements and the Impact to the Common Shareholder Ben’s current products and services, which are offered by the Ben Liquidity and Ben Custody business segments, involve or are principally offered to certain of the Customer ExAlt Trusts, which are consolidated VIEs solely for financial reporting purposes, and are not owned directly or indirectly by Ben or BCH equity holders. Transactions involving products and services between Ben’s operating subsidiaries and the Customer ExAlt Trusts are eliminated in the presentation of our consolidated financial statements. Thus, the consolidated financial statements reflect the (i) assets, liabilities, revenues, expenses, investment income and cash flows of Ben, including the Customer ExAlt Trusts, which hold the collateral for the ExAlt Loans, on a gross basis, and (ii) a portion of the economic interests of certain of the Customer ExAlt Trusts held by the residual beneficiaries that are attributed to noncontrolling interests in the accompanying consolidated financial statements. As a result, Ben’s primary tangible assets reflected on its consolidated statements of financial condition are investments, mainly comprised of alternative assets held by the Customer ExAlt Trusts and the primary sources of revenue reflected on our consolidated statements of comprehensive income (loss) are investment income (loss), net, which represents changes in the net asset value (“NAV”) of these investments held by the Customer ExAlt Trusts, and gain (loss) on financial instruments, net, which represents changes in fair value of equity securities, debt securities, a derivative liability, and put options, primarily held by the Customer ExAlt Trusts. Such investment income (loss), net, and gain (loss) on financial instruments that are held by the Customer ExAlt Trusts is included in the net income (loss) allocated to noncontrolling interests – Customer ExAlt Trusts in the consolidated statement of comprehensive income (loss). The revenues and expenses recognized in these line items for the activities of the Customer ExAlt Trusts do not directly impact net income (loss) attributable to Ben’s or BCH’s equity holders. Instead, the interest and fee income earned by Ben Liquidity and Ben Custody from the Customer ExAlt Trusts, which are eliminated in the presentation of our consolidated financial statements, directly impact the net income (loss) attributable to Ben’s and BCH’s equity holders. Our Ben Liquidity and Ben Custody business segments, which relate to our current operating subsidiaries, are owned by the Company’s equity holders (including those of BCH), and recognize revenue through (i) interest income on ExAlt Loans made to the Customer ExAlt Trusts in connection with our liquidity transactions for Customers with interest rates between 7.0% and 14.0% per annum charged against the outstanding principal balance of the ExAlt Loan, (ii) fee income billed at closing, but recognized as revenue ratably over the expected life of the alternative asset, for each liquidity transaction with Customers for services including access to and use of the AltAccess Platform, transfer of the alternative assets, and delivery of the consideration to the client, with fee rates of 7.0% of the sum of the NAV and remaining unfunded commitment of the transacted alternative asset, and (iii) recurring fee income recognized each period for providing services including trustee, custody, and trust administration of the Customer ExAlt Trusts while they hold investments, with fee rates of 2.8% per annum of the sum of the NAV and remaining unfunded commitment of the alternative assets held. a. Ben Liquidity recognized $12.0 million and $14.3 million, in interest income during the three months ended June 30, 2023 and 2022, respectively. b. Ben Custody recognized $6.6 million and $7.3 million, in trust services and administration revenues during the three months ended June 30, 2023 and 2022, respectively, comprised of both the fee income billed at the closing of the transactions that is being amortized into revenue and the recurring fee income billed during the periods. In addition, the Corporate/Other segment, which also relates to Ben or subsidiaries owned by the holders of equity in the Company (including BCH), may include fee revenue recognized through services provided to Customers or the Customer ExAlt Trusts through business lines not included within Ben Liquidity and Ben Custody. Additionally, Ben Liquidity’s provision for credit losses is eliminated in the presentation of our consolidated financial statements but directly impacts the net income (loss) attributable to the various equity securities of Ben and BCH. Likewise, the amounts expensed by the Customer ExAlt Trusts for interest and fees owed to Ben’s operating subsidiaries are eliminated in the presentation of our consolidated financial statements but are recognized for purposes of the allocation of net income (loss) attributable to the beneficial owners of the Customer ExAlt Trusts. The following table presents a reconciliation of operating income (loss) of our reportable segments, excluding the Customer ExAlt Trusts, to net income (loss) attributable to Beneficient’s common shareholders. This reconciliation serves to provide users of our financial statements an understanding and visual aide of the reportable segments that impact net income (loss) attributable to the common shareholder and reiterates that the consolidation of the Customer ExAlt Trusts has no impact on the net income (loss) attributable to Beneficient’s common shareholders. (in thousands) Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Operating income (loss) Ben Liquidity $ (903,026 ) $ (32,853 ) Ben Custody (189,997 ) 6,163 Corporate & Other (49,081 ) (28,755 ) Less: Income tax expense (benefit) — 397 Less: Net loss attributable to noncontrolling interests—Ben 30,686 7,536 Less: Net income attributable to noncontrolling interests—CT — (1,795 ) Less: Noncontrolling interest guaranteed payment (4,105 ) (3,868 ) Net loss attributable to common shareholders $ (1,115,523 ) $ (53,969 ) Significant Accounting Policies—Impacting Allocation of Net Income (Loss) to Beneficient’s Equity Holders As described above, certain income and expenses involving transactions between Ben and the Customer ExAlt Trusts are eliminated in consolidation for financial reporting purposes; however, the income or expenses are important to determine the net income (loss) allocable to Ben’s and BCH’s equity holders. Significant accounting policies related to the significant income and expense items eliminated in our consolidated financial statements, but impacting the allocation of net income (loss) to Beneficient’s equity holders, are detailed in Note 3 to the consolidated financial statements included in the Company’s Annual Report. Other than new policies related to the adoption of ASU 2016-13 Allowances for Credit Losses and related Provision The ExAlt Loans’ allowance for credit losses is an input to the allocation of income (loss) to Ben’s or BCH’s equity holders. Ben adopted CECL on April 1, 2023. The CECL approach requires an estimate of the credit losses expected over the life of a loan (or pool of loans). It replaced the incurred loss approach’s threshold that required the recognition of a credit loss when it was probable that a loss event was incurred. The allowance for credit losses is a valuation account that is deducted from, or added to, the loans’ amortized cost basis to present the net, lifetime amount expected to be collected on the loans. Credit losses are charged off against the allowance when management believes a loan balance is confirmed to be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged off and expected to be charged off. Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its allowance for credit losses. Management analyzes the loans individually as the loans do not have similar risk characteristics. Management estimates the allowance using relevant available information from internal and external sources related to past events, current conditions, and reasonable and supportable economic forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Ben currently does not have adequate historical loss data to provide a basis for the long-term loss information associated with its loans. As such, Ben uses alternative, long-term historical average credit loss data from Preqin in establishing the loss history as a proxy. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in credit concentrations, collateral values and underwriting standards as well as changes in economic conditions or other relevant factors. Management judgment is required at each point in the measurement process. Ben uses the discounted cash flow (DCF) method to estimate expected credit losses for the loan portfolio. Ben generates cash flow projections at the loan level wherein payment expectations are adjusted for changes in market risk premiums, risk free rate, NAV growth rate, and discount rate. The inputs are based on historical data from Preqin and adjusted, if necessary, based on the reasonable and supportable forecast of economic conditions. To adjust, management utilizes externally developed forward-looking macroeconomic factors as indicators of future expected cash flows: S&P500 Index data and US 3-Month The combination of adjustments for credit expectations (default and loss) and timing expectations (prepayment, curtailment, and time to recovery) produces an expected cash flow stream at the instrument level. Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level net present value of expected cash flows (NPV). An allowance for credit loss is established for the difference between the instrument’s NPV and amortized cost basis. The DCF model also considers the need to qualitatively adjust expected loss estimates for information not already captured in the quantitative loss estimation process. Qualitative considerations include limitations inherent in the quantitative model; trends experienced in nonperforming loans; changes in value of underlying collateral; changes in underwriting policies and procedures; nature and composition of loans; portfolio concentrations that may affect loss experience across one or more components or the portfolio; and the effect of external factors such as competition, legal and regulatory requirements. These qualitative factor adjustments may increase or decrease Ben’s estimate of expected credit losses so that the allowance for credit loss is reflective of the estimate of lifetime losses that exist in the loan portfolio at the balance sheet date. Prior to the adoption of ASU 2016-13, non-homogenous charge-off For purposes of determining income allocations to Ben’s and BCH’s equity holders, interest income is adjusted for the ExAlt Loans’ allowance for credit losses, which was approximately $9.5 million and $43.1 million, for the three months ended June 30, 2023 and 2022, respectively. | 3. Understanding our Financial Statements and the Impact to the Common Unitholder Ben’s current products and services, which are offered by the Ben Liquidity and Ben Custody business segments, involve or are principally offered to certain of the Customer ExAlt Trusts, which are consolidated VIEs solely for financial reporting purposes, and are not owned directly or indirectly by BCG or BCH equity holders. Transactions involving products and services between Ben’s operating subsidiaries and the Customer ExAlt Trusts are eliminated in the presentation of our consolidated financial statements. Thus, the consolidated financial stat As a result, Ben’s primary tangible assets reflected on its consolidated statements of financial condition are investments, mainly comprised of alternative assets held by the Customer ExAlt Trusts and the primary sources of revenue reflected on our consolidated statements of comprehensive income (loss) are investment income (loss), net, which represents changes in the net asset value of these investments held by the Customer ExAlt Trusts, and gain (loss) on financial instruments, net, which represents changes in fair value of equity securities, debt securities, a derivative liability, and put options, primarily held by the Customer ExAlt Trusts. Such investment income (loss), net, and gain (loss) on financial instruments that are held by the Customer ExAlt Trusts is included in the net income (loss) allocated to noncontrolling interests – Customer ExAlt Trusts in the consolidated statement of comprehensive income (loss). The revenues and expenses recognized in these line items for the activities of the Customer ExAlt Trusts do not directly impact net income (loss) attributable to BCG’s or BCH’s equity holders. Instead, the interest and fee income earned by Ben Liquidity and Ben Custody from the Customer ExAlt Trusts, which are eliminated in the presentation of our consolidated financial statements, directly impact the net income (loss) attributable to BCG’s and BCH’s equity holders. Our Ben Liquidity and Ben Custody business segments, which relate to our current operating subsidiaries, are owned by the Company’s equity holders (including those of BCH), and recognize revenue through (i) interest income on ExAlt Loans made to the Customer ExAlt Trusts in connection with our liquidity transactions for Customers with interest rates between 7.0% and 14.0% per annum charged against the outstanding principal balance of the ExAlt Loan, (ii) fee income billed at closing, but recognized as revenue ratably over the expected life of the alternative asset, for each liquidity transaction with Customers for services including access to and use of the AltAccess Platform, transfer of the alternative assets, and delivery of the consideration to the client, with fee rates of 7.0% of the sum of the NAV and remaining unfunded commitment of the transacted alternative asset, and (iii) recurring fee income recognized each period for providing services including trustee, custody, and trust administration of the Customer ExAlt Trusts while they hold investments, with fee rates of 2.8% per annum of the sum of the NAV and remaining unfunded commitment of the alternative assets held. a. Ben Liquidity recognized $50.8 million, $17.8 million, $55.9 million, and $51.8 million, in interest income during the fiscal year ended March 31, 2023, the three-month transition period ended March 31, 2022 and the fiscal years ended December 31, 2021 and 2020, respectively. b. Ben Custody recognized $29.0 million, $8.4 million, $20.3 million, and $19.4 million, in trust services and administration revenues during the fiscal year ended March 31, 2023, the three-month transition period ended March 31, 2022, and the fiscal years ended December 31, 2021 and 2020, respectively, comprised of both the fee income billed at the closing of the transactions that is being amortized into revenue and the recurring fee income billed during the periods. In addition, the Corporate/Other segment, which also relates to BCG or subsidiaries owned by the holders of equity in the Company (including BCH), may include fee revenue recognized through services provided to Customers or the Customer ExAlt Trusts through business lines not included within Ben Liquidity and Ben Custody. Additionally, Ben Liquidity’s provision for loan losses is eliminated in the presentation of our consolidated financial statements but directly impacts the net income (loss) attributable to the various equity securities of BCG and BCH. Likewise, the amounts expensed by the Customer ExAlt Trusts for interest and fees owed to Ben’s operating subsidiaries are eliminated in the presentation of our consolidated financial statements but are recognized for purposes of the allocation of net income (loss) attributable to the beneficial owners of the Customer ExAlt Trusts. The following table presents a reconciliation of operating income (loss) of our reportable segments, excluding the Customer ExAl t Tr reiterates that the consolidation of the Customer ExAlt Trusts has no impact on the net income (loss) attributable to The Beneficient Company Group, L.P. common unitholder. (in thousands) Year Ended Three Months Ended Year Ended Year Ended Operating income (loss) Ben Liquidity $ (46,512 ) $ (20,299 ) $ 21,191 $ 25,238 Ben Custody 24,046 7,301 16,193 15,922 Corporate & Other (112,845 ) (31,607 ) (77,991 ) (136,155 ) Loss on extinguishment of debt, related parties — — (34,013 ) — Less: Income tax expense (benefit) (1,072 ) 1,072 — 3,459 Less: Net loss attributable to noncontrolling interests—Ben 19,081 5,038 12,870 40,414 Less: Noncash deemed contribution on extinguishment of redeemable noncontrolling interest — — 14,200 — Less: Noncash deemed dividend on extinguishment of redeemable noncontrolling interest — — (46,202 ) — Less: Noncontrolling interest guaranteed payment (15,822 ) (3,788 ) (1,264 ) — Net loss attributable to common unitholders $ (130,980 ) $ (44,427 ) $ (95,016 ) $ (58,040 ) Significant Accounting Policies — Impacting Allocation of Net Income (Loss) to Beneficient’s Equity Holders As described above, certain income and expenses involving transactions between Ben and the Customer ExAlt Trusts are eliminated for financial reporting purposes; however, the income or expenses are important to determine the net income (loss) allocable to BCG’s and BCH’s equity holders. Accounting policies related to the significant income and expense items eliminated in our consolidated financial statements but impacting the allocation of net income are described below. Revenues Eliminated In Consolidated Financial Statements In accordance with ASC Topic 606, Revenue from Contracts with Customers up-front in-scope Interest Income Interest income is generally comprised of contractual interest, interest recognized on certain of the ExAlt Loans through the effective yield method, and an amortized discount that is recognized ratably over the life of the ExAlt Loan. Contractual interest income is a computed variable rate that compounds monthly. As a result of the change-of-control non-purchased (“non-PCI”). of loans are recorded as interest income over the life of the loans using a level yield method if the timing and amount of the future cash flows is reasonably estimable. Subsequently, increases in cash flows over those expected at the acquisition date are recognized prospectively as interest income. Decreases in expected cash flows due to credit deterioration are recognized by recording an allowance for loan loss. For non-PCI Fiduciary financing, trust services and administration revenues include the following fees: Upfront Fees Non-refundable upfront fees are earned and recognized for setting up and providing the customer access to the ExAlt Plan ™ . These activities do not transfer a separate promised service; therefore, they represent advanced payments for trust administration services. Upfront fees are billed at the origination of the liquidity transaction and are generally based on a percentage of NAV plus any unfunded capital commitments . Payment of the fees occurs in the first step of the waterfall allocation provision per the trust agreement. Upfront fees are deferred upon receipt and are recognized ratably over the period of benefit, which is generally consistent with estimated expected life of LiquidTrusts (typically seven to ten years). Trust Administration Revenues Trust administration fees are earned for providing administrative services to trustees for existing liquidity solution customers. The Company’s performance obligation under these agreements is satisfied over time as the administration and management services are provided. Fees are recognized monthly based upon the beginning of quarter (in advance) net asset value plus any remaining unfunded capital commitments and the applicable fee rate of the account as outlined in the agreement. Payment frequency is defined in the individual contracts, which primarily stipulate billings on a quarterly basis in advance. Expenses Eliminated In Consolidated Financial Statements Allowances for Loan Losses and related Provision The allowance for loan losses is an input to the allocation of income (loss) to BCG’s or BCH’s equity holders. The allowance for loan losses is a valuation allowance for probable incurred credit losses in the loan portfolio. Management’s determination of the allowance is based upon an evaluation of the loan portfolio, impaired loans, economic conditions, volume, growth and composition of the collateral to the loan portfolio, and other risks inherent in the portfolio. Currently, management individually reviews all ExAlt Loans due to the low volume and non-homogenous charge-off Interest income for purposes of determining income allocations to BCG’s and BCH’s equity holders is adjusted for any allowance for loan losses, which was approximately $80.7 million, $34.1 million, $8.9 million, and $5.4 million for the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020, respectively |
De-SPAC Merger Transaction
De-SPAC Merger Transaction | 3 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
De-SPAC Merger Transaction | 4. De-SPAC Forward Purchase Agreement On June 5, 2023, BCG entered into a Prepaid Forward Purchase Agreement, by and between BCG and RiverNorth SPAC Arbitrage Fund, L.P. (the “Purchaser”), pursuant to which the Purchaser agreed to, among other things, effect certain purchases of shares of Avalon Class A common stock (“Avalon Class A Common Stock”) that would have been redeemed in connection with the special meeting of Avalon’s stockholders (the “Special Meeting”) to approve the transactions contemplated by the Business Combination Agreement (as amended through June 25, 2023, the “Forward Purchase Agreement”). Pursuant to the Forward Purchase Agreement, Purchaser agreed to purchase shares of Avalon Class A Common Stock (the “AVAC FPA Shares”) at a purchase price per share of $10.588 (for aggregate consideration of $25.0 million). The AVAC FPA Shares were redeemed in connection with the Special Meeting and converted into shares of Class A Common Stock, par value $0.001 per share, of Beneficient (“Class A Common Stock”) and Series A Convertible Preferred Stock, par value $0.001 per share, of Beneficient (“Series A Preferred Stock”) upon consummation of the Business Combination. The Series A Preferred Stock converted in accordance with its terms to shares of Class A Common Stock, and Purchaser held an aggregate of 2,956,480 shares of Class A Common Stock following such conversion in respect of the AVAC FPA Shares (such shares of Class A Common Stock, the “FPA Shares”). The $25.0 million in proceeds (the “Disbursed Amount”) in respect of the FPA Shares was disbursed from the Avalon trust account following the consummation of the Business Combination. Specifically, $5.0 million of the Disbursed Amount was disbursed to Beneficient, with the remaining $20.0 million (the “Reserve Amount”) disbursed to Purchaser to be held by Purchaser until the Maturity Date (as defined below) or until its earlier release per the terms of the Forward Purchase Agreement. Such Reserve Amount is reflected as a Stock Receivable classified in equity on the consolidated statements of financial condition. The Forward Purchase Agreement provides for two categories of FPA Shares: (i) 1,064,333 FPA Shares categorized as “Purchased Shares” (the “Purchased Shares”) and (ii) the remaining 1,892,147 FPA Shares categorized as “Prepaid Forward Shares” (the “Prepaid Forward Shares”). If by the 10th anniversary of the close of the Business Combination, Purchaser has received less than $5.0 million, in gross proceeds from, and Purchaser has used good faith efforts to sell, the Purchased Shares, Beneficient has agreed to cause BCH to issue Purchaser an amount of BCH Preferred Series A-0 Upon the sales of the Prepaid Forward Shares, the Purchaser will remit $10.588 per share, or such lesser price per share designated by the Company (“Designated Price”) by written notice setting forth the Designated Price and the number Prepaid Forward Shares that may be sold at such price (“Designated Price Notice”) delivered to Purchaser prior to any such sales, to the Company. On June 8, 2025 (“Maturity Date”), any Prepaid Forward Shares not sold by the Purchaser will be returned to the Company and any remaining amounts in respect of the Prepaid Forward Shares will be retained by the Purchaser, less any amounts still owed to the Company from sales effected prior to the Maturity Date. The Forward Purchase Agreement permits the Company, in its sole discretion, to lower the Designated Price to a per share amount lower than $10.588 in order to permit the Purchaser to effect additional sales of its Prepaid Forward Shares at a price lower than the prevailing trading price of the Company’s Class A common stock in exchange for the remitting of a portion of the proceeds of any such sales to the Company. The Prepaid Forward Shares include an embedded put option, which is accounted for separately and classified as a liability in the other liabilities line item of the consolidated statements of financial condition. The Prepaid Forward Shares are measured at fair value each reporting period with the change in fair value recognized in the consolidated statements of comprehensive income (loss). Prior to June 30, 2023, the Purchaser received $5.0 million in gross proceeds from the sale of a portion of the Purchased Shares. No sales of any of the Prepaid Forward Shares had occurred as of June 30, 2023. Recapitalization of BCG On June 6, 2023, immediately prior to the Conversion, the BCG Recapitalization occurred as follows: (i) the limited partnership agreement of BCG was amended to create the BCG Class B Common Units, and the existing common units were renamed the “BCG Class A Common Units, and (ii) certain holders of the BCH Preferred A.1 entered into BCG Conversion and Exchange Agreements with BCG and BCH, pursuant to which they converted certain BCH Preferred A.1 to Class S Ordinary Units, which were then contributed to BCG in exchange for BCG Class A Common Units. Prior to the Conversion on June 6, 2023, when the Company was a Delaware limited partnership, the Company’s equity interests consisted of common units, one series of preferred units, and noncontrolling interests. Pursuant to the Conversion, each BCG Class A Common Unit converted into 1.25 shares of Class A common stock, each BCG Class B Common Unit converted into 1.25 shares of Class B common stock, and the capital account balance of the BCG Preferred B-2 B-2 The following table provides additional information on the securities contributed and exchanged by each of BHI, Bruce W. Schnitzer and Hicks Holdings Operating, LLC (dollars and units in thousands): Name Converted Capital Account Balance of BCH Preferred A.1 Class S Ordinary Units Received BCG Class B Units Received BHI $ 177,195 14,176 14,176 Bruce W. Schnitzer 988 79 79 Hicks Holdings Operating, LLC 13,222 1,058 1,058 Total $ 191,405 15,312 15,312 The following table provides additional information on the securities contributed and exchanged by each of Bruce W. Schnitzer and Richard W. Fisher (dollars and units in thousands): Name Converted Capital Account Balance of BCH Preferred A.1 Class S Ordinary Units Received BCG Class A Units Received Bruce W. Schnitzer $ 734 659 659 Richard W. Fisher 1,722 738 738 Total $ 2,456 1,396 1,396 As part of the conversion to BCG Class A Units, additional value of approximately $15.0 million was provided to certain holders who are members of our board of directors. The additional value was accounted for as compensation, which resulted in stock-based compensation expense of $15.0 million during the quarter ended June 30, 2023. Closing of the Transaction On June 7, 2023, the Company completed its previously announced de-SPAC Accordingly, the Company issued (i) an aggregate of 7,971,864 shares of Class A common stock to the former holders of Class A Common Stock of Avalon, par value $0.0001 per share (“Avalon Class A common stock”), and Class B Common Stock of Avalon, par value $0.0001 per share (“Avalon Class B common stock”), outstanding immediately prior to June 7, 2023, and (ii) an aggregate of 2,796,864 shares of Beneficient Series A preferred stock to non-redeeming Immediately after the Business Combination, 188,674,282 shares of Class A common stock were issued and outstanding, 19,140,451 shares of Class B common stock were issued and outstanding, 2,796,864 shares of Beneficient Series A preferred stock were issued and outstanding and 23,757,500 Warrants were issued and outstanding. Because the Series A preferred stock is not expected to be publicly listed, the Beneficient Series A preferred stock terms provide that upon its issuance, each share of Series A preferred stock will automatically convert into one-quarter The Transaction is a capital transaction in substance and not a business combination under ASC 805, Business Combinations The Company and Avalon incurred $21.7 million and $26.1 million, respectively, of expenses related to the Transaction. These expenses consist of underwriting fees, professional services (legal, accounting, advisory, etc.) and other direct expenses associated with the Transaction. Costs incurred by Ben were initially capitalized as incurred in the other assets on the consolidated statements of financial condition. As a result of the transaction, the transaction costs incurred by the Company related to the issuance of shares were recognized in additional paid-in Common Stock Warrants The Company assumed 15,525,000 publicly-traded Avalon Warrants (“Avalon Public Warrants”) and 8,100,000 private placement Avalon Warrants (“Avalon Private Warrants”), which were originally issued by Avalon in connection with its initial public offering and, as a result of the assumption by the Company, became Warrants. The Avalon Public Warrants assumed by Ben are referred to as the “Public Warrants” and the Avalon Private Warrants assumed by Ben are referred to as the “Private Warrants”, and collectively, the “Warrants”. The Warrants are included in derivative warrant liabilities on the Company’s consolidated statements of financial condition. The Warrants entitle the holder to exercise each whole warrant for one share of Class A common stock and one share of Series A preferred stock at an exercise price of $11.50 (each a “Warrant” and collectively, the “Warrants”). The Public Warrants may only be exercised for a whole number of shares, and will expire on June 7, 2028 (i.e., five years following the Closing), or earlier upon redemption or liquidations. Ben may redeem the outstanding Public Warrants (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days’ prior written notice of redemption to each warrant holder; and (iv) if, and only if, the reported last sale price of the Class A common stock for any 20 trading days within a 30-trading During any period when Ben fails to maintain an effective registration statement registering the Class A common stock issuable upon the exercise of the Warrants, Ben is required to permit holders of Warrants to exercise their Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, or another exemption. The Private Warrants, which became transferable, assignable and salable on July 7, 2023 (i.e., 30 days after the Closing), are currently held by the Avalon Sponsor, and are generally identical to the Public Warrants, except they cannot be redeemable by Ben so long as they are held by the Avalon Sponsor or its permitted transferees. An Avalon Sponsor, or its permitted transferees, has the option to exercise the Private Warrants on a cashless basis and have certain registration rights. If the Private Warrants are held by holders other than the Avalon Sponsor or its permitted transferees, the Private Warrants will become redeemable by Ben in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. As of June 30, 2023, there were 23,757,500 Warrants outstanding with a fair value of $1.1 million, as reflected in the derivative warrants line item on the consolidated statements of financial condition. During the three months ended June 30, 2023, a gain of $1.5 million was recognized in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss). Refer to Note 6 for a reconciliation of the gain (loss) on financial instruments, net for each of the periods presented herein. |
Investments, at Fair Value
Investments, at Fair Value | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Investments [Abstract] | ||
Investments, at Fair Value | 5. Investments, at Fair Value Investments held by Ben or held by the Customer ExAlt Trusts are comprised of investments in alternative assets, public debt and equity securities (principally of a related party), other equity securities and put options. The composition of investments recorded at fair value by holder is included in the table below (in thousands): June 30, 2023 March 31, 2023 Ben Customer ExAlt Trusts Ben Customer ExAlt Trusts Alternative assets $ — $ 374,603 $ — $ 385,851 Public equity securities and option 1,690 5,023 4,742 8,087 Debt securities available-for-sale 656 80,532 620 76,278 Other equity securities — 26,786 — 21,643 Total investments, at fair value $ 2,346 $ 486,944 $ 5,362 $ 491,859 Investments in Alternative Assets held by the Customer ExAlt Trusts The investments in alternative assets are held, either through direct ownership or through beneficial interests, by certain of the Customer ExAlt Trusts and consist primarily of limited partnership interests in various alternative investments, including private equity funds. These alternative investments are valued using NAV as a practical expedient. Changes in the NAV of these investments are recorded in investment income (loss), net in our consolidated statements of comprehensive income (loss). The investments in alternative assets provide the economic value that ultimately collateralizes the ExAlt Loans that Ben Liquidity originates with the Customer ExAlt Trusts in liquidity transactions and any associated fees due from the Customer ExAlt Trusts. The NAV calculation reflects the most current report of NAV and other data received from firm/fund sponsors. If no such report has been received, Ben estimates NAV based upon the last NAV calculation reported by the investment manager and adjusts it for capital calls and distributions made in the intervening time frame. Ben also considers whether adjustments to the NAV are necessary, in certain circumstances, in which management is aware of specific material events, changes in market conditions, and other relevant factors that have affected the value of an investment during the period between the date of the most recent NAV calculation reported by the investment manager or sponsor and the measurement date. Public equity securities known to be owned within an alternative investment fund, based on the most recent information reported by the general partners, are marked to market using quoted market prices on the reporting date. The underlying interests in alternative assets are primarily limited partnership interests. The transfer of the investments in private equity funds generally requires the consent of the corresponding private equity fund manager, and the transfer of certain fund investments is subject to rights of first refusal or other preemptive rights, potentially further limiting the ExAlt Plan TM Portfolio Information Our portfolio of alternative asset investments, held by certain of the Customer ExAlt Trusts by asset class of each fund as of June 30, 2023 and March 31, 2023, is summarized below (in thousands): Alternative Investments Portfolio Summary June 30, 2023 March 31, 2023 Asset Class Carrying Value Unfunded Commitments Carrying Value Unfunded Commitments Venture Capital $ 164,097 $ 2,877 $ 165,933 $ 2,810 Private Equity 143,714 46,838 145,073 47,218 Natural Resources 27,832 4,567 27,756 5,240 Hedge Funds (1) 19,291 337 24,935 337 Private Real Estate 10,436 4,808 10,391 4,800 Other (2) 9,233 730 11,763 730 Total $ 374,603 $ 60,157 $ 385,851 $ 61,135 Certain prior year items have been reclassified to conform with current year presentation. (1) As of June 30, 2023, $10.8 million of the investments in this asset class are currently redeemable with no restrictions apart from the notice period. The redemption frequency ranges from weekly to quarterly and the redemption notice period ranges from 2 to 90 days. (2) “Other” includes earnouts, escrow, net other assets, and private debt strategies. As of June 30, 2023, the Customer ExAlt Trusts collectively had exposure to 286 professionally managed alternative asset investment funds, comprised of 931 underlying investments, 91 percent of which are investments in private companies. Public Equity Securities Investment in public equity securities primarily represents ownership by both Ben and certain of the Customer ExAlt Trusts in GWG Holdings combined with direct investments in other public companies. These investments are carried at fair value, which is determined using quoted market prices. Any realized gains and losses are recorded on a trade-date basis. Realized and unrealized gains and losses are recognized in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss). As of June 30, 2023 and March 31, 2023, the fair value of the GWG Holdings’ common stock held by Ben and the Customer ExAlt Trusts is $0.1 million and $3.7 million, respectively. The fluctuation in the amount of GWG Holdings’ common stock between each period end is determined by the quoted market price. The decline in market price from March 31, 2023 to June 30, 2023, is due to a variety of factors, including GWG Holdings’ reorganization under the Chapter 11 Bankruptcy Code. The fair value of the investments in other public companies was $4.9 million and $5.1 million as of June 30, 2023 and March 31, 2023, respectively. Refer to Note 6 for a reconciliation of the gain (loss) on financial instruments, net for each of the periods presented herein. Put Options On April 1, 2022, Ben, through CT Risk Management, L.L.C., made aggregate payments of $5.0 million to purchase additional put options in the S&P 500 Index with an aggregate notional amount of $141.3 million. Half of the notional expires in April 2024, while the other half expires in April 2025. On April 27, 2022, CT Risk Management, L.L.C. sold an equity interest for $2.4 million to the third-party involved in a participation loan transaction described in Note 7 and utilized the proceeds to purchase additional put options similar to the put options purchased on April 1, 2022. The put options are designed to protect the NAV of the interests in alternative assets, which generate the collateral to certain of the ExAlt Loans in Ben Liquidity’s loan portfolio or the loans related to the participation loan transaction and provide for distributions to the Customer ExAlt Trusts’ ultimate beneficiary, against market risk. The options are carried at fair value, which is determined using quoted market prices. Any realized gains and losses are recorded on a trade-date basis. Realized and unrealized gains and losses are recognized in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss). As of June 30, 2023 and March 31, 2023, the fair value of the options was $1.7 million and $4.0 million, respectively. For the three months ended June 30, 2023 and 2022, Ben has recognized losses of $2.3 million and gains of $1.8 million, respectively, on the put options, of which approximately $1.7 million and $1.3 million, respectively, is attributable to Ben or Ben’s loan portfolio, with the remainder attributable principally to the loan involved in the participation loan transaction. Refer to Note 6 for a reconciliation of the gain (loss) on financial instruments, net for each of the periods presented herein. Debt Securities Available-for-Sale Investments in debt securities primarily represent ownership in corporate debt securities, specifically, L Bonds of GWG Holdings (“L Bonds”) held by certain of the Customer ExAlt Trusts. Investments in debt securities also represent ownership in privately held debt securities. Investments in debt securities are classified and accounted for as available-for-sale, The L Bonds had a maturity date of August 8, 2023. However, upon GWG Holdings’ emergence from bankruptcy on August 1, 2023, the investments in L Bonds converted to equity interests in the GWG Wind Down Trust. The amortized cost, estimated fair value, and unrealized gains and losses on investments in debt securities classified as available-for-sale June 30, 2023 (Dollars in thousands) Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Corporate debt securities (L Bonds) $ 64,313 $ 23,016 $ (9,322 ) $ 78,007 Other debt securities 2,685 1,452 (956 ) 3,181 Total available-for-sale $ 66,998 $ 24,468 $ (10,278 ) $ 81,188 March 31, 2023 (Dollars in thousands) Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Corporate debt securities (L Bonds) $ 64,313 $ 17,433 $ (7,924 ) $ 73,822 Other debt securities 2,685 1,347 (956 ) 3,076 Total available-for-sale $ 66,998 $ 18,780 $ (8,880 ) $ 76,898 The table below indicates the length of time individual debt securities have been in a continuous loss position as of June 30, 2023 and March 31, 2023: June 30, 2023 March 31, 2023 (Dollars in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate debt securities (L Bonds): Twelve months or longer $ 78,007 $ 9,322 $ 73,822 $ 7,924 Other debt securities: Less than twelve months — — 2,078 956 Twelve months or longer 2,183 956 — — Total available-for-sale $ 80,190 $ 10,278 $ 75,900 $ 8,880 The noncredit-related portion of the net unrealized gains of $4.3 million and losses of $1.8 million for the three months ended June 30, 2023 and 2022, respectively, was recognized as a component of accumulated other comprehensive income (loss). During the three months ended June 30, 2023 and 2022, the Company determined the credit-related portion of other-than-temporary impairment (“OTTI”) on its investment in debt securities available-for-sale The following table is a rollforward of credit-related OTTI recognized in earnings for the periods presented below: (Dollars in thousands) Three Months Ended June 30, 2023 2022 Balance, beginning of period $ 31,290 $ 18,669 Increase in OTTI amounts previously recognized — 12,608 Balance, end of period $ 31,290 $ 31,277 The contractual maturities of available-for-sale June 30, 2023 March 31, 2023 (Dollars in thousands) Amortized Cost Basis Fair Value Amortized Cost Basis Fair Value Due in one year or less $ 66,000 $ 80,190 $ 66,000 $ 75,900 No fixed maturity 998 998 998 998 $ 66,998 $ 81,188 $ 66,998 $ 76,898 Other Equity Securities Certain of the Customer ExAlt Trusts hold investments in equity securities that do not have a readily determinable fair value. These equity securities are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The value of these equity securities was $26.8 million and $21.6 million as of June 30, 2023 and March 31, 2023, respectively. The increase in value is primarily due to new investments held as of June 30, 2023 that were not held as of March 31, 2023. Refer to Note 6 for a reconciliation of the gain (loss) on financial instruments, net for each of the periods presented herein, which reflects any upward or downward adjustments to these equity securities for the periods presented herein. There were no impairments to these equity securities during the three months ended June 30, 2023 and 2022. | 5. Investments, at Fair Value Investments held by Ben or held by the Customer ExAlt Trusts are comprised of investments in alternative assets, public debt and equity securities (principally of a related party), other equity securities and put options. The composition of investments recorded at fair value by holder is included in the table below (in thousands): March 31, 2023 March 31, 2022 Ben Customer ExAlt Ben Customer ExAlt Alternative assets $ — $ 385,851 $ — $ 524,927 Public equity securities and option 4,742 8,087 13,625 56,144 Debt securities available-for-sale 620 76,278 624 77,669 Other equity securities — 21,643 — 1,181 Total investments, at fair value $ 5,362 $ 491,859 $ 14,249 $ 659,921 A reconciliation of investment income (loss), net for each of the periods presented herein is included in the table below (in thousands): Year Ended Three Months Ended Year Ended 2023 2022 2021 2021 2020 (unaudited) (Loss) gain from change in NAV of alternative assets $ (54,010 ) $ (10,811 ) $ 2,091 $ 15,534 $ (17,558 ) Gain on repurchase options (see Note 6) — — — — 61,664 Gain on Collateral Swap (see Note 4) — — — — 88,514 Investment (loss) income, net $ (54,010 ) $ (10,811 ) $ 2,091 $ 15,534 $ 132,620 Investments in Alternative Assets held by the Customer ExAlt Trusts The investments in alternative assets are held, either through direct ownership or through beneficial interests, by certain of the Customer ExAlt Trusts and consist primarily of limited partnership interests in various alternative investments, including private equity funds. These alternative investments are valued using NAV as a practical expedient. Changes in the NAV of these investments are recorded in investment income (loss), net in our consolidated statements of comprehensive income (loss). The investments in alternative assets provide the economic value that ultimately collateralizes the ExAlt Loans that Ben Liquidity originates with the Customer ExAlt Trusts in liquidity transactions and any associated fees due from the Customer ExAlt Trusts. The NAV calculation reflects the most current report of NAV and other data received from firm/fund sponsors. If no such report has been received, Ben estimates NAV based upon the last NAV calculation reported by the investment manager and adjusts it for capital calls and distributions made in the intervening time frame. Ben also considers whether adjustments to the NAV are necessary, in certain circumstances, in which management is aware of specific material events, changes in market conditions, and other relevant factors that have affected the value of an investment during the period between the date of the most recent NAV calculation reported by the investment manager or sponsor and the measurement date. Public equity securities known to be owned within an alternative investment fund, based on the most recent information reported by the general partners, are marked to market using quoted market prices on the reporting date. The underlying interests in alternative assets are primarily limited partnership interests. The transfer of the investments in private equity funds generally requires the consent of the corresponding private equity fund manager, and the transfer of certain fund investments is subject to rights of first refusal or other preemptive rights, potentially further limiting the ExAlt Plan ™ from transferring an investment in a private equity fund. The majority (96 percent) of the investments are not subject to redemption with the funds. Distributions from funds are received as the underlying investments are liquidated. Timing of liquidation is currently unknown. Portfolio Information Our portfolio of alternative asset investments, held by certain of the Customer ExAlt Trusts by asset class of each fund as of March 31, 2023 and March 31, 2022, is summarized below (in thousands): Alternative Investments Portfolio Summary March 31, 2023 March 31, 2022 Asset Class Carrying Value Unfunded Carrying Value Unfunded Venture Capital $ 165,933 $ 2,810 $ 209,912 $ 3,035 Private Equity 145,073 47,218 199,280 55,269 Hedge Funds (1) 24,935 337 51,974 358 Natural Resources 27,756 5,240 31,736 4,994 Private Real Estate 10,391 4,800 15,757 4,802 Other (2) 11,763 730 16,268 635 Total $ 385,851 $ 61,135 $ 524,927 $ 69,093 Certain prior year items have been reclassified to conform with current year presentation. (1) As of March 31, 2023, $16.4 million of the investments in this asset class are currently redeemable with no restrictions apart from the notice period. The redemption frequency ranges from weekly to quarterly and the redemption notice period ranges from 2 to 90 days. (2) “Other” includes earnouts, escrow, net other assets, and private debt strategies. As of March 31, 2023, the Customer ExAlt Trusts collectively had exposure to 286 professionally managed alternative asset investment funds, comprised of 952 underlying investments, 91 percent of which are investments in private companies. Public Equity Securities Investment in public equity securities primarily represents ownership by both Ben and certain of the Customer ExAlt Trusts in GWG Holdings combined with direct investments in other public companies. These investments are carried at fair value, which is determined using quoted market prices. Any realized gains and losses are recorded on a trade-date basis. Realized and unrealized gains and losses are recognized in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss). As of March 31, 2023 and March 31, 2022, the fair value of the GWG Holdings’ common stock held by Ben and the Customer ExAlt Trusts is $3.7 million and $67.2 million, respectively. The fluctuation in the amount of GWG Holdings’ common stock between each period end is determined by the quoted market price. The decline in market price from March 31, 2022 to March 31, 2023, is due to a variety of factors, including GWG Holdings’ pending reorganization under the Chapter 11 Bankruptcy Code. The fair value of the investments in other public companies was $5.1 million and $2.5 million as of March 31, 2023 and March 31, 2022, respectively. Refer to Note 6 for a reconciliation of the gain (loss) on financial instruments, net for each of the periods presented herein. Put Options On July 17, 2020, Ben, through its consolidated subsidiary, CT Risk Management, L.L.C, purchased put options with an aggregate notional amount of $300.0 million for aggregate payments of $14.8 million. Those options were sold in November 2021 for $1.8 million, resulting in a recognized loss of $12.9 million. On April 1, 2022, Ben, through CT Risk Management, L.L.C., made aggregate payments of $5.0 million to purchase additional put options in the S&P 500 Index with an aggregate notional amount of $141.3 million. Half of the notional expires in April 2024, while the other half expires in April 2025. On April 27, 2022, CT Risk Management, L.L.C., sold an equity interest for $2.4 million to the third-party involved in a participation loan transaction described in Note 10 and utilized the proceeds to purchase additional put options similar to the put options purchased on April 1, 2022. The put options are designed to protect the NAV of the interests in alternative assets, which generate the collateral to certain of the ExAlt Loans in Ben Liquidity’s loan portfolio or the loans related to the participation loan transaction and provide for distributions to the Customer ExAlt Trusts’ ultimate beneficiary, against market risk. The options are carried at fair value, which is determined using quoted market prices. Any realized gains and losses are recorded on a trade-date basis. Realized and unrealized gains and losses are recognized in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss). As of March 31, 2023, the fair value of the options was $4.0 million. For the year ended March 31, 2023, Ben has recognized net losses totaling $3.5 million on the put options, of which approximately $2.5 million is attributable to Ben or Ben’s loan portfolio, with the remainder attributable principally to the loan involved in the participation loan transaction. No options were held as of or during the three months ended March 31, 2022. The related loss recognized in the consolidated statements of comprehensive income (loss) for the years ended December 31, 2021 and December 31, 2020, was $5.2 million and $7.8 million, respectively. Refer to Note 6 for a reconciliation of the gain (loss) on financial instruments, net for each of the periods presented herein. Debt Securities Available-for-Sale Investments in debt securities primarily represent ownership in corporate debt securities, specifically, GWG Holdings’ L Bonds held by certain of the Customer ExAlt Trusts. Investments in debt securities also represent ownership in privately held debt securities. Investments in debt securities are classified and accounted for as available-for-sale, The L Bonds have a maturity of August 8, 2023; however, the Company expects that any recovery on the investment in L Bonds will occur during the calendar year ending 2025 upon GWG Holdings’ emergence from bankruptcy and successful monetization of its assets that will provide for the recovery (if any) to GWG Holding’s creditors. A portion of GWG Holdings’ investment in the Ben Common Units, cash, or a combination thereof, may be used as consideration, at the option of GWG Holdings, for retiring the L Bonds upon a redemption event, which is at the option of the holder, or at the maturity of the L Bonds. The amortized cost, estimated fair value, and unrealized gains and losses on investments in debt securities classified as available-for-sale March 31, 2023 (Dollars in thousands) Amortized Cost Gross Unrealized Gross Unrealized Fair Value Corporate debt securities (L Bonds) $ 64,313 $ 17,433 $ (7,924 ) $ 73,822 Other debt securities 2,685 1,347 (956 ) 3,076 Total available-for-sale $ 66,998 $ 18,780 $ (8,880 ) $ 76,898 March 31, 2022 (Dollars in thousands) Amortized Cost Gross Unrealized Gross Unrealized Fair Value Corporate debt securities (L Bonds) $ 76,934 $ 132 $ (2,771 ) $ 74,295 Other debt securities 2,685 1,313 — 3,998 Total available-for-sale $ 79,619 $ 1,445 $ (2,771 ) $ 78,293 The table below indicates the length of time individual debt securities have been in a continuous loss position as of March 31, 2023 and March 31, 2022: March 31, 2023 March 31, 2022 (Dollars in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate debt securities (L Bonds): Less than twelve months $ — $ — $ 74,295 $ 2,771 Twelve months or longer 73,822 7,924 — — Other debt securities: Less than twelve months 2,078 956 — — Total available-for-sale $ 75,900 $ 8,880 $ 74,295 $ 2,771 The noncredit-related portion of the net unrealized gains of $11.2 million and $0.1 million for the year ended March 31, 2023 and the three months ended March 31, 2022, respectively, and the net unrealized losses of $1.4 million for the year ended December 31, 2021, was recognized as a component of accumulated other comprehensive income (loss). During the year ended March 31, 2023, the three months ended March 31, 2022, and the year ended December 31, 2021, the Company determined the credit-related portion of OTTI on its investment in debt securities available-for-sale The following table is a rollforward of credit-related OTTI recognized in earnings for the periods presented below: (Dollars in thousands) Year Ended Three Months Year Ended 2023 2022 2021 2020 Balance, beginning of period $ 18,669 $ 13,726 $ — $ — Credit related OTTI not previously recognized — — 13,726 — Increase in OTTI amounts previously recognized 12,621 4,943 — — Balance, end of period $ 31,290 $ 18,669 $ 13,726 $ — The contractual maturities of available-for-sale March 31, 2023 March 31, 2022 (Dollars in thousands) Amortized Cost Fair Value Amortized Cost Fair Value Due in one year or less $ 66,000 $ 75,900 $ 1,687 $ 3,000 Due in one to five years — — 76,934 74,295 No fixed maturity 998 998 998 998 $ 66,998 $ 76,898 $ 79,619 $ 78,293 Other Equity Securities Certain of the Customer ExAlt Trusts hold investments in equity securities that do not have a readily determinable fair value. These equity securities are measured at cost, less impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The value of these equity securities was $21.6 million and $1.2 million as of March 31, 2023 and March 31, 2022, respectively. The increase in value is primarily due to new investments held as of March 31, 2023 that were not held as of March 31, 2022. Additionally, during the year ended March 31, 2023, one security received an upward adjustment of $10.8 million based upon observable price changes, including a recent equity offering and stock to stock transactions. Such adjustment also represents the cumulative adjustment. Refer to Note 6 for a reconciliation of the gain (loss) on financial instruments, net for each of the periods presented herein, which reflects any upward or downward adjustments to these equity securities for the periods presented herein. There were no impairments to these equity securities during the year ended March 31, 2023, the three months ended March 31, 2022, or the years ended December 31, 2021 and 2020. |
Strategic Transactions with GWG
Strategic Transactions with GWG Holdings, Inc. and GWG Life, LLC | 12 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Strategic Transactions with GWG Holdings, Inc. and GWG Life, LLC | 4. Strategic Transactions with GWG Holdings, Inc. and GWG Life, LLC In 2018 and 2019, we consummated a series of transactions with GWG Holdings, certain of which, relevant to the financial statements presented herein, are more fully described below. As a result of certain of these transactions, on December 31, 2019, GWG Holdings obtained the right to appoint a majority of the members of the Board of Directors of Ben Management, and Ben became a consolidated subsidiary for financial reporting purposes of GWG Holdings beginning on December 31, 2019. Decoupling Transactions with GWG Holdings On November 12, 2021, amendments to the organizational documents of BCG, BCH, and Ben Management were approved by the Board of Directors of Ben Management and GWG Holdings (the “Amendments”). On November 29, 2021, the Amendments became effective. These Amendments are part of, and effectuate, the series of transactions (the “Decoupling Transactions”), which resulted in, among other things, (i) GWG Holdings converting its capital account balance of $319.0 million in BCH Preferred A.1 to an equal amount of Preferred Series B Subclass 2 Unit Accounts issued by BCG (“BCG Preferred B.2”), which are a preferential class of equity in BCG with enhanced conversion rights; (ii) GWG Holdings no longer having certain voting rights or the right to nominate or appoint members of the Board of Directors of Ben Management; and (iii) Ben no longer being a consolidated subsidiary of GWG Holdings and therefore operating as a wholly independent and separate company. Commercial Loan Agreement On December 28, 2018, BCG, as borrower, entered into a commercial loan agreement (the “Commercial Loan Agreement”) with GWG Life, LLC, a wholly-owned subsidiary of GWG Holdings (“GWG Life”), as lender, providing for a loan in a principal amount of $192.5 million (the “Commercial Loan”). The principal amount under the Commercial Loan Agreement bore interest at 5.00% per year, compounded annually. One-half one-half In connection with the Decoupling Transactions, on November 26, 2021, GWG Holdings and BCG executed a payoff letter for the Commercial Loan Agreement pursuant to which BCG repaid the entire outstanding principal balance of the Commercial Loan Agreement of $202.3 million plus accrued interest of $5.8 million, by issuing to GWG Life 19,250,795 Common Units. The payoff of the Commercial Loan Agreement was accounted for as a debt extinguishment in accordance with ASC 470. Accordingly, BCG recorded a $14.6 million loss on extinguishment related to the payoff for the year ended December 31, 2021, which is reflected in the loss on extinguishment of debt line item on the consolidated statements of comprehensive income (loss). The loss on extinguishment represents the difference between the carrying value of the Commercial Loan Agreement at payoff of $192.8 million, net of an unamortized discount of $15.3 million, and the fair value of the Commercial Loan Agreement of $207.4 million, which was determined to have the most readily determinable fair value at the time of the nonmonetary transaction. Unit Purchase Agreement On July 15, 2020, the Company entered into a Preferred Series C Unit Purchase Agreement (“UPA”) with GWG Holdings (acting through a then constituted special committee of the Board of Directors of GWG Holdings). Pursuant to the UPA, and provided it has adequate liquidity, GWG Holdings agreed to make capital contributions from time to time to BCH in exchange for Preferred Series C Unit accounts of BCH during a period which commenced on the date of the UPA and continued until November 29, 2021, when Ben ceased to be a consolidated subsidiary of GWG Holdings. During the years ended December 31, 2021 and December 31, 2020, BCH issued $14.8 million and $130.2 million, respectively, of Preferred Series C related to this agreement for cash consideration of equal value. The Company redeemed $14.8 million of Preferred Series C during the year ended December 31, 2021 for cash consideration of equal value. Option Agreement Conversion Effective August 11, 2020, as a result of the Exchange Agreement entered into by the parties on December 31, 2019, and the mutual agreement of the parties, the Option Agreement was exercised under the provisions of the Option Agreement. As such, GWG Holdings received $57.5 million of BCG Common Units at a price per unit equal to $12.50. The exercise of the Option Agreement decreased other liabilities and increased common units outstanding. Collateral Swap On September 30, 2020, certain of the Customer ExAlt Trusts (collectively, the “Participating Customer ExAlt Trusts”), at the sole direction of the independent trustee of each such trust, with the intention of protecting the value of certain assets of the Participating Customer ExAlt Trusts underlying part of the Collateral portfolio, the Participating Customer ExAlt Trusts entered into that certain Contribution and Exchange Agreement with certain of the 2017-18 LiquidTrust Promissory Note Repayment On May 31, 2019, certain LiquidTrusts executed a Promissory Note (the “Promissory Note”) with GWG Life (acting through a then constituted special committee of the Board of Directors of GWG Holdings) for a principal amount of $65.0 million. On September 30, 2020, GWG Holdings, GWG Life (which, collectively with GWG Holdings, acted through a then constituted special committee of the Board of Directors of GWG Holdings), and the Borrowers agreed to the repayment of the Promissory Note and any related accrued interest for a $75.0 million BCH Preferred C.1 Unit Account that BCG issued to the Borrowers. The Company determined the fair value of the BCH Preferred C.1 was $71.2 million as of September 30, 2020. The carrying value of the Promissory Note on September 30, 2020, with accrued and unpaid interest thereon, was $65.1 million. Accordingly, the difference between the fair value of the BCH Preferred C.1 and the carrying value of the settled debt was settled between equity holders. Additionally, as a result of the change in ownership of BCG while BCG retained a controlling interest in BCH, a rebalancing of the noncontrolling interests was performed in accordance with ASC 810-10, Consolidation — Overall |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | 6. Fair Value Measurements Fair value is estimated based on a hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are inputs that reflect the assumptions that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels whereby the highest priority is given to Level 1 inputs and the lowest to Level 3 inputs. • Level 1—Quoted prices for identical instruments in active markets that the reporting entity has the ability to access as of the measurement date. • Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable market data. • Level 3—Valuations for instruments with inputs that are significant and unobservable, are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and are not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such instruments. This hierarchy requires the use of observable market data when available. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Investments that are valued using NAV as a practical expedient are excluded from this hierarchy. As of June 30, 2023 and March 31, 2023, the fair value of these investments using the NAV per share practical expedient was $374.6 million and $385.9 million, respectively. During the three months ended June 30, 2023 and 2022, a $0.5 million gain and $25.1 million loss, respectively, were recognized from changes in NAV, which are recorded within the investment income (loss), net, line item of our consolidated statements of comprehensive income (loss). Financial instruments on a recurring basis The Company’s financial assets and liabilities carried at fair value on a recurring basis, including the level in the fair value hierarchy, on June 30, 2023 and March 31, 2023 are presented below. As of June 30, 2023 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Public equity securities $ 5,051 $ — $ — $ 5,051 Put options 1,663 — — 1,663 Debt securities available-for-sale Corporate debt securities (L Bonds) — 78,007 — 78,007 Other debt securities — 998 2,183 3,181 Liabilities: Warrant liability 1,128 — — 1,128 Prepaid forward liability 92 — — 92 Derivative liability — — 2,095 2,095 As of March 31, 2023 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Public equity securities $ 8,837 $ — $ — $ 8,837 Put options 3,991 — — 3,991 Debt securities available-for-sale Corporate debt securities (L Bonds) — 73,822 — 73,822 Other debt securities — 998 2,078 3,076 Liabilities: Derivative liability — — 3,513 3,513 A reconciliation of gain (loss) on financial instruments, net for each of the periods presented herein is included in the tables below (in thousands): Three Months Ended June 30, 2023 2022 Public equity securities: Related party equity securities $ (3,566 ) $ (14,805 ) Other public equity securities (220 ) (514 ) Put options (2,328 ) 1,764 Warrant liability 1,485 — Prepaid forward liability (92 ) — Derivative liability 1,418 (1,475 ) Other equity securities (158 ) 3,010 Gain (loss) on financial instruments, net $ (3,461 ) $ (12,020 ) The following is a description of the valuation methodologies used for financial instruments measured at fair value on a recurring basis: Investment in debt securities available-for-sale Corporate debt securities. Other debt securities. Fair Value Valuation Methodology Unobservable Inputs Range Weighted Average June 30, 2023 $ 2,183 Market Approach Enterprise value-to-revenue 0.2x - 18.9x 1.74x March 31, 2023 $ 2,078 Market Approach Enterprise value-to-revenue 0.2x - 18.9x 1.74x The following table reconciles the beginning and ending fair value of our Level 3 other debt securities: (Dollars in thousands) Three Months Ended June 30, 2023 2022 Beginning balance $ 2,078 $ 3,000 Gains (losses) recognized in accumulated other comprehensive income (loss) (1) 105 (52 ) Ending balance $ 2,183 $ 2,948 (1) Recorded in unrealized gain (loss) on available-for-sale Derivative liability The fair value of the contingent interest feature derivative liability, as discussed in Note 7, is estimated using industry standard valuation models. Level 3 inputs were utilized to value the expected future cash flows from the portfolio held by the Customer ExAlt Trust and included the use of present value techniques employing cash flow estimates and incorporated assumptions that marketplace participants would use in estimating fair values. Specifically, the model includes assumptions related to i) equity market risk premiums, ii) alternative asset beta to public equities, iii) NAVs, iv) volatilities, v), distribution rates, and vi) market discount rates. These expected future cash flows were bifurcated between base cash flows and enhanced return cash flows (i.e., the contingent interest) and then the enhanced cash flows were further discounted to arrive at the fair value for the contingent interest feature derivative liability. In instances where reliable market information was not available, management used historical market data proxies and assumptions to determine a reasonable fair value. The following table provides quantitative information about the significant unobservable inputs used in the fair value measurement of the Level 3 derivative liability at inception and period end (dollars in thousands): Fair Value Valuation Methodology Unobservable Inputs Range of Targets June 30, 2023 $ 2,095 Discounted cash flow Alternative asset beta to equity markets 0.42 - 1.67 Alternative asset market discount rate 0.10 Distribution rate 0.03 - 0.06 Equity market risk premiums 0.07 Net asset value volatilities 0.09 - 0.84 Enhanced return discount rate 0.12 March 31, 2023 $ 3,513 Discounted cash flow Alternative asset beta to equity markets 0.42 - 1.67 Alternative asset market discount rate 0.10 Distribution rate 0.03 - 0.06 Equity market risk premiums 0.07 Net asset value volatilities 0.09 - 0.84 Enhanced return discount rate 0.12 The following table reconciles the beginning and ending fair value of our Level 3 derivative liability: Three Months Ended June 30, 2023 2022 Beginning balance $ 3,513 $ 8,108 (Gains) losses recognized in earnings (1) (1,418 ) 1,475 Ending balance $ 2,095 $ 9,583 (1) Recorded in (Gain) loss on financial instruments, net. There have been no transfers between levels for any assets or liabilities recorded at fair value on a recurring basis or any changes in the valuation techniques used for measuring the fair value as of June 30, 2023 and March 31, 2023, respectively. Financial instruments on a non-recurring Equity securities without a readily determinable fair value Certain of the Customer ExAlt Trusts hold investments in equity securities that do not have a readily determinable fair value. These equity securities are measured at cost, less impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or a similar investment of the same issuer. The Company classifies these assets as Level 2 within the fair value hierarchy. The value of these equity securities was $26.8 million and $21.6 million as of June 30, 2023 and March 31, 2023, respectively. Additionally, as of June 30, 2023, one security has cumulative upward adjustments of $10.8 million based upon observable price changes, including a recent equity offering and stock to stock transactions. No such adjustments were made during the three months ended June 30, 2023. Goodwill During the first fiscal quarter of 2024, primarily as a result of a significant, sustained decline in our Class A common stock price and the Company’s related market capitalization, we concluded that it was more likely than not that the fair value of our reporting units was below their carrying amount and resulted in us performing an interim impairment assessment. As a result, we wrote the carrying value of the Ben Liquidity and Ben Custody reporting units down to its estimated fair value and recognized a non-cash The Company computed the fair value of each reporting unit by computing the overall enterprise value of the Company by valuing its various equity instruments, primarily based on the Class A common stock price per share. The overall enterprise value was allocated to each reporting units using the discounted cash flow method to estimate the relative value of each reporting unit based on their future cash flows using a multi-year forecast, and a terminal value calculated using a long-term growth rate that was informed based on our industry, analyst reports of a public company peer set, current and expected future economic conditions and management expectations. The discount rate used to discount these future cash flows was determined using a capital asset pricing model based on the market value of equity of a public company peer set, adjusted for risk characteristics and expectations specific to the reporting unit, combined with an assessment of the cost of debt. The discount rates used for each reporting unit in the June 30, 2023 impairment analysis ranged from 24.8% to 25.6%, and the Company applied a terminal year long-term growth rate of 3.0% for each reporting unit. Subsequent to the impairment, there was no excess of reporting unit fair value over carrying value for Ben Liquidity or Ben Custody. One reporting unit (Ben Markets) had a negative carrying amount of net assets as of June 30, 2023 and goodwill of approximately $9.9 million. The change in goodwill at each reporting unit was as follows: March 31, 2023 Impairment June 30, 2023 Ben Liquidity $ 1,725,880 $ (901,000 ) $ 824,880 Ben Custody 594,219 (195,305 ) 398,914 Ben Insurance 37,942 — 37,942 Ben Markets 9,885 — 9,885 Total Goodwill $ 2,367,926 $ (1,096,305 ) $ 1,271,621 There were no other assets or liabilities measured at fair value on a non-recurring Carrying amounts and estimated fair values The estimated fair value of financial instruments, whether or not recognized in the consolidated statements of financial condition, for which it is practicable to estimate those values, are disclosed below. These fair value estimates are determined based on relevant market information and information about the financial instruments. Fair value estimates are intended to represent the price at which an asset could be sold or the price at which a liability could be transferred. However, our estimates of many of these fair values are subjective in nature, involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimated values. Nonfinancial instruments are excluded from disclosure requirements. The carrying amounts and estimated fair values of the Company’s financial instruments not recorded at fair value as of June 30, 2023 and March 31, 2023, were as noted in the table below: As of June 30, 2023 (Dollars in thousands) Level in Fair Carrying Amount Estimated Fair Financial assets: Cash and cash equivalents 1 $ 3,057 $ 3,057 Restricted cash 1 821 821 Financial liabilities: Customer ExAlt Trusts loan payable, net 2 49,529 54,986 Debt due to related parties 2 100,072 96,558 Accounts payable and accrued expenses 1 93,413 93,413 As of March 31, 2023 (Dollars in thousands) Level in Fair Carrying Amount Estimated Fair Financial assets: Cash and cash equivalents 1 $ 8,726 $ 8,726 Restricted cash 1 819 819 Financial liabilities: Customer ExAlt Trusts loan payable, net 2 52,129 56,635 Debt due to related parties 2 99,314 96,465 Accounts payable and accrued expenses 1 65,724 65,724 | 6. Fair Value Measurements Fair value is estimated based on a hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are inputs that reflect the assumptions that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels whereby the highest priority is given to Level 1 inputs and the lowest to Level 3 inputs. • Level 1 — Quoted prices for identical instruments in active markets that the reporting entity has the ability to access as of the measurement date. • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable market data. • Level 3 — Valuations for instruments with inputs that are significant and unobse rvab This hierarchy requires the use of observable market data when available. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Investments that are valued using NAV as a practical expedient are excluded from this hierarchy. As of March 31, 2023 and March 31, 2022, the fair value of these investments using the NAV per share practical expedient was $385.9 million and $524.9 million, respectively. During the year ended March 31, 2023, the three months ended March 31, 2022, and years ended December 31, 2021 and 2020, losses of $54.0 million and $10.8 million, gains of $15.5 million, and losses of $17.6 million, respectively, were recognized from changes in NAV, which are recorded within the investment income (loss), net, line item of our consolidated statements of comprehensive income (loss). Financial instruments on a recurring basis The Company’s financial assets and liabilities carried at fair value on a recurring basis, including the level in the fair value hierarchy, on March 31, 2023 and March 31, 2022 are presented below. As of March 31, 2023 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Public equity securities $ 8,837 $ — $ — $ 8,837 Put options 3,991 — — 3,991 Debt securities available-for-sale Corporate debt securities (L Bonds) — 73,822 — 73,822 Other debt securities — 998 2,078 3,076 Liabilities: Derivative liability — — 3,513 3,513 As of March 31, 2022 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Public equity securities $ 69,769 $ — $ — $ 69,769 Debt securities available-for-sale Corporate debt securities (L Bonds) — 74,295 — 74,295 Other debt securities — 998 3,000 3,998 Liabilities: Derivative liability — — 8,108 8,108 A reconciliation of gain (loss) on financial instruments, net for each of the periods presented herein is included in the tables below (in thousands): Year Ended Three Months Ended Year Ended 2023 2022 2021 2021 2020 (unaudited) Public equity securities Related party equity securities $ (63,536 ) $ (56,011 ) $ — $ 37,012 $ (22,913 ) Other public equity securities 523 — — — — Put options (3,460 ) — (2,180 ) (5,175 ) (7,757 ) Derivative liability 4,595 — — — — Other equity securities 10,457 — — — — Gain (loss) on financial instruments, net $ (51,421 ) $ (56,011 ) $ (2,180 ) $ 31,837 $ (30,670 ) The following is a description of the valuation methodologies used for financial instruments measured at fair value on a recurring basis: Investment in debt securities available-for-sale Corporate debt securities (L Bonds). Other debt securities. Fair Value Valuation Unobservable Inputs Range Weighted March 31, 2023 $2,078 Market Approach Enterprise value-to-revenue 0.2x – 18.9x 1.74x March 31, 2022 $3,000 Market Approach Enterprise value-to-revenue 0.2x – 18.9x 1.73x The following table reconciles the beginning and ending fair value of our Level 3 other debt securities: (Dollars in thousands) Year Ended Three Months Year Ended 2023 2022 2021 2020 Beginning balance $ 3,000 $ 3,000 $ 1,687 $ — Initial fair value of financial instrument — — — 1,687 Gains (losses) recognized in accumulated other comprehensive income (loss) (1) (922 ) — 1,313 — Ending balance $ 2,078 $ 3,000 $ 3,000 $ 1,687 (1) Recorded in unrealized gain (loss) on available-for-sale Derivative liability The fair value of the contingent interest feature derivative liability, as discussed in Note 10, is estimated using industry standard valuation models. Level 3 inputs were utilized to value the expected future cash flows from the portfolio held by the Customer ExAlt Trust and included the use of present value techniques employing cash flow estimates and incorporated assumptions that marketplace participants would use in estimating fair values. Specifically, the model includes assumptions related to i) equity market risk premiums, ii) alternative asset beta to public equities, iii) NAVs, iv) volatilities, v), distribution rates, and vi) market discount rates. These expected future cash flows were bifurcated between base cash flows and enhanced return cash flows (i.e., the contingent interest) and then the enhanced cash flows were further discounted to arrive at the fair value for the contingent interest feature derivative liability. In instances where reliable market information was not available, management used historical market data proxies and assumptions to determine a reasonable fair value. The following table provides quantitative information about the significant unobservable inputs used in the fair value measurement of the Level 3 derivative liability at period end (dollars in thousands): Fair Value Valuation Methodology Unobservable Inputs Range of Targets March 31, 2023 $3,513 Discounted cash flow Alternative asset beta to equity markets 0.42 – 1.67 Alternative asset market discount rate 0.10 Distribution rate 0.03 – 0.06 Equity market risk premiums 0.07 Net asset value volatilities 0.09 – 0.84 Enhanced return discount rate 0.12 March 31, 2022 $8,108 Discounted cash flow Alternative asset beta to equity markets 0.51 – 1.69 Alternative asset market discount rate 0.08 Distribution rate 0.03 – 0.07 Equity market risk premiums 0.08 Net asset value volatilities 0.09 – 0.38 Enhanced return discount rate 0.12 The following table reconciles the beginning and ending fair value of our Level 3 derivative liability: Year Ended Three Months Beginning balance $ 8,108 $ — Initial fair value of financial instrument — 8,108 (Gains) losses recognized in earnings (1) (4,595 ) — Ending balance $ 3,513 $ 8,108 (1) Recorded in (gain) loss on financial instruments, net. Repurchase options Repurchase options were fair valued using a Black-Scholes option pricing model with a time-dependent strike price for the repurchase price. The option pricing model has assumptions related to a period of restricted exercise price, dividend yield, underlying NAVs, alternative asset growth rates, volatilities, and market discount rate. The Company uses Level 3 inputs for its fair value estimates. The unrealized impact of this Level 3 measurement on earnings is reflected in investment income (loss). The following table reconciles the beginning and ending fair value of our Level 3 repurchase options: Year Ended (Dollars in thousands) Beginning balance $ (61,664 ) Total gain in earnings 61,664 Ending balance $ — The repurchase options, all of which were unexercised, expired during the third and fourth quarters of 2020, which is recognized in the investment income line item of the consolidated statements of comprehensive income (loss). There have been no transfers between levels for any assets or liabilities recorded at fair value on a recurring basis or any changes in the valuation techniques used for measuring the fair value as of March 31, 2023 and March 31, 2022, respectively. Financial instruments on a non-recurring In connection with the Ben LPA and BCH LPA and related modifications to equity securities issued as described in Note 13, certain of the Company’s equity securities, including noncontrolling interests, were measured at fair value as of December 1, 2021 using Level 3 measurement methodologies. To determine the fair value of the equity securities, the Company used a linear interpolation method between two valuation dates, which were each valued using third-party market transactions involving the Company’s equity securities. The total enterprise value was then allocated to the various classes of equity based on the security class preference. The following table provides information regarding the unobservable inputs utilized in determining the fair value of the non-recurring (Dollars in thousands) Level 3 Class Fair Value at Valuation Technique Unobservable Input Target Preferred A.0 $ 249,907 Interpolation Discount rate 28.26 % Preferred rate of return 6.00 % Preferred A.1 $ 961,801 Interpolation Discount rate 29.26 % Preferred rate of return 5.78 % Growth rate 4.00 % Preferred B.2 $ 358,515 Interpolation Discount rate 29.30 % Preferred rate of return 5.09 % Growth rate 4.00 % Equity securities without a readily determinable fair value Certain of the Customer ExAlt Trusts hold investments in equity securities that do not have a readily determinable fair value. These equity securities are measured at cost, less impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or a similar investment of the same issuer. The Company classifies these assets as Level 3 within the fair value hierarchy. The value of these equity securities was $21.6 million and $1.2 million as of March 31, 2023 and March 31, 2022, respectively. The increase in value is primarily due to new investments held as of March 31, 2023 that were not held as of March 31, 2022. Additionally, during the year ended March 31, 2023, one security received an upward adjustment of $10.8 million based upon observable price changes, including a recent equity offering and stock to stock transactions. Such adjustment also represents the cumulative adjustment. There were no other assets or liabilities measured at fair value on a non-recurring Carrying amounts and estimated fair values The estimated fair value of financial instruments, whether or not recognized in the consolidated statements of financial condition, for which it is practicable to estimate those values, are disclosed below. These fair value estimates are determined based on relevant market information and information about the financial instruments. Fair value estimates are intended to represent the price at which an asset could be sold or the price at which a liability could be transferred. However, given there is no active market or observable market transactions for many of Ben’s financial instruments, our estimates of many of these fair values are subjective in nature, involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimated values. Nonfinancial instruments are excluded from disclosure requirements. The carrying amounts and estimated fair values of the Company’s financial instruments not recorded at fair value as of March 31, 2023 and March 31, 2022, were as noted in the table below: As of March 31, 2023 (Dollars in thousands) Level in Fair Value Carrying Estimated Fair Financial assets: Cash and cash equivalents 1 $ 8,726 $ 8,726 Restricted cash 1 819 819 Financial liabilities: Customer ExAlt Trusts loan payable, net 2 52,129 56,635 Debt due to related parties 2 99,314 96,465 Accounts payable and accrued expenses 1 65,724 65,724 As of March 31, 2022 (Dollars in thousands) Level in Fair Value Carrying Estimated Fair Financial assets: Cash and cash equivalents 1 $ 70,588 $ 70,588 Restricted cash 1 5,517 5,517 Financial liabilities: Customer ExAlt Trusts loan payable, net 2 65,674 64,811 Debt due to related parties 2 105,917 119,036 Accounts payable and accrued expenses 1 37,332 37,332 |
Customer ExAlt Trust Loan Payab
Customer ExAlt Trust Loan Payable | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Customer ExAlt Trust Loan Payable | 7. Customer ExAlt Trust Loan Payable On March 24, 2022, Ben Liquidity transferred a $72.5 million ExAlt Loan to a third-party in return for $72.5 million of cash. The loan participation transaction resulted in a third party now holding the transferred ExAlt Loan, which was previously eliminated in consolidation against the loan payable issued by a Customer ExAlt Trust for financial reporting purposes. Accordingly, the loan payable issued by the Customer ExAlt Trusts is no longer eliminated upon consolidation for financial reporting purposes and is reflected in the Customer ExAlt Trust loan payable line item on the consolidated statements of financial condition. The Customer ExAlt Trust loan payable does not have scheduled principal or interest payments due prior to its maturity date of December 7, 2033. Prepayment of the loans, in whole or in part, is permitted without premium or penalty. A pro-rata pro-rata The Customer ExAlt Trust loan payable bears interest at 12% per annum. The loan agreement includes a contingent interest feature whereby additional interest could be owed up to a maximum rate of 21% under certain circumstances, dependent principally on the cash flows generated by the pro rata portion of the underlying collateral. As the contingent interest feature is not based on creditworthiness, such feature is not clearly and closely related to the host instrument and is therefore bifurcated and recognized as a derivative liability with a resulting debt discount at inception. The fair value of the contingent interest derivative liability was $2.1 million and $3.5 million as of June 30, 2023 and March 31, 2023, respectively, and is recognized as a component of the Customer ExAlt Trust loan payable in the consolidated statements of financial condition. The related net gain of $1.4 million and net loss of $1.5 million is reflected in gain (loss) on financial instruments As of June 30, 2023 and March 31 paid-in-kind, | 10. Customer ExAlt Trust Loan Payable On March 24, 2022, Ben Liquidity transferred a $72.5 million ExAlt Loan to a third-party in return for $72.5 million of cash. The loan participation transaction resulted in a third party now holding the transferred ExAlt Loan, which was previously eliminated in consolidation against the loan payable issued by a Customer ExAlt Trust for financial reporting purposes. Accordingly, the loan payable issued by the Customer ExAlt Trusts is no longer eliminated upon consolidation for financial reporting purposes and is reflected in the Customer ExAlt Trust loan payable line item on the consolidated statements of financial condition. The Customer ExAlt Trust loan payable does not have scheduled principal or interest payments due prior to its maturity date of December 7, 2033. Prepayment of the loans, in whole or in part, is permitted without premium or penalty. A pro-rata pro-rata The Customer ExAlt Trust loan payable bears interest at 12% per annum. The loan agreement includes a contingent interest feature whereby additional interest could be owed up to a maximum rate of 21% under certain circumstances, dependent principally on the cash flows generated by the pro rata portion of the underlying collateral. As the contingent interest feature is not based on creditworthiness, such feature is not clearly and closely related to the host instrument and is therefore bifurcated and recognized as a derivative liability with a resulting debt discount at inception. The fair value of the contingent interest derivative liability was $3.5 million and $8.1 million as of March 31, 2023 and March 31, 2022, respectively, and is recognized as a component of the Customer ExAlt Trust loan payable in the consolidated statements of financial condition. The related net gain of $4.6 million is reflected in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss) for the year ended March 31, 2023. No gain or loss was recognized during the three months ended March 31, 2022. The amortization of the debt discount, which is reflected as a component of interest expense in the consolidated statements of comprehensive income (loss), was $1.7 million and $0.9 million for the year ended March 31, 2023, and the three months ended March 31, 2022, respectively. As of March 31, 2023 and March 31, 2022, the outstanding principal, including interest paid-in-kind, |
Debt Due to Related Parties, Ne
Debt Due to Related Parties, Net | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Debt Due to Related Parties, Net | 8. Debt Due to Related Parties As of June 30, 2023 and March 31, 2023, the Company’s debt due to related parties consisted of the following: (Dollars in thousands) June 30, 2023 March 31, 2023 First Lien Credit Agreement $ 21,866 $ 21,350 Second Lien Credit Agreement 75,063 73,291 Other borrowings 2,102 2,076 Unamortized debt premiums 1,041 2,597 Total debt due to related parties $ 100,072 $ 99,314 First and Second Lien Credit Agreements On August 13, 2020, Ben, through its subsidiary Beneficient Capital Company II, L.L.C. (formerly known as Beneficient Capital Company, L.L.C.) (“BCC”), executed the Second Amended and Restated First Lien Credit Agreement (“First Lien Credit Agreement”) and the Second Amended and Restated Second Lien Credit Agreement (“Second Lien Credit Agreement”) collectively, (the “Second A&R Agreements”) with its lender, HCLP Nominees, L.L.C (“HCLP” or the “lender”), to amend its First Lien Credit Agreement and Second Lien Credit Agreement dated September 1, 2017 and December 28, 2018, respectively. The Second A&R Agreements have been further amended from time to time to extend the maturity date and defer principal and interest payments, among other things. In connection with the amendments to the Second A&R Agreements, Ben agreed to pay extension fees on a percentage of the amount outstanding under the credit agreements as of the date of the respective amendment. The interest rate on each loan under the Second A&R Agreements is 1-month As part of Ben’s formative transactions in 2017, the First Lien Credit Agreement proceeds were loaned by HCLP to a subsidiary of Ben. Ben’s subsidiary then loaned the amount on to the Customer ExAlt Trusts so that the Customer ExAlt Trusts could acquire investments in alternative assets purchased from certain other constituent trusts of the formative ExAlt Plan TM “2017-18 On March 24, 2022, Ben executed Consents and Amendments No. 4 to the Second A&R Agreements with its lender, which, among other things, (i) deferred the payment of accrued and unpaid interest to March 24, 2022, (ii) evidenced the terms agreed to in the December 1, 2021 term sheet discussed above, (iii) extended the maturity date of the loans to August 31, 2023, and (iv) established revised installment payments for each loan of $5.0 million due on May 10, 2022, August 10, 2022, December 10, 2022, and March 10, 2023, so long as each payment does not cause the Company to incur a going concern, and (v) amended the occurrence of an event of default to require notice from HCLP on almost all potential defaults listed under the Second A&R Agreements. In addition, Ben agreed to pay fees totaling approximately 6.5% of the outstanding principal before giving effect to the amendments. During the three months ended June 30, 2023 and 2022, no deferred financing costs were paid to the lender. Through June 30, 2023, all required principal and interest payments due under the Second A&R Agreements have been paid. On February 15, 2023, Ben executed those certain Amendment No. 5 to Second Amended and Restated Credit Agreement and Consent and Amendment No. 5 to Second Amended and Restated Second Lien Credit Agreement with HCLP, pursuant to which, as required by Amendments No. 4, certain Ben subsidiaries became subsidiary guarantors and entered into those certain Amended and Restated Security and Pledge Agreement (First Lien) and Amended and Restated Security and Pledge Agreement (Second Lien), that certain first lien Guaranty and that certain second lien Guaranty. On June 5, 2023, BCH, entered into those certain Consent and Amendment No. 6 to Second Amended and Restated Credit Agreement, which amended the First Lien Credit Agreement, and Consent and Amendment No. 6 to Second Amended and Restated Second Lien Credit Agreement (collectively, the “Sixth Amendments”), which amended the Second Lien Credit Agreement, each among BCH, HCLP and the other parties thereto. Among other things, the Sixth Amendments (i) allowed for the consummation of the Transactions pursuant to the Business Combination Agreement, and effective as June 7, 2023 (ii) amended the definition of “Change of Control” (as defined therein), and (iii) provided that Beneficient will be the “Parent” thereunder. In connection with the Second A&R Agreements, Beneficient Holdings, Inc. (“BHI”), which owns a majority of the Class S Ordinary Units, BCH Preferred A.1, and FLP Subclass 1 Unit Accounts issued by BCH, will grant certain tax-related tax-related The Second A&R Agreements and ancillary documents contain covenants that (i) prevent Ben from issuing any securities senior to the BCH Preferred A.0 or BCH Preferred A.1 Unit Accounts; (ii) prevent Ben from incurring additional debt or borrowings greater than $10.0 million, other than trade payables, while the loans are outstanding; and (iii) prevent, without the written consent of the lender, GWG Holdings from selling, transferring, or otherwise disposing of any BCH Preferred A.1 held as of May 15, 2020, other than to its subsidiary GWG DLP Funding V, LLC. As of June 30, 2023, the Company was in compliance with all covenants. Maturities of principal on the debt due to related parties, reflecting the amendments to such maturity dates as discussed in Note 19, Subsequent Events, for the next five fiscal years ending March 31 are as follows: (Dollars in thousands) Debt Due to Related Parties 2024 $ — 2025 23,968 2026 — 2027 — 2028 75,063 | 11. Debt Due to Related Parties As of March 31, 2023 and March 31, 2022, the Company’s debt due to related parties consisted of the following: (Dollars in thousands) March 31, March 31, First Lien Credit Agreement $ 21,350 $ 21,298 Second Lien Credit Agreement 73,291 73,120 Other borrowings 2,076 2,747 Unamortized debt premiums 2,597 8,752 Total debt due to related parties $ 99,314 $ 105,917 First and Second Lien Credit Agreements On August 13, 2020, Ben, through its subsidiary Beneficient Capital Company II, L.L.C. (formerly known as Beneficient Capital Company, L.L.C.) (“BCC”), executed the Second Amended and Restated First Lien Credit Agreement (“First Lien Credit Agreement”) and the Second Amended and Restated Second Lien Credit Agreement (“Second Lien Credit Agreement”) collectively, (the “Second A&R Agreements”) with its lender, HCLP Nominees, L.L.C (“HCLP” or the “lender”), to amend its First Lien Credit Agreement and Second Lien Credit Agreement dated September 1, 2017 and December 28, 2018, respectively. The Second A&R Agreements have been further amended from time to time to extend the maturity date and defer principal and interest payments, among other things. In connection with the amendments to the Second A&R Agreements, Ben agreed to pay extension fees on a percentage of the amount outstanding under the credit agreements as of the date of the respective amendment. The interest rate on each loan under the Second A&R Agreements is 1-month As part of Ben’s formative transactions in 2017, the First Lien Credit Agreement proceeds were loaned by HCLP to a subsidiary of Ben. Ben’s subsidiary then loaned the amount on to the Customer ExAlt Trusts so that the Customer ExAlt Trusts could acquire investments in alternative assets purchased from certain other constituent trusts of the formative ExAlt Plan ™ of which MHT Financial was named the beneficiary (such trusts, the “2017-18 Exchange Trusts”). Refer to the Common Units section of Note 13 for further information. As discussed in Note 16, the balance of this related party debt at the time of Ben’s September 1, 2017 commencement of Ben’s commercial operations reduced the balance of the preferred equity held by Ben’s founders. On December 1, 2021, Ben executed a binding term sheet with HCLP, in which HCLP agreed to return up to $20.0 million of principal and interest payments (the “Returned Amount”) previously made by BCG pursuant to the Second A&R Agreements. The Returned Amount was applied to, and increased the outstanding principal balance of, the First Lien Credit Agreement. HCLP returned $17.95 million to BCG on December 1, 2021, and the remainder of the Returned Amount is available for return to BCG at its discretion. BCH used a portion of such payment to redeem GWG Holdings’ Preferred C.0 Unit Accounts as further described in Note 13. BCG agreed to pay HCLP an amendment fee of $1.0 million as well as HCLP’s legal fees incurred in connection with the amendment. On March 24, 2022, Ben executed Consents and Amendments No. 4 to the Second A&R Agreements with its lender, which, among other things, (i) deferred the payment of accrued and unpaid interest to March 24, 2022, (ii) evidenced the terms agreed to in the December 1, 2021 term sheet discussed above, (iii) extended the maturity date of the loans to August 31, 2023, and (iv) established revised installment payments for each loan of $5.0 million due on May 10, 2022, August 10, 2022, December 10, 2022, and March 10, 2023, so long as each payment does not cause the Company to incur a going concern, and (v) amended the occurrence of an event of default to require notice from HCLP on almost all potential defaults listed under the Second A&R Agreements. In addition, Ben agreed to pay fees totaling approximately 6.5% of the outstanding principal before giving effect to the amendments. During the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020, Ben paid nil, $8.6 million, $1.1 million, and $3.2 million, respectively, in deferred financing costs to the lender. Through March 31, 2023, all required principal and interest payments due under the Second A&R Agreements have been paid. In connection with the term sheet executed on December 1, 2021 and Consents and Amendments No. 4 to the Second A&R Agreements, Ben recorded a $19.5 million loss on extinguishment of debt during the year ended December 31, 2021, which is reflected in the loss on extinguishment of debt line item on the consolidated statements of comprehensive income (loss). On February 15, 2023, Ben executed those certain Amendment No. 5 to Second Amended and Restated Credit Agreement and Consent and Amendment No. 5 to Second Amended and Restated Second Lien Credit Agreement with HCLP, pursuant to which, as required by Amendments No. 4, certain Ben subsidiaries became subsidiary guarantors and entered into those certain Amended and Restated Security and Pledge Agreement (First Lien) and Amended and Restated Security and Pledge Agreement (Second Lien), that certain first lien Guaranty and that certain second lien Guaranty. In connection with the Second A&R Agreements, Beneficient Holdings, Inc. (“BHI”), which owns a majority of the Class S Ordinary Units, BCH Preferred A.1, and FLP Subclass 1 Unit Accounts issued by BCH, will grant certain tax-related tax-related The Second A&R Agreements and ancillary documents contain covenants that (i) prevent Ben from issuing any securities senior to the BCH Preferred A.0 or BCH Preferred A.1 Unit Accounts; (ii) prevent Ben from incurring additional debt or borrowings greater than $10.0 million, other than trade payables, while the loans are outstanding; and (iii) prevent, without the written consent of the lender, GWG Holdings from selling, transferring, or otherwise disposing of any BCH Preferred A.1 held as of May 15, 2020, other than to its subsidiary GWG DLP Funding V, LLC. As of March 31, 2023, the Company was in compliance with all covenants. Maturities of principal on the debt due to related parties for the next five fiscal years ending March 31 are as follows: (Dollars in thousands) Debt Due to 2023 $ — 2024 94,641 2025 2,076 2026 — 2027 — |
Share-based Compensation
Share-based Compensation | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Share-based Compensation | 9. Share-based Compensation As of June 30, 2023 and March 31, 2023, the Company has outstanding share-based awards under the Beneficient Management Partners, L.P. (“BMP”) Equity Incentive Plan, the 2023 Incentive Plan, and BCH Preferred A.1 Unit Accounts, as more fully described below. BMP Equity Incentive Plan The Board of Directors of Ben Management, Ben’s general partner prior to the Conversion, adopted the BMP Equity Incentive Plan in 2019. Under the BMP Equity Incentive Plan, certain directors and employees of Ben are eligible to receive equity units in BMP, an entity affiliated with the Board of Directors of Ben Management, in return for their services to Ben. The BMP equity units eligible to be awarded to employees is comprised of BMP’s Class A Units and/or BMP’s Class B Units (collectively, the “BMP Equity Units”). The BMP Equity Units include awards that fully vest upon grant and awards that are subject to service-based vesting of a four-year period from the date of hire. Expense associated with the vesting of these awards is based on the fair value of the BMP Equity Units on the date of grant. Compensation cost is recognized for the granted awards on a straight-line basis using the graded vesting method, and forfeitures are accounted for at the time that such forfeitures occur. Expense recognized for these awards is specially allocated to certain holders of redeemable noncontrolling interests. The fair value of the BMP Equity Units was determined on the grant-date using a probability-weighted discounted cash flow analysis. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. The resultant probability-weighted cash flows are then discounted using a rate that reflects the uncertainty surrounding the expected outcomes, which the Company believes is appropriate and representative of a market participant assumption, and for lack of marketability given the underlying units of the awards are not publicly traded. The table below summarizes the key inputs used in the valuation of the BMP Equity Units granted during each of the periods ended below: Range of Targets Unobservable Inputs Three months ended June 30, 2023 Three months ended June 30, 2022 Expected term in years 4 4 Discount rate 32.1 % 32.1 % Discount for lack of marketability 23.1 % 23.1 % Long-term growth rate (after discrete projection period) 2.5 % 2.5 % The expected term represents the average estimated time that a recipient will be an employee of Ben and thus eligible to participate fully in the BMP Equity Incentive Plan. The discount rate is based on a modified capital asset pricing model, which includes certain observable market inputs and other data for an identified group of comparable public companies. The discount for lack of marketability is based on a Finnerty put-option 2018 Ben Equity Incentive Plan The Ben Equity Incentive Plan was adopted in September 2018 (the “2018 Ben Equity Incentive Plan”). Under the 2018 Ben Equity Incentive Plan, Ben was permitted to grant equity awards in the form of restricted equity units (“REUs”), representing ownership interests in BCG Common Units. Effective as of the Conversion, the Company assumed obligations under the outstanding REUs under the 2018 Equity Incentive Plan and agreed to issue shares of Class A common stock upon settlement of such outstanding REUs. Settled awards under the 2018 Ben Equity Incentive Plan dilute BCG’s Common Unitholders. The total number of BCG Common Units that were issuable under the 2018 Ben Equity Incentive Plan was equivalent to 15% of the number of fully diluted BCG Common Units outstanding, subject to annual adjustment. All awards were classified in equity upon issuance. Following the Business Combination, no additional awards may be issued under the 2018 Equity Incentive Plan and all outstanding awards are settleable at a ratio of 1.25 shares of the Class A common stock for each restricted equity unit. During the third quarter of 2020, 515,000 units were granted to a senior partner director subject to a performance condition. The performance condition was met upon public listing in June 2023 and expense for vested units was recognized during the three months ended June 30, 2023. The recognition of the remaining compensation cost will be recognized over the remaining vesting period. Total recognized compensation cost related to these awards is approximately $5.2 million as of June 30, 2023. The originally granted units were increased at a rate of one-to-1.25 Effective April 1, 2022, Ben granted 513,533 REUs to employees and certain directors, 42,091 of which have been forfeited. Effective October 1, 2022, 40,180 REUs were granted to employees, of which, 5,240 have been forfeited. The performance condition for these awards was met upon public listing in June 2023 and expense for vested units was recognized during the three months ended June 30, 2023. The recognition of the remaining compensation cost will be recognized over the remaining vesting period. Total recognized compensation cost related to these awards is approximately $2.9 million as of June 30, 2023. The originally granted units were increased at a rate of one-to-1.25 2023 Incentive Plan On June 6, 2023, Company’s board of directors adopted the 2023 Incentive Plan, which was approved by the Company’s stockholders. Under the 2023 Incentive Plan, Ben is permitted to grant equity awards in the form of restricted stock units (“RSUs”). Subject to certain adjustments, the aggregate number of shares of Class A common stock expected to be issuable under the 2023 Incentive Plan in respect of awards will be equal to 15% of the aggregate number of fully diluted shares issued and outstanding, subject to quarterly adjustment. Settled awards under the 2023 Incentive Plan dilute common stockholders. All awards are classified in equity upon issuance. Awards are generally subject to service-based vesting over a multi-year period from the recipient’s grant date, though some awards may fully vest upon grant date, or be subject to performance conditions. While providing services to Ben, if applicable, certain of these awards are subject to minimum retained ownership rules requiring the award recipient to continuously hold RSUs equal to at least 15% of their cumulatively granted awards. Preferred Equity On April 1, 2022, a certain director was assigned BCH Preferred A.1 with a grant date of December 31, 2021 and having an account balance of $5.7 million (the “Initial Grant”). Further, effective as of April 3, 2022, the director was assigned additional BCH Preferred A.1 (the “Additional Grant” and together with the Initial Grant, the “BHI Grants”) with a grant date of December 31, 2021 and having an account balance of $3.8 million. The Initial Grant is subject to a service condition, which requires compensation cost to be recognized over the explicit, substantive service vesting period that extends after the grant date. The Additional Grant was fully vested upon issuance. In order to provide that certain director with cash to cover any tax liability arising from the BHI Grants, BCH and the director entered into a Unit Account Redemption Agreement, effective as of April 3, 2022, whereby BCH was required to purchase and redeem from that certain director all of the BCH Preferred A.1 granted to the director pursuant to the BHI Tax Grant for a purchase price of $3.8 million, in cash. Such redemption occurred in full on June 10, 2022. Commissions Certain of our employees’ commission compensation is in the form of common stock. Such shares granted to employees are subject to service-based vesting conditions over a multi-year period from the recipient’s grant date. Awards granted through June 8, 2023 were also subject to a performance condition, which was met on June 8, 2023 when Ben became publicly listed. The Company recorded $2.3 million of share-based compensation expense related to these awards during the three months ended June 30, 2023. The following table summarizes the award activity, in units, for the BMP and Ben Equity Incentive Plans during the three months ended June 30, 2023: BMP RSU (units in thousands) Units Weighted Average Grant Date Fair Value per Unit Units Weighted Average Grant Date Fair Value per Unit Balance, March 31, 2023 438 $ 10.04 1,749 $ 10.00 Vested during the period (79 ) 9.70 (816 ) 10.00 Forfeited during the period — — (10 ) 10.00 Balance, June 30, 2023 359 $ 10.11 923 $ 10.00 The following table presents the components of share-based compensation expense, included in employee compensation and benefits, recognized in the consolidated statements of comprehensive income (loss) for the three months ended June 30, 2023 and 2022: Three Months Ended June 30, (dollars in thousands) 2023 2022 BMP equity units $ 675 $ 1,502 Restricted stock units 8,723 1,433 Preferred equity 286 572 Other (1) 17,317 — Total share-based compensation $ 27,001 $ 3,507 (1) Includes $15.0 million of compensation recognized related to the BCG Recapitalization and $2.3 million recognized for equity based compensation issued to employees for Ben Liquidity transactions. Unrecognized share-based compensation expense totaled $10.8 million as of June 30, 2023, which we expect to recognize based on scheduled vesting of awards outstanding at June 30, 2023. The following table presents the share-based compensation expense expected to be recognized over the next five fiscal years ending March 31 for awards outstanding as of June 30, 2023: (dollars in thousands) BMP RSU Preferred Commissions Total 2024 $ 1,401 $ 3,733 $ 572 $ 543 $ 6,248 2025 662 2,269 — 18 2,949 2026 242 1,320 — 3 1,565 2027 14 16 — — 29 2028 — — — — — Total $ 2,319 $ 7,337 $ 572 $ 564 $ 10,792 | 12. Share-based Compensation As of March 31, 2023 and March 31, 2022, the Company has outstanding share-based awards under the Beneficient Management Partners, L.P. (“BMP”) Equity Incentive Plan, the Ben Equity Incentive Plan, and BCH Preferred A.1 Unit Accounts, as more fully described below. BMP Equity Incentive Plan The Board of Directors of Ben Management, Ben’s general partner, adopted the BMP Equity Incentive Plan in 2019. Under the BMP Equity Incentive Plan, certain directors and employees of Ben are eligible to receive equity units in BMP, an entity affiliated with the Board of Directors of Ben Management, in return for their services to Ben. The BMP equity units eligible to be awarded to employees is comprised of BMP’s Class A Units and/or BMP’s Class B Units (collectively, the “BMP Equity Units”). As of March 31, 2023, the Board has authorized the issuance of up to 119,000,000 units each of the BMP Equity Units. All awards are classified in equity upon issuance. BMP’s Class A Units indirectly participate in profits from certain revenue streams associated with BCH through the FLP Subclass 2 Unit Accounts of BCH as described in Note 13. The income allocation from the FLP Subclass 2 Units is reinvested equally into Class S Ordinary Units and Class S Preferred Units issued by BCH on a quarterly basis. For vested Class A Units, on a quarterly basis and subject to certain restrictions, the holder can direct that all or a portion of the Class S Ordinary Units and Class S Preferred Units attributable to such vested units be converted into BCG’s Common Units and either i) distributed to the holder or ii) sold to another party with the proceeds less any transaction expenses distributed to the holder. Upon holder’s termination of employment from Ben for reasons other than cause, BMP will redeem the vested Class A Units for consideration comprised of either i) BCG Common Units or ii) cash proceeds from BCG Common Units being sold to another party less any transaction expenses. The value at redemption is based on the continued participation in the income allocated to the holder’s Class A Units for five years, with such continued participation reduced each year after termination by 20 percent. The BMP Class B Units indirectly participate in 49.5 percent of the income of Constitution Private Capital Company, L.L.C. Upon a recipient’s termination of employment from Ben for reasons other than cause, BMP will reacquire the outstanding vested Class B Units from the recipient for consideration valued at eight times normalized earnings before interest, taxes, depreciation, and amortization as forecasted by the Partnership’s General Partner in its sole discretion. While providing services to Ben, if applicable, certain of these awards are subject to minimum retained ownership rules requiring the award recipient to continuously hold BMP Equity Units equivalents equal to at least 25% of their cumulatively granted awards that have the minimum retained ownership requirement. The awards are generally non-transferable. The BMP Equity Units include awards that fully vest upon grant and awards that are subject to service-based vesting of a four-year period from the date of hire. Expense associated with the vesting of these awards is based on the fair value of the BMP Equity Units on the date of grant. Compensation cost is recognized for the granted awards on a straight-line basis using the graded vesting method, and forfeitures are accounted for at the time that such forfeitures occur. Expense recognized for these awards is specially allocated to certain holders of redeemable noncontrolling interests. The fair value of the BMP Equity Units was determined on the grant-date using a probability-weighted discounted cash flow analysis. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. The resultant probability-weighted cash flows are then discounted using a rate that reflects the uncertainty surrounding the expected outcomes, which the Company believes is appropriate and representative of a market participant assumption, and for lack of marketability given the underlying units of the awards are not publicly traded. The table below summarizes the key inputs used in the valuation of the BMP Equity Units granted during each of the periods ended below: Range of Targets Unobservable Inputs Year Ended Three Months Year Ended Year Ended Expected term in years 4 4 4 4 Discount rate 32.1 % 32.1 % 32.1 % 27.8 % Discount for lack of marketability 23.1 % 23.1 % 23.1 % 19.4 % Long-term growth rate (after discrete projection period) 2.5 % 2.5 % 2.5 % 2.5 % The expected term represents the average estimated time that a recipient will be an employee of Ben and thus eligible to participate fully in the BMP Equity Incentive Plan. The discount rate is based on a modified capital asset pricing model, which includes certain observable market inputs and other data for an identified group of comparable public companies. The discount for lack of marketability is based on a Finnerty put-option During the second quarter of 2020, 1,963,969 vested units were forfeited and returned as a result of an agreement allowing Ben to recover the aforementioned units held by one former director of Ben. Ben recognized $36.3 million of other income as a result of the forfeiture of vested share-based compensation, including both BMP Equity Units and restricted equity units issued under the Ben Equity Incentive Plan described below. A substantial majority of the former director’s share-based compensation units were fully vested, and the majority of the related expense was allocated to certain holders of noncontrolling interests and recorded in prior periods. The same certain holders of noncontrolling interests were allocated the majority of the related income arising from the forfeiture in 2020. The forfeiture of these units is being challenged in private arbitration. Refer to Note 20 for more information. Ben Equity Incentive Plan The Board of Directors of Ben Management, BCG’s general partner, adopted the Ben Equity Incentive Plan in September 2018. Under the Ben Equity Incentive Plan, Ben is permitted to grant equity awards in the form of restricted equity units (“REUs”) up to a maximum of 12,811,258, representing ownership interests in BCG Common Units. Settled awards under the Ben Equity Incentive Plan dilute BCG’s Common Unitholders. The total number of BCG Common Units that may be issued under the Ben Equity Incentive Plan is equivalent to 15% of the number of fully diluted BCG Common Units outstanding, subject to annual adjustment. All awards are classified in equity upon issuance. Awards are generally subject to service-based vesting over a multi-year period from the recipient’s date of hire, though some awards are expected to be fully vested upon grant date, both subject to the completion of certain performance conditions. While providing services to Ben, if applicable, certain of these awards are subject to minimum retained ownership rules requiring the award recipient to continuously hold BCG Common Unit equivalents equal to at least 15% of their cumulatively granted awards that have the minimum retained ownership requirement. For substantially all of the awards granted in 2020, we estimated the fair value of REUs using the valuation techniques consistent with those utilized to determine the acquisition date equity values arising from GWG Holdings obtaining a controlling financial interest in BCG. These valuation techniques principally relied upon the Option Pricing Model Backsolve approach under the market method. For the REUs granted in the latter portion of 2020, which is a de minimis During the second quarter of 2020, 507,500 vested units were forfeited as a result of an agreement allowing Ben to recover the aforementioned units held by one former director of Ben as further discussed above. During the third quarter of 2020, 515,000 units were granted to a senior partner director subject to a performance condition. The performance condition has not been met as of March 31, 2023. As the performance condition of the grant is based on a liquidity event, recognition of the related compensation cost is deferred until the condition is met. Total unrecognized compensation cost related to this award is approximately $6.4 million as of March 31, 2023. Effective April 1, 2022, Ben granted 513,533 REUs to employees and directors, 39,691 of which have been forfeited. Effective October 1, 2022, 40,180 REUs were granted to employees. Awards will generally be subject to service-based vesting over a multi-year period from the grant date, subject to a performance condition. The performance condition has not been met as of March 31, 2023. As the performance condition of the grant is based on a liquidity event, recognition of the related compensation cost is deferred until the condition is met. Total unrecognized compensation cost related to these awards is approximately $6.4 million as of March 31, 2023. Preferred Equity On April 25, 2019, BCH Preferred A.1 Unit Accounts were assigned to three board directors, with each having a capital account balance of $4.0 million, subject to a performance condition, in return for each of the board directors providing to BCH their knowledge and abilities in helping with the formation of and growth for the Company. BHI, a Related Entity, assigned the BCH Preferred A.1 Unit Accounts it holds to the directors for those individuals providing services to BCH. One director subsequently forfeited their award, which reverted back to BHI. Accounting for services provided to the Company but paid by a principal shareholder follows the substance of the transaction and is therefore accounted for similar to a share-based payment in exchange for services rendered. For the remaining awards, the performance condition was met during the fourth quarter of 2020 and expense of $11.4 million was recognized and specially allocated to certain BCH Preferred A.1 Unit Account holders on a pro-rata On April 1, 2022, a certain director was assigned BCH Preferred A.1 with a grant date of December 31, 2021 and having an account balance of $5.7 million (the “Initial Grant”). Further, effective as of April 3, 2022, the director was assigned additional BCH Preferred A.1 (the “Additional Grant” and together with the Initial Grant, the “BHI Grants”) with a grant date of December 31, 2021 and having an account balance of $3.8 million. The Initial Grant is subject to a service condition, which requires compensation cost to be recognized over the explicit, substantive service vesting period that extends after the grant date. The Additional Grant was fully vested upon issuance. As such, $7.2 million of compensation expense was recognized during the year ended December 31, 2021 related to these grants. In order to provide that certain director with cash to cover any tax liability arising from the BHI Grants, BCH and the director entered into a Unit Account Redemption Agreement, effective as of April 3, 2022, whereby BCH was required to purchase and redeem from that certain director all of the BCH Preferred A.1 granted to the director pursuant to the BHI Tax Grant for a purchase price of $3.8 million, in cash. Such redemption occurred in full on June 10, 2022. The following table summarizes the award activity, in units, for the BMP and Ben Equity Incentive Plans during the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020: BMP REU (units in thousands) Units Weighted Average Units Weighted Average Balance, December 31, 2019 180 $ 11.82 247 $ 12.50 Granted during the period 7,363 9.61 5,603 12.50 Vested during the period (5,037 ) 9.61 (3,354 ) 12.50 Forfeited during the period (380 ) 9.61 (303 ) 12.50 Balance, December 31, 2020 2,126 $ 9.61 2,193 $ 12.50 Granted during the period 216 10.67 216 12.50 Vested during the period (788 ) 9.67 (619 ) 12.50 Forfeited during the period (203 ) 9.69 (152 ) 12.50 Balance, December 31, 2021 1,351 $ 9.73 1,638 $ 12.50 Granted during the period 40 10.67 111 12.50 Vested during the period (195 ) 9.70 (195 ) 12.50 Forfeited during the period (78 ) 9.61 (51 ) 12.50 Balance, March 31, 2022 1,118 $ 9.78 1,503 $ 12.50 Granted during the period 35 10.67 510 12.50 Vested during the period (646 ) 9.73 (524 ) 12.50 Forfeited during the period (69 ) 10.00 (90 ) 12.50 Balance, March 31, 2023 438 $ 10.04 1,399 $ 12.50 The following table presents the components of share-based compensation expense, included in employee compensation and benefits, recognized in the consolidated statements of comprehensive income (loss) for the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020: Year Three Year Ended (dollars in thousands) 2023 2022 2021 2020 BMP equity units $ 4,297 $ 1,289 $ 7,390 $ 51,963 Restricted equity units 4,358 1,539 8,537 44,402 Preferred equity 1,430 — 7,226 11,443 Total share-based compensation $ 10,085 $ 2,828 $ 23,153 $ 107,808 Unrecognized share-based compensation expense, excluding the expense related to the REU performance award discussed above, totaled $6.4 million as of March 31, 2023, which we expect to recognize based on scheduled vesting of awards outstanding at March 31, 2023. The following table presents the share-based compensation expense expected to be recognized over the next five fiscal years ending March 31 for awards outstanding, excluding the REU awards subject to the performance condition discussed above, as of March 31, 2023: (dollars in thousands) BMP REU Total 2024 $ 2,075 $ 2,503 $ 4,578 2025 662 736 1,398 2026 242 150 392 2027 14 — 14 2028 — — — Total $ 2,993 $ 3,389 $ 6,382 Weighted-average period to be recognized 1.61 1.46 |
Equity
Equity | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Equity [Abstract] | ||
Equity | 10. Equity Below is a description of the outstanding classes of the equity of the Company, including quasi-equity amounts that are required to be reported as temporary equity between the liabilities and equity sections on the consolidated statements of financial condition. The 8th Amended and Restated LPA of BCH (“BCH LPA”) and the articles of incorporation and bylaws of Beneficient, govern the terms of these equity securities, as applicable. The Company’s governing documents authorize the issuance of additional classes of equity. All equity interests of BCH are limited partnership interests. Common Stock Voting. Dividends. non-cumulative holders of Class B common stock are entitled only to receive Class B common stock. In no event will the shares of either Class A common stock or Class B common stock be split, divided, or combined unless the outstanding shares of the other class are proportionally split, divided or combined. Conversion Standby Equity Purchase Agreement On June 27, 2023, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), whereby the Company has the right, but not the obligation, to sell to Yorkville up to $250.0 million of its shares of the Company’s common stock at the Company’s request any time during the 36 months following the execution of the SEPA, subject to certain conditions. The Company expects to use the net proceeds received from this for working capital and general corporate purposes. The Company paid a structuring fee in cash and a commitment fee in an amount equal to $1.3 million (the “Commitment Fee”) by issuing 456,204 shares of Class A common stock in July 2023. As such, shares were not issued as of June 30, 2023, and a liability in the amount of $1.3 million has been reflected in the other liabilities line item of the consolidated statement of financial condition as of June 30, 2023. Preferred Stock Under the terms of our articles of incorporation, our board of directors are authorized to issue up to 250 million shares of preferred stock in one or more series, and 50 million shares of preferred stock are designated as shares of Series A preferred stock pursuant to a certificate of designation. As of June 30, 2023 and March 31, 2023, there were no shares of Series A preferred stock issued and outstanding, respectively. Maturity. Priority. Voting Dividends as-converted Liquidation or Dissolution Conversion, Transferability and Exchange. one-quarter Redemption Redeemable Noncontrolling Interests: Preferred Series A Subclass 0 Unit Accounts The BCH Preferred A.0 receives a quarterly guaranteed payment calculated as 6% of the BCH Preferred A.0’s initial capital account balance on an annual basis, or 1.50% per fiscal quarter. The Preferred A.0 does not receive any allocations of profits, except to recoup losses previously allocated. The guaranteed payment to BCH Preferred A.0 is not subject to available cash and has priority over all other distributions made by BCH. On December 1, 2021, BCH and the holders of the BCH Preferred A.0 entered into an agreement to defer the guaranteed payment to August 31, 2023; provided that such a guaranteed payment may be made prior to August 31, 2023 if the Audit Committee of the Board of Directors, determines that making such payment, in part or in full, would not cause Ben to incur a going concern issue. The guaranteed payment accrual totaled $25.0 million and $20.9 million as of June 30, 2023 and March 31, 2023, respectively, and is included in the accounts payable and accrued expenses line item of the consolidated statements of financial condition. Additionally, the BCH Preferred A.0 has the ability under the BCH LPA to elect, by a majority of holders of BCH Preferred A.0, to receive a full return of capital senior to any other security if an event causing mandatory returns of capital occurs. The BCH Preferred A.0 can be converted into Class S Units at the election of the holder, at a price equal to the average of (i) $10.50, and (ii) the volume-weighted average closing price of Class A common stock for the twenty (20) days preceding the applicable exchange date; provided, that from the effectiveness of the BCH LPA through December 31, 2027, such conversion price shall not be less than $10.50. Finally, a holder of BCH Preferred A.0, subsequent to January 1, 2023, may elect to require a redemption by BCH of up to 12.5% of his or her respective BCH Preferred A.0 Capital Account for any rolling twelve-month period; provided that such holder shall not be permitted to redeem more than 50% of such holder’s BCH Preferred A.0 Capital Account in the aggregate. Subsequent to January 1, 2023, if a holder of BCH Preferred A.0 continues to hold BCH Preferred A.1, such holder may elect on a quarterly basis to convert additional BCH Preferred A.1 held by such holder to BCH Preferred A.0 up to an amount equal to 12.5% of such holder’s initial BCH Preferred A.0 capital account; provided that such holder’s post-conversion capital account balance in respect of all BCH Preferred A.0 held by such holder does not exceed such holder’s initial BCH Preferred A.0 capital account. The BCH Preferred A.0 Unit Accounts are recorded in the consolidated statements of financial condition in the redeemable noncontrolling interest line item. Noncontrolling Interests: Noncontrolling interests represent the portion of certain consolidated subsidiaries’ limited partnership interests or interests in the Customer ExAlt Trusts that are held by third parties. Amounts are adjusted by the noncontrolling interest holder’s proportionate share of the subsidiaries’ earnings or losses each period and for any distributions that are paid. The following tables present a rollforward of the noncontrolling interests for the three months ended June 30, 2023 and 2022: Noncontrolling Interests (Dollars in thousands) Trusts Class S Ordinary Class S Preferred Preferred Series A.1 Preferred Series C Class A of CT Total Noncontrolling Interests Balance, March 31, 2023 $ (118,299 ) $ 52,560 $ 856 $ — $ 205,759 $ 1,337 $ 142,213 Net loss (13,866 ) (29,365 ) — (674 ) — (647 ) (44,552 ) Issuance of shares in connection with transactions closing post de-SPAC 133 — — — — — 133 Reclass of distributions payable to noncontrolling interest holder (329 ) — — — — — (329 ) Conversion of Class S Ordinary to Class A common — (3,884 ) — — — — (3,884 ) Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return — — — (6,942 ) — — (6,942 ) Reclass of BCH Preferred A.1 from temporary to permanent equity — — — 699,441 — — 699,441 Balance, June 30, 2023 $ (132,361 ) $ 19,311 $ 856 $ 691,825 $ 205,759 $ 690 $ 786,080 Noncontrolling Interests (Dollars in thousands) Trusts Class S Ordinary Class S Preferred Preferred Series C Class A of CT Total Noncontrolling Interests Balance, March 31, 2022 $ 982 $ 69,831 $ 1,316 $ 205,759 $ — $ 277,888 Net income (loss) (28,711 ) (6,043 ) — — 10 (34,744 ) Payment of employee payroll taxes on restricted equity units — (459 ) (460 ) — — (919 ) Noncash issuance of noncontrolling interest 299 — — — — 299 Distributions payable to noncontrolling interest holder (543 ) — — — — (543 ) Issuance of noncontrolling interest — — — — 2,430 2,430 Balance, June 30, 2022 $ (27,973 ) $ 63,329 $ 856 $ 205,759 $ 2,440 $ 244,411 Preferred Series A Subclass 1 Unit Accounts The BCH Preferred A.1 Unit accounts are issued by BCH and are non-participating The weighted average preferred return rate for the three months ended June 30, 2023 and 2022 was approximately 0.93% and 1.99%, respectively. No amounts have been paid to the BCH Preferred A.1 holders related to the preferred return from inception through June 30, 2023, and any amounts earned have been accrued and are included in the balance of redeemable noncontrolling interests presented on the consolidated statements of financial condition. As of June 30, 2023, approximately $106.1 million of preferred return related to the BCH Preferred A.1 has not been allocated to its holders due to insufficient income during those periods to fully satisfy the preferred return and will be allocable to the BCH Preferred A.1 holders in future quarterly periods to the extent that sufficient income, if any, is available for such allocation. In accordance with the BCH LPA, the preferred rate was waived and will not accrue from June 7, 2023 until December 31, 2024, except to the extent of allocations of income to the holders of the BCH Preferred A-1 the BCH Preferred A-1 A-1 A-1 A-1 A-1 A-1 A-1 Beginning January 1, 2025, BCH Preferred A-1 A-1 A-1 The BCH LPA also includes certain limitations of BCH, without the consent of a majority-in-interest On June 6, 2023, in connection with the BCG Recapitalization as described in Note 4, $193.9 million of aggregate capital account balances in BCH Preferred A.1 converted to 16,708,817 units of BCH Class S Ordinary. Those BCH Class S Ordinary units then converted into 1,396,457 units of BCG Class A common units and 15,312,360 shares of BCG Class B common units on a one-for-one As of June 30, 2023, the BCH Preferred A.1 are recorded in the consolidated statements of financial condition in the noncontrolling interest line item. As of March 31, 2023, the BCH Preferred A.1 are recorded in the consolidated statements of financial condition in the redeemable noncontrolling interest line item. Preferred Series C Subclass 1 Unit Accounts On July 15, 2020, the Company entered into a Preferred Series C Unit Purchase Agreement (“UPA”) with GWG Holdings. Pursuant to the UPA, on July 10, 2023, the BCH Preferred C-1 into 44,040,761 shares of Class A common stock at approximately $4.66 per share, which represents the volume-weighted average trading price of the Class A common stock for the 20 trading days following the closing of the Business Combination. The BCH Preferred C.1 Unit Accounts were non-participating The BCH Preferred C.1 are recorded in the consolidated statements of financial condition in the noncontrolling interest line item. Class S Ordinary Units As of June 30, 2023 and March 31, 2023, BCH, a subsidiary of Ben, had issued 5.4 million and 5.8 million Class S Ordinary Units, respectively, which were all outstanding on each of the respective dates. The Class S Ordinary Units participate on a pro-rata one-for-one On June 8, 2023, 404,542 BCH Class S Ordinary Units ultimately converted into shares of Class A common stock on a one-to-one The Class S Ordinary Units are recorded in the consolidated statements of financial condition in the noncontrolling interests line item. Class S Preferred Units The Class S Preferred Units also participate on a pro-rata non-voting A-1 Generally, on a quarterly basis and at the election of the holder, the Class S Preferred Units are exchangeable for Class S Ordinary Units on a 1.2-for-1 As of June 30, 2023 and March 31, 2023, a nominal number of shares of Class S Preferred Units have been issued, respectively. Preferred return earned by the Class S Preferred Units from inception in 2019 through June 30, 2023 is $0.2 million. No amounts have been paid to the Class S Preferred Unit holders related to the preferred return from inception through June 30, 2023 and any amounts earned have been accrued and are included in the balance of Class S Preferred Units presented on the consolidated statements of financial condition. The Class S Preferred Units are recorded in the consolidated statements of financial condition in the noncontrolling interests line item. FLP Unit Accounts (Subclass 1 and Subclass 2) FLP Unit Accounts (Subclass 1 and Subclass 2) are non-unitized FLP-1 FLP-2 During the three months ended June 30, 2023 and June 30, 2022, there was no income allocated to the FLP Unit Accounts (Subclass 1 and 2), respectively. Annually, a true up of the quarterly allocations is required to match amounts allocated with annual earnings. In addition to the above stated amounts, the FLP Subclass 1 Unit Accounts and FLP Subclass 2 Unit Accounts are entitled to a portion of any upward carrying value adjustment as calculated pursuant to Internal Revenue Code Section 704(b). In the event of an upward carrying value adjustment, the FLP Subclass 1 Unit Accounts and FLP Subclass 2 Unit Accounts are entitled to first be allocated gains associated with such carrying value adjustment equal to 15% of the value of the capital accounts of all BCH Class A Units and Class S Units, calculated based on the post-adjusted capital accounts of the then outstanding Class A and Class S Units. Immediately following any such allocation, the amount allocated is converted in Class S Ordinary Units at the then determined value. Furthermore, the amount allocated to the FLP Subclass 1 Unit Accounts is reduced by the value of any previously allocated amount pursuant to an upward carrying value adjustment, calculated as the number of Class S Units previously received multiplied by the value of those units at the time of any subsequent carrying value adjustment. As a result of the consummation of the Business Combination, an adjustment to the carrying value of BCH’s assets of $321.9 million occurred. Pursuant to the BCH LPA, approximately 32,190,584 Class S Ordinary Units would be issuable as a result of the carrying value adjustment. However, due to the Company’s Compensation Policy, the number of Class S Ordinary Units that may be issued in 2023 or any subsequent year in connection with the consummation of the Business Combination will be limited and require approval of the board of directors; provided that any such Class S Ordinary Units that may not be issued in 2023 may be issued in subsequent years in accordance with the Compensation Policy. Subject to the limitation of the Compensation Policy and approval of the board of directors, it is anticipated that as a result of the Business Combination, BHI, as the holder of the BCH FLP-1 FLP-2 FLP Unit Accounts (Subclass 3) The FLP Subclass 3 Unit Accounts were issued to, and are currently held by, BHI. The FLP 3 Unit Accounts will be allocated profits from net financing revenues on a quarterly basis equal to the lesser of (i) 5% of the quarterly net financing revenues, or (ii) 10% of the average annualized stated interest (to the extent constituting net financing revenue) of the quarterly average of new loans issued by any subsidiaries of Ben during the previous twelve fiscal quarters. The FLP 3 Unit Accounts are entitled to tax and other distributions equal to 100% of the amount of profits allocated to the FLP 3 Unit Accounts, and such distributions are not subject to available cash. The FLP 3 Unit Accounts do not have any conversion features or rights. During the three months ended June 30, 2023 and June 30, 2022, there was no income allocated to the FLP 3 Unit Accounts, respectively. Beneficiaries of the Customer ExAlt Trusts The ultimate beneficiaries of the Customer ExAlt Trusts are the Charitable Beneficiaries, unrelated third-party charities, that are entitled to i) either, depending on the applicable trust agreements, 2.5% of all distributions received by such Customer ExAlt Trusts or 5.0% of any amounts paid to Ben as payment on amounts due under each ExAlt Loan, ii) for certain Customer ExAlt Trusts, approximately 10% of the amount of excess cash Collateral, if any, following the full repayment of an ExAlt Loan, and (iii) all amounts accrued and held at the Customer ExAlt Trusts once all amounts due to Ben under the ExAlt Loans and any fees related to Ben’s services to the Customer ExAlt Trusts are paid. The Charitable Beneficiaries’ account balances with respect to its interest in such Customer ExAlt Trusts cannot be reduced to below zero. Any losses allocable to the Charitable Beneficiaries in excess of their account balances are reclassified at each period end to the trusts’ deficit account. Additional Customer ExAlt Trusts are created arising from new liquidity transactions with customers. These new Customer ExAlt Trusts, which are consolidated by Ben, result in the recognition of additional noncontrolling interest representing the interests in these new Customer ExAlt Trusts held by the Charitable Beneficiaries. For the three months ended June 30, 2023, $0.1 million of additional noncontrolling interests were recognized, compared to $0.3 million for the three months ended June 30, 2022. The interests of the Charitable Beneficiaries in the Customer ExAlt Trusts are recorded on the consolidated statements of financial condition in the noncontrolling interests line item. Class A of CT Risk Management, L.L.C. On April 1, 2022, a minority interest in the Class A membership of CT Risk Management, L.L.C., a consolidated VIE of Ben (as further discussed in Note 14), was sold for $2.4 million in cash to the third-party involved in the loan participation transaction described in Note 7. As a Class A member of CT Risk Management, the holder is entitled to distributions first on a pro rata basis with other Class A members until the initial capital contributions are received and 2.0% of any amounts in excess of their capital contributions, to the extent such amounts are available. As such, this interest is recorded on the consolidated statements of financial condition in the noncontrolling interests line item. | 13. Equity Below is a description of the outstanding classes of the equity of the Company, including quasi-equity amounts that are required to be reported as temporary equity between the liabilities and equity sections on the consolidated statements of financial condition. The 7th Amended and Restated LPA of BCH (“BCH LPA”) and 3rd Amended and Restated LPA of BCG (“BCG LPA”), govern the terms of these equity securities, as applicable. BCG, as the general partner of BCH, and BHI, as the limited partner holding a majority interest of the BCH Preferred A.1, entered into the First Amendment to the BCH LPA, effective as of December 7, 2021 (the “BCH LPA Amendment”). The Company’s governing documents authorize the issuance of additional classes of equity. All equity interests are limited partnership interests. Common Units As of March 31, 2023 and March 31, 2022, BCG had a total of 67,486 Common Units (in thousands) issued and outstanding. As limited partner interests, these units are generally non-voting Ben’s common equity units were first issued on September 1, 2017 as part of the commencement of Ben’s commercial operations when Ben’s first outside third-party investor, through the 2017-18 2017-18 2017-18 Redeemable Preferred Equity: Preferred Series B Subclass 1 Unit Accounts The Preferred Series B Subclass 1 Unit Accounts of BCG (“BCG Preferred B.1”) are allowed to be issued pursuant to the BCG LPA. The Preferred Series B Subclass 1 Unit Accounts of BCH (“BCH Preferred B.1”) are allowed to be issued pursuant to the BCH LPA. The BCG Preferred B.1 will correspond to the BCH Preferred B.1 to be issued by BCH to BCG, as the sole holder of the BCH Preferred B.1. Upon BCG’s receipt of any allocation, distribution, or return of capital on the BCH Preferred B.1, BCG will make a corresponding allocation, distribution, or return of capital to the holders of the BCG Preferred B.1 in accordance with the BCG LPA. BCG Preferred B.1 have not been issued as of March 31, 2023. Preferred Series B Subclass 2 Unit Accounts The BCG LPA allows for the creation of Preferred Series B Subclass 2 Unit Accounts of BCG (“BCG Preferred B.2”). The BCH LPA allows for the creation of Preferred Series B Subclass 2 Unit Accounts of BCH (“BCH Preferred B.2”). The BCG Preferred B.2 correspond to the BCH Preferred B.2 issued by BCH to BCG, as the sole holder of the BCH Preferred B.2. The BCH Preferred B.2 are entitled to certain distributions and income allocations. Upon BCG’s receipt of any allocation, distribution, or return of capital on the BCH Preferred B.2, BCG will make a corresponding allocation, distribution, or return of capital to the holders of the BCG Preferred B.2 in accordance with the BCG LPA. Pursuant to the terms of the BCH LPA Amendment, the definition for “Preferred Series B Subclass 2 Preferred Return Amount” was amended such that holders of Preferred B.2 would recognize a preferred return on their Preferred B.2 immediately, solely for U.S. GAAP purposes, instead of recognizing such returns upon any Initial Listing Event or return of capital. Further, the BCH LPA Amendment provided that the Preferred Series B Subclass 2 Preferred Return accrued each quarter would be reflected on the U.S. GAAP capital accounts related to each Preferred B.2 Unit Account on the last business day of each quarter. To the extent that the Preferred Series B Subclass 2 Preferred Return Amount exceeds the U.S. GAAP earnings of BCH, such excess Preferred Series B Subclass 2 Preferred Return Amount will be deducted, on a pro rata basis, from the U.S. GAAP capital account of the Preferred Series A.1 Unit Accounts. During the year ended March 31, 2023, the three months ended March 31, 2022, and the year ended December 31, 2021, Ben accrued $37.1 million, $8.4 million, and $2.2 million, respectively, for the Preferred B.2 preferred return, which was recognized in the Preferred B.2 balance per the BCH LPA Amendment. Upon an Initial Listing Event, each BCH Preferred B.2 Unit Account is to be cancelled and converted into a certain number of BCG’s Common Units, dependent on certain other conditions being met. Similarly, upon an Initial Listing Event, the BCH Preferred B.2 Unit Accounts held by BCG will be cancelled and converted into a certain number of BCH Class A Units, dependent on certain other conditions being met. The BCG Preferred B.2 are convertible into BCG Common Units using the formula of the investor’s initial Preferred Series B.2 capital account balance plus any accrued and unpaid preferred return through the date of conversion divided by 80% or 85% of the initial public listing price (depending on the date of the initial public listing). Other allocations, distributions or returns of capital may be made subject to the provisions of the BCH LPA and BCG LPA. Additionally, holders of BCG Preferred B.2 may be entitled to a return of capital, pending certain conditions, on December 31, 2025. With respect to BCG, upon its sale, liquidation, dissolution or winding up, the BCG Preferred B.2 will rank (a) junior to the BCG Preferred B.1 and (b) senior to all other currently issued and outstanding classes and series of BCG’s preferred units and common units (i.e., BCG’s Common Units), but, because BCG has a holding company structure, the BCG Preferred B.2 will be structurally subordinated to interests in BCH. With respect to BCH, upon its sale, liquidation, dissolution or winding up, the BCH Preferred B.2 held by BCG will be entitled to distributions pursuant to an effective ranking of (a) junior to certain guaranteed payments to the holders of the BCH Preferred A.0, any required distributions to the holders of the FLP 3 Unit Accounts, (b) junior to the BCH Preferred A.0, (c) junior to the BCH Preferred B.1, (d) junior to the BCH Preferred C.0; (e) pari passu and pro rata with the BCH Preferred A.1, and (f) senior to all other currently issued and outstanding classes and series of BCH’s preferred units and common units. Upon payment to BCG as the holder of the BCH Preferred B.2 in an amount equal to the positive amount of the capital account balance attributable to the BCH Preferred B.2, the BCH Preferred B.2 will be cancelled. On November 29, 2021, GWG Holdings converted its capital account balance of $319.0 million in BCH Preferred A.1 to an equal amount of BCG Preferred B.2. Such conversion was accounted for as an extinguishment of the BCH Preferred A.1 and a new issuance of BCG Preferred B.2, which resulted in an increase in GWG Holdings’ interest in Ben’s preferred equity by $46.2 million during the year ended December 31, 2021. On December 7, 2021, $352.6 million of BCG Preferred B.2 were issued in exchange for an investment in alternative assets of the same aggregate net asset value. In connection with the December 7, 2021 issuance of BCG Preferred B.2, BCG granted the purchasers of such securities certain registration rights and, if the initial registration statement under such registration rights has not been declared effective by June 30, 2023, the right to put the BCG Preferred B.2 to BCG for an amount equal to the corresponding capital account balance as of the date of exercise of such put right, subject to certain limitations. As discussed in Note 1, Ben’s Registration Statement was declared effective on May 12, 2023 and as such, the put right is no longer effective. During the year ended March 31, 2023, $4.6 million of BCG Preferred B.2 was redeemed for cash. There were no redemptions during the three months ended March 31, 2022 or the year ended December 31, 2021. The BCG Preferred B.2 are recorded in the consolidated statements of financial condition in the redeemable preferred equity line item. Redeemable Noncontrolling Interests: Preferred Series A Subclass 0 Unit Accounts On November 29, 2021, the BCH Preferred A.0 were modified pursuant to the BCH LPA. On December 1, 2021, following the effectiveness of the Seventh Amended and Restated LPA of BCH, $251.7 million of the current outstanding capital accounts of BCH Preferred A.1 were automatically converted to BCH Preferred A.0, with the exception of the capital accounts held by GWG Holdings. Such conversion was accounted for as an extinguishment of the BCH Preferred A.1 and issuance of Preferred A.0, which resulted in a deemed contribution of $1.7 million to the Company during the year ended December 31, 2021. The BCH Preferred A.0 receives a quarterly guaranteed payment calculated as 6% of the BCH Preferred A.0’s initial capital account balance on an annual basis, or 1.50% per fiscal quarter. The Preferred A.0 does not receive any allocations of profits, except to recoup losses previously allocated. The guaranteed payment to BCH Preferred A.0 is not subject to available cash and has priority over all other distributions made by BCH. On December 1, 2021, BCH and the holders of the BCH Preferred A.0 entered into an agreement to defer the guaranteed payment to August 31, 2023; provided that such a guaranteed payment may be made prior to August 31, 2023 if the Audit Committee of the Board of Directors of Ben Management, determines that making such payment, in part or in full, would not cause Ben to incur a going concern issue. The guaranteed payment accrual totaled $20.9 million and $3.8 million as of March 31, 2023 and March 31, 2022, respectively, and is included in the accounts payable and accrued expenses line item of the consolidated statements of financial condition. Additionally, the BCH Preferred A.0 has the ability under the BCH LPA to elect, by a majority of holders of BCH Preferred A.0, to receive a full return of capital senior to any other security if an event causing mandatory returns of capital occurs. The BCH Preferred A.0 can be converted into Class S Units at the election of the holder, at a price equal to (x) prior to the initial public listing, the per common unit fair market value as determined by the general Partner and (y) following the initial public listing, the lesser of (i) $10 and (ii) if the common units are listed on a national securities exchange, the volume-weighted average closing price of a common unit as reported on the exchange on which the common units are traded for the twenty (20) days immediately prior to the applicable exchange date, or if the common units are not listed on a national securities exchange, then the volume-weighted average closing price of a security traded on a national securities exchange or quoted in an automated quotation system into which the common units are convertible or exchangeable for the twenty (20) days immediately prior to the applicable exchange date. Finally, a holder of BCH Preferred A.0, subsequent to January 1, 2023, may elect to require a redemption by BCH of up to 12.5% of his or her respective BCH Preferred A.0 Capital Account for any rolling twelve-month period; provided that such holder shall not be permitted to redeem more than 50% of such holder’s BCH Preferred A.0 Capital Account in the aggregate. Subsequent to January 1, 2023, if a holder of BCH Preferred A.0 continues to hold BCH Preferred A.1, such holder may elect on a quarterly basis to convert additional BCH Preferred A.1 held by such holder to BCH Preferred A.0 up to an amount equal to 12.5% of such holder’s initial BCH Preferred A.0 capital account; provided that such holder’s post-conversion capital account balance in respect of all BCH Preferred A.0 held by such holder does not exceed such holder’s initial BCH Preferred A.0 capital account. The BCH Preferred A.0 Unit Accounts are recorded in the consolidated statements of financial condition in the redeemable noncontrolling interest line item. Preferred Series A Subclass 1 Unit Accounts The BCH Preferred A.1 Unit accounts are issued by BCH and are non-participating In 2019, Preferred A.1 holders signed an agreement to forbear the right to receive an annualized preferred return in excess of a rate determined materially consistent with the methodology below. The forbearance agreement expired on June 30, 2021. Thus, the income allocation methodology for periods until June 30, 2021 was as follows: • First, BCG, as the sole holder of Class A Units issued by BCH is allocated income from BCH to cover the expenses incurred solely by Ben; • Second, the remaining income at BCH is allocated 50% to the aggregate of Class A Units and Class S Ordinary Units and 50% to Preferred Series A Subclass 1 • Third, after the 1% annualized return to the BCG Common Unit is achieved, additional income is allocated to the Preferred Series A until the Preferred Series A is allocated the amount required under the LPA, (as amended); and • Finally, any remaining income is allocated under the terms of the current LPA (pro-rata The allocation of profits and losses after the expiration of the forbearance agreement follows the terms set forth in the LPA. The weighted average preferred return rate for the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020, was approximately 1.38%, 3.92%, 2.33%, and 1.84%, respectively. No amounts have been paid to the BCH Preferred A.1 holders related to the preferred return from inception through March 31, 2023, and any amounts earned have been accrued and are included in the balance of redeemable noncontrolling interests presented on the consolidated statements of financial condition. As of March 31, 2023, approximately $96.5 million of preferred return related to the BCH Preferred A.1 has not been allocated to its holders due to insufficient income during those periods to fully satisfy the preferred return and will be allocable to the BCH Preferred A.1 holders in future quarterly periods to the extent that sufficient income, if any, is available for such allocation. Additionally, certain BCH Preferred A.1 holders agreed to be specially allocated any income or losses associated with the BMP Equity Incentive Plan, and certain other costs. Upon an election, a holder of BCH Preferred A.1 will be issued Class S Ordinary Units necessary to provide the holder with a number of Class S Ordinary Units that, in the aggregate, equal (a) the balance of the holder’s capital account, as limited by the annual conversion amount (as defined in the LPA), associated with the BCH Preferred A.1 Unit Accounts being converted divided by (b) either (x) prior to an initial public offering, the appraised per Class A Unit fair market value as determined by Ben and (y) following an initial public offering, the average price of a Common Unit for the thirty (30) day period ended immediately prior to the applicable conversion date. The holder of such newly issued Class S Ordinary Units may immediately convert them into Common Units. Additionally, effective December 31, 2030, if the BCH Preferred A.1 have not been converted and if Ben has not completed a public listing, they will redeem for cash in an amount equal to the then outstanding capital account balance of the accounts. If available redeeming cash (as defined in the LPA) is insufficient to satisfy any such redemption requirements, BCH, on a quarterly basis, will redeem additional BCH Preferred A.1 until all such BCH Preferred A.1 have been redeemed. The BCH Preferred A.1 are subject to certain other conversion and redemption provisions. The BCH LPA also includes certain limitations of BCH, without the consent of a majority-in-interest On November 29, 2021, GWG Holdings converted its capital account balance of $319.0 million in BCH Preferred A.1 to an equal amount of BCG Preferred B.2, resulting in a deemed dividend to GWG Holdings of $46.2 million during the year ended December 31, 2021. Additionally, on November 29, 2021, the BCH Preferred A.1 were modified pursuant to the BCH LPA, which was accounted for as an extinguishment, resulting in a deemed contribution of $12.5 million to the Company for the year ended December 31, 2021. The BCH Preferred A.1 are recorded in the consolidated statements of financial condition in the redeemable noncontrolling interest line item. The following table presents a rollforward of the redeemable noncontrolling interests for the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020: Redeemable Noncontrolling Total (Dollars in thousands) Preferred Preferred Balance, December 31, 2019 (As Restated) $ — $ 1,588,604 $ 1,588,604 Net income (loss) — (35,877 ) (35,877 ) Tax distribution to noncontrolling interest — (5,592 ) (5,592 ) Balance, December 31, 2020 — 1,547,135 1,547,135 Net income (loss) 1,264 (9,532 ) (8,268 ) Deemed dividend upon issuance for GAAP to tax basis true-up — (9,247 ) (9,247 ) Exchange of BCH Preferred Series A.1 Unit Accounts for BCG Preferred Series B.2 Unit Accounts — (312,312 ) (312,312 ) Exchange of BCH Preferred Series A.1 Unit Accounts for BCH Preferred Series A.0 Unit Accounts 251,652 (251,652 ) — Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return — (2,239 ) (2,239 ) Put option liability on grant of BCH Preferred A.1 Unit Accounts — (3,793 ) (3,793 ) BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual (1,264 ) — (1,264 ) Deemed dividend for extinguishment of redeemable noncontrolling interest and preferred equity (1,745 ) (12,455 ) (14,200 ) Balance, December 31, 2021 249,907 945,905 1,195,812 Net income (loss) 3,788 (1,290 ) 2,498 Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return — (8,424 ) (8,424 ) BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual (3,788 ) — (3,788 ) Balance, March 31, 2022 249,907 936,191 1,186,098 Net income (loss) 15,822 (4,298 ) 11,524 Deemed dividend upon issuance for U. S. GAAP to tax basis true-up — (314 ) (314 ) Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return — (37,133 ) (37,133 ) Transfer from BCH Preferred Series A.1 Unit Accounts to BCH Preferred Series A.0 Unit Accounts 1,144 (1,144 ) — BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual (15,822 ) — (15,822 ) Balance, March 31, 2023 $ 251,051 $ 893,302 $ 1,144,353 Noncontrolling Interests: Noncontrolling interests represent the portion of certain consolidated subsidiaries’ limited partnership interests or interests in the Customer ExAlt Trusts that are held by third parties. Amounts are adjusted by the noncontrolling interest holder’s proportionate share of the subsidiaries’ earnings or losses each period and for any distributions that are paid. The following table presents a rollforward of the noncontrolling interests for the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020: Noncontrolling Interests Total (Dollars in thousands) Trusts Class S Class S FLP Preferred Class A Balance, December 31, 2019 (As Restated) $ 27,062 $ 85,448 $ 17 $ — $ — $ — $ 112,527 Net income (loss) 47,582 (6,920 ) (15 ) 2,398 — — 43,045 Noncontrolling interest reclass — 1,199 1,199 (2,398 ) — — — Noncash issuance of noncontrolling interest 5,978 — — — — — 5,978 Reclass of distributions payable to noncontrolling interest holder (737 ) — — — — — (737 ) Cash contribution for BCH Preferred Series C Unit Accounts — — — — 130,200 — 130,200 Noncash issuance of BCH Preferred Series C Unit Accounts — — — — 313 — 313 Promissory note forgiveness exchange for BCH Preferred Series C Unit Accounts — (915 ) — — 71,200 — 70,285 Adjustment for change in ownership interest — (567 ) — — 3,800 — 3,233 Balance, December 31, 2020 79,885 78,245 1,201 — 205,513 — 364,844 Net income (loss) (30,513 ) (4,811 ) (30 ) 1,503 — — (33,851 ) Noncontrolling interest reclass — 740 740 (1,480 ) — — — Payment of employee payroll taxes on restricted equity units — (595 ) (595 ) — — — (1,190 ) Noncash issuance of noncontrolling interest 9,189 — — — — — 9,189 Reclass of distributions payable to noncontrolling interest holder (1,539 ) — — — — — (1,539 ) Cash contribution for BCH Preferred Series C Unit Accounts — — — — 14,800 — 14,800 Noncash issuance of BCH Preferred Series C Unit Accounts — — — — 246 — 246 Redemption of BCH Preferred Series C Unit Accounts — — — — (14,800 ) — (14,800 ) Reclass of allocated income for FLP Subclass 3 to payable — — — (23 ) — — (23 ) Balance, December 31, 2021 57,022 73,579 1,316 — 205,759 — 337,676 Net loss (55,229 ) (3,748 ) — — — — (58,977 ) Reclass of distributions payable to noncontrolling interest holder (811 ) — — — — — (811 ) Balance, March 31, 2022 982 69,831 1,316 — 205,759 — 277,888 Net income (loss) (117,861 ) (16,987 ) — 3,166 — (962 ) (132,644 ) Noncontrolling interest reclass — 1,116 1,117 (2,233 ) — — — Payment of employee payroll taxes on restricted equity units — (459 ) (460 ) — — — (919 ) Distribution to noncontrolling interest — — — — — (131 ) (131 ) Noncash issuance of noncontrolling interest 299 — — — — — 299 Reclass of distributions payable to noncontrolling interest holder (1,719 ) — — — — — (1,719 ) Reclass of allocated income for FLP Subclass 3 to payable — — — (933 ) — — (933 ) Issuance of noncontrolling interest — — — — — 2,430 2,430 Annual reallocation of FLP — (941 ) (1,116 ) — — — (2,057 ) Balance, March 31, 2023 $ (118,299 ) $ 52,560 $ 857 $ — $ 205,759 $ 1,337 $ 142,214 Preferred Series C Subclass 0 Unit Accounts The BCH Preferred C.0 are non-participating Account holders are entitled to a compounded quarterly preferred return based on a fraction, the numerator of which is (a) the sum of an inflation adjustment amount, plus (1) 0.5% prior to the initial public listing and (2) 0.75% following the initial public listing, and the denominator of which is (b) 1 minus the means of the highest effective marginal combined U.S. federal, state and local income tax rate (including the rate of taxes under Section 1411 of the Code) for a Fiscal Year prescribed for an individual resident in New York, New York (taking into account (a) the nondeductibility of expenses subject to the limitations described in Sections 67 and 68 of the Code, (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes), based on the Partnership’s most recently filed IRS form 1065, and (c) multiplied by 80%. The BCH Preferred C.0 are senior to all other classes of preferred equity other than (i) the BCH Preferred A.0 Unit Accounts in terms of ordinary distributions, and (ii) the BCH Preferred Series A.0 and Preferred Series B Unit Accounts in terms of allocations of profits and liquidation. The only conversion, redemption, or exchange rights available to the BCH Preferred C.0 are those rights afforded in accordance with the UPA, or such similar agreement. While any amount of Preferred Series C (Subclass 0 or 1) Unit Accounts is outstanding, BCH cannot make any distributions, other than tax distributions and redemptions, distributions upon a liquidation of BCH, and distributions of net consideration received from a sale of BCH, without the prior consent of a majority in interest of the holders of the Preferred Series C (Subclass 0 or 1) Unit Accounts. On November 23, 2021, an initial capital account balance of $14.8 million was created upon the conversion from BCH Preferred Series C.1, as described below. Such conversion was accounted for as an extinguishment, at par. On December 1, 2021, Ben redeemed the entire $14.8 million for cash. Preferred Series C Subclass 1 Unit Accounts The BCH Preferred C.1 Unit Accounts are non-participating BCH calculates two Preferred C.1 capital accounts: the Liquidation Capital Account and the Conversion Capital Account. In calculating the Conversion Capital Account, the Preferred C.1 Unit Accounts are allocated profits and losses junior to the Preferred A.1 Unit Accounts. In calculating the Liquidation Capital Account, the Preferred Series C.1 Unit Accounts is allocated profits and losses pari passu with the Preferred A.1 Unit Accounts. Following the exchange of any BCH Preferred C.1 Unit Accounts into BCG Common Units under the UPA, the excess of the profits and losses allocated to the BCH Preferred C.1 under the Liquidation Capital Account over the Conversion Capital Account will be deemed the “Excess Amount.” Following the creation of an Excess Amount, profit or income or gain will be specially allocated at each tax period in accordance with the principals of Treasury Regulation Section 1.704-1(b)(4)(x), The only conversion, redemption, or exchange rights available to the BCH Preferred C.1 are those rights afforded in accordance with the Preferred Series C UPA, or such similar agreement. While any amount of Preferred Series C (Subclass 0 or 1) Unit Accounts are outstanding, BCH cannot make any distributions, other than tax distributions and redemptions, distributions upon a liquidation of BCH, and distributions of net consideration received from a sale of BCH, without the prior consent of a majority in interest of the holders of the Preferred Series C (Subclass 0 or 1) Unit Accounts. The weighted average preferred return rate for the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020, was approximately 1.38%, 3.92%, 2.33%, and 0.75%, respectively. No amounts have been paid to the BCH Preferred C.1 holders related to the preferred return since issuance through March 31, 2023, and any amounts earned have been accrued and are included in the balance of noncontrolling interests presented on the consolidated statements of financial condition. There was no BCH Preferred C.1 issued during the year ended March 31, 2023 and the three months ended March 31, 2022. During the years ended December 31, 2021 and 2020, BCH issued for cash consideration of equal value $14.8 million and $130.2 million, respectively of BCH Preferred C.1 Unit Accounts. On November 23, 2021, GWG Holdings converted $14.8 million of its BCH Preferred C.1 to an equal amount of its BCH Preferred C.0. Such conversion was accounted for as an extinguishment at par. The BCH Preferred C.1 are recorded in the consolidated statements of financial condition in the noncontrolling interest line item. Class S Ordinary Units As of March 31, 2023 and March 31, 2022, BCH, a subsidiary of Ben, had issued 5.8 million and 5.8 million Class S Ordinary Units, respectively, which were all outstanding on each of the respective dates. The Class S Ordinary Units participate on a pro-rata majority-in-interest one-for-one The Class S Ordinary Units are recorded in the consolidated statements of financial condition in the noncontrolling interests line item. Class S Preferred Units The limited partnership agreement of BCH allows it to issue Class S Preferred Units, which are entitled to a quarterly preferred return. The Class S Preferred Units also participate on a pro-rata non-voting 1.2-for-1 As of March 31, 2023 and March 31, 2022, a nominal number of shares of Class S Preferred Units have been issued, respectively. Preferred return earned by the Class S Preferred Units from inception in 2019 through March 31, 2023 is $0.2 million. No amounts have been paid to the Class S Preferred Unit holders related to the preferred return from inception through March 31, 2023 and any amounts earned have been accrued and are included in the balance of Class S Preferred Units presented on the consolidated statements of financial condition. The Class S Preferred Units are recorded in the consolidated statements of financial condition in the noncontrolling interests line item. FLP Unit Accounts (Subclass 1 and Subclass 2) FLP Unit Accounts (Subclass 1 and Subclass 2) are non-unitized fee-generating During the year ended March 31, 2023, $2.2 million of income was allocated to the FLP Unit Accounts (Subclass 1 and 2), compared to no income allocation during the three months ended March 31, 2022, and $1.5 million and $2.4 million of income during the years ended December 31, 2021 and 2020, respectively. Annually, a true up of the quarterly allocations is required to match amounts allocated with annual earnings. The reallocation for the calendar year ended December 31, 2022 was $2.1 million. In addition to the above stated amounts, the FLP Subclass 1 Unit Accounts are entitled to a portion of any upward carrying value adjustment as calculated pursuant to Internal Revenue Code Section 704(b). In the event of an upward carrying value adjustment, the FLP Subclass 1 Unit Accounts are entitled to first be allocated gains associated with such carrying value adjustment equal to 15% of the value of the capital accounts of all BCH Class A Units and Class S Units, calculated based on the post-adjusted capital accounts of the then outstanding Class A and Class S Units. Immediately following any such allocation, the amount allocated is converted in Class S Ordinary Units at the then determined value. Furthermore, the amount allocated to the FLP Subclass 1 Unit Accounts is reduced by the value of any previously allocated amount pursuant to an upward carrying value adjustment, calculated as the number of Class S Units previously received multiplied by the value of those units at the time of any subsequent carrying value adjustment. To date there have been no upward carrying value adjustments leading to an allocation pursuant to this provision. FLP Unit Accounts (Subclass 3) The BCH LPA allows for the creation of the FLP Subclass 3 Unit Accounts (the “FLP 3 Unit Accounts”). On November 29, 2021, all FLP 3 Unit Accounts were issued to, and are currently held by, BHI. The FLP 3 Unit Accounts will be allocated profits from net financing revenues on a quarterly basis equal to the lesser of (i) 5% of the quarterly net financing revenues, or (ii) 10% of the average annualized stated interest (to the extent constituting net financing revenue) of the quarterly average of new loans issued by any subsidiaries of Ben during the previous twelve fiscal quarters. The FLP 3 Unit Accounts are entitled to tax and other distributions equal to 100% of the amount of profits allocated to the FLP 3 Unit Accounts, and such distributions are not subject to available cash. The FLP 3 Unit Accounts do not have any conversion features or rights. During the year ended March 31, 2023, the three months ended March 31, 2022, and the year ended December 31, 2021, $0.9 million of income, nil, and a nominal amount, was allocated to the FLP 3 Unit Accounts. Beneficiaries of the Customer ExAlt Trusts The ultimate beneficiaries of the Customer ExAlt Trusts are the Charitable Beneficiaries, unrelated third-party charities, that are entitled to i) either, depending on the applicable trust agreements, 2.5% of all distributions received by such Customer ExAlt Trusts or 5.0% of any amounts paid to Ben as payment on amounts due under each ExAlt Loan, ii) for certain Customer ExAlt Trusts, approximately 10% of the amount of excess cash Collateral, if any, following the full repayment of an ExAlt Loan; and (iii) all amounts accrued and held at the Customer ExAlt Trusts once all amounts due to Ben under the ExAlt Loans and any fees related to Ben’s services to the Customer ExAlt Trusts are paid. The Charitable Beneficiaries’ account balances with respect to its interest in such Customer ExAlt Trusts cannot be reduced to below zero. Any losses allocable to the Charitable Beneficiaries in excess of their account balances are reclassified at each period end to the trusts’ deficit account. Additional Customer ExAlt Trusts are created arising from new liquidity transactions with customers. These new Customer ExAlt Trusts, which are consolidated by Ben, result in the recognition of additional noncontrolling interest representing the interests in these new Customer ExAlt Trusts held by the Charitable Beneficiaries. For the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020, these new Customer ExAlt Trusts resulted in the recognition of additional noncontrolling interest of $0.3 million, nil, $9.2 million, and $6.0 million, respectively. The interests of the Charitable Beneficiaries in the Customer ExAlt Trusts are recorded on the consolidated statements of financial condition in the noncontrolling interests line item. Class A of CT Risk Management, L.L.C. On April 1, 2022, a minority interest in the Class A membership of CT Risk Management, L.L.C., a consolidated VIE of Ben (as further discussed in Note 17), was sold for $2.4 million in cash to the third-party involved in the loan participation transaction described in Note 10. During the year ended March 31, 2023, BFF purchased $0.1 million of the member interest bac |
Net Loss per Unit
Net Loss per Unit | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net Loss per Unit | 11. Net Loss per Share Basic and diluted net income (loss) attributable to Beneficient. per common share for the three months ended June 30, 2023 and 2022, are as follows: (Dollars in thousands) Three Months Ended June 30, 2023 2022 Net loss $ (1,155,970 ) $ (86,348 ) Less: Net income (loss) attributable to noncontrolling interests 44,552 36,247 Less: Noncontrolling interest guaranteed payment (4,105 ) (3,868 ) Net loss attributable to Beneficient common shareholders $ (1,115,523 ) $ (53,969 ) Net loss attributable to Class A common shareholders (1,013,454 ) (48,786 ) Net loss attributable to Class B common shareholders (102,069 ) (5,183 ) Weighted average of common shares outstanding - basic and diluted Class A 184,160,036 180,178,268 Class B 19,140,451 19,140,451 Net loss attributable to Beneficient per common share—Basic and Diluted Class A $ (5.50 ) $ (0.27 ) Class B $ (5.33 ) $ (0.27 ) In computing diluted net loss per unit, we considered potentially dilutive units. Anti-dilutive units not recognized in the diluted net loss per unit calculation for the three months ended June 30, 2023 and 2022, were as follows: Shares Three Months Ended June 30, 2023 2022 Class S Ordinary 5,511,967 5,834,296 Class S Preferred 48,403 86,606 Preferred Series A Subclass 0 32,060,425 19,795,627 Preferred Series A Subclass 1 112,360,624 63,880,240 Preferred Series C Subclass 1 44,040,761 16,068,912 Restricted Stock Units 7,966,488 8,419,978 Warrants 29,696,875 — Total anti-dilutive shares 231,685,543 114,085,659 Conversion of BCH Preferred C-1 Pursuant to the UPA, on July 10, 2023, the BCH Preferred C-1 | 14. Net Loss per Unit Basic and diluted net loss attributable to The Beneficient Company Group L.P. per common unit for the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020, are as follows: (Dollars in thousands) Year Ended Three Months Year Ended 2023 2022 2021 2020 Net loss $ (252,100 ) $ (100,906 ) $ (105,133 ) $ (50,872 ) Less: Net income (loss) attributable to noncontrolling interests 136,942 60,267 43,383 (7,168 ) Less: Noncontrolling interest guaranteed payment (15,822 ) (3,788 ) (1,264 ) — Net loss attributable to The Beneficient Company Group, L.P. (130,980 ) (44,427 ) (63,014 ) (58,040 ) Less: Noncash deemed contribution on extinguishment of redeemable noncontrolling interest — — 14,200 — Less: Noncash deemed dividend on extinguishment of preferred equity interests of noncontrolling interest holders — — (46,202 ) — Net loss attributable to The Beneficient Company Group, L.P. common unitholders $ (130,980 ) $ (44,427 ) $ (95,016 ) $ (58,040 ) Weighted average of common units outstanding—basic and diluted 67,486,168 67,486,168 51,534,365 45,807,648 Net loss attributable to The Beneficient Company Group, L.P. per common unit—Basic and Diluted $ (1.94 ) $ (0.66 ) $ (1.84 ) $ (1.27 ) In computing diluted net loss per unit, we considered potentially dilutive units. Anti-dilutive units not recognized in the diluted net loss per unit calculation for the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020, were as follows: Units Year Ended Three Months Year Ended 2023 2022 2021 2020 Class S Ordinary 5,835,822 5,834,296 5,811,251 5,720,627 Class S Preferred 93,678 88,606 72,126 15,288 Preferred Series A Subclass 0 19,795,997 19,706,509 1,664,303 — Preferred Series A Subclass 1 78,972,518 79,711,972 121,956,222 127,088,320 Preferred Series C 16,068,912 16,068,912 16,340,086 4,845,358 Restricted Equity Units 6,832,280 6,250,572 6,191,271 5,569,576 Total anti-dilutive units 127,599,207 127,660,867 152,035,259 143,239,169 Additionally, anti-dilutive units of BCH Preferred B.2 are not included in the table above, as these securities convert upon an Initial Listing Event and are therefore considered contingently convertible and based upon a condition that has not yet occurred as of the end of the reporting period. |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 12. Income Taxes The components of income tax expense (benefit) for the three months ended June 30, 2023 and 2022, were as follows: (Dollars in thousands) Three Months Ended June 30, 2023 2022 Deferred expense Federal $ — $ 397 Income tax expense (benefit) $ — $ 397 | 15. Income Taxes The components of income tax expense (benefit) for the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020, were as follows: (Dollars in thousands) Year Ended Three Months Year Ended Year Ended Deferred expense Federal $ (1,072 ) $ 1,072 $ — $ 3,459 Income tax expense (benefit) $ (1,072 ) $ 1,072 $ — $ 3,459 Income tax expense differs from the amounts computed by applying the Federal statutory rate to pre-tax (Dollars in thousands) Year Three Year Ended Year Ended Expected statutory income tax benefit $ (51,011 ) $ (9,381 ) $ (20,403 ) $ (19,949 ) Amounts attributable to non-taxable 41,240 5,279 19,413 19,030 Amounts not deductible for income tax 505 11 (776 ) 1,368 Change in valuation allowance 8,194 5,163 1,766 3,010 Income tax expense (benefit) $ (1,072 ) $ 1,072 $ — $ 3,459 The components of gross deferred tax assets and gross deferred tax liabilities as of March 31, 2023 and March 31, 2022, are as follows (included in other assets): (Dollars in thousands) March 31, March 31, Deferred income tax assets: Passthrough differences—temporary $ 17,142 $ 8,948 Net operating loss 991 991 Non-current 18,133 9,939 Deferred income tax liabilities: Other — (1,072 ) Non-current — (1,072 ) Less: valuation allowance 18,133 9,939 Total deferred income tax liability $ — $ (1,072 ) As of March 31, 2023 and March 31, 2022, our gross federal net operating loss carryforwards for income tax purposes were approximately $4.7 million and $4.7 million, respectively. Under the Tax Act, federal net operating loss carryforwards can be carried forward indefinitely but limits the deduction for federal net operating losses to 80% of taxable income. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred over the past three years and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of March 31, 2023 and March 31, 2022. The Company does not have any significant uncertain tax positions as of March 31, 2023 and March 31, 2022, and the 2019, 2020, 2021 and 2022 tax years remain subject to examination by major tax jurisdictions as of the date of this report. |
Related Parties
Related Parties | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Related Party Transactions [Abstract] | ||
Related Parties | 13. Related Parties Relationship with Beneficient Management Counselors, L.L.C. For periods prior to the conversion of BCG to a Nevada corporation, Ben Management was the general partner of Ben and Ben Management was governed by a board of directors. The governing document of Ben Management provided that Beneficient Management Counselors, L.L.C. (“BMC”), wholly owned by one of several Related Entities, determined the directors of Ben Management who filled 49% of the Board seats. BMC was also entitled to select (a) 50% of the membership of the Ben Management’s Nominating Committee and Executive Committee and appoint the chair of each of these committees, and (b) 50% of the membership of the Community Reinvestment Committee (CRC) and the CRC’s chairperson and lead committee member. Certain decisions with respect to Ben’s charitable giving program were delegated to the CRC, including certain decisions on behalf of BFF as a Kansas TEFFI. Decisions regarding appointment and removal of Ben Management’s directors, other than directors appointed by BMC, were delegated, with certain exceptions, to the Nominating Committee of Ben Management of which our Chief Executive Officer and Chairman was a member and Chairman. In the event of a tie vote of the Nominating Committee on a vote for the appointment or removal of a director, the majority of the then total number of directors serving on the board of directors would break the tie; provided that upon and following a “trigger event” (as defined in Ben Management’s governing document) the chair of the Nominating Committee may cast the tie-breaking Services Agreement with Bradley Capital Company, L.L.C. BCG and BCH entered into an agreement with Bradley Capital Company, L.L.C. (“Bradley Capital”) and BMC effective June 1, 2017 (the “Bradley Capital Agreement”), which was then amended and restated effective January 1, 2022 (the “A&R Bradley Capital Agreement”). Bradley Capital is a Related Entity. Under the Bradley Capital Agreement and the A&R Bradley Capital Agreement, Bradley Capital is entitled to a current base fee of $0.4 million per quarter for executive level services provided by an executive of Bradley Capital, who, prior to BCG’s conversion to a Nevada corporation on June 7, 2023, was our Chief Executive Officer and Chairman of Ben Management’s Board of Directors and currently is our Chief Executive Officer and Chairman of our Board of Directors, together with a current supplemental fee of $0.2 million per quarter for administrative and financial analysis, with both the base fee and supplemental fee, subject to an annual inflation adjustment. The base fee may be increased by the provider up to two times the initial base fee per quarter to cover increases in the cost of providing the services, or in the event of an expansion of the scope of the services, with the approval of the Executive Committee of the Board of Ben Management prior to June 7, 2023 and the Executive Committee of our Board subsequent to June 7, 2023, of which our CEO & Chairman is a member and Chairman. Our CEO and Chairman receives an annual salary from the Company of $0.2 million and both he and other employees of Bradley Capital can participate in equity incentive plans sponsored by the Company. The Bradley Capital Agreement and the A&R Bradley Capital Agreement also includes a payment from Ben of $0.2 million per year, paid in equal quarterly installments, to cover on-going predecessor entities prior to September 1, 2017, which on-going The Bradley Capital Agreement and the A&R Bradley Capital Agreement requires Ben to reimburse Bradley Capital or its affiliates for taxes, fees, and expenses, including legal fees and related costs, relating to the contributions by affiliates of Bradley Capital of equity or debt interests in Ben to public charitable trusts in connection with the 2017-18 provides office space and access to needed technology systems and telephone services. Payments by Ben to Bradley Capital and its affiliates are guaranteed and subject to enforcement by the state courts in Delaware in the event of default. The A&R Bradley Capital Agreement extended through December 31, 2022, with an automatic annual one-year On June 7, 2023 BCG’s existing Bradley Capital Agreement, was replaced by a Second Amended and Restated Services Agreement (the “Second A&R Bradley Capital Agreement”) with the Company as a party. The Second A&R Bradley Capital Agreement is substantially similar to the existing Bradley Capital Agreement, subject to certain changes as follows. The Executive Committee (as defined in the Second A&R Bradley Capital Agreement) reference was revised to refer to the Executive Committee of the Board, and the Second A&R Bradley Capital Agreement expressly states that it shall in no way limit the authority of Board to appoint and remove officers of the Company, including its chief executive officer. The term of the Second A&R Bradley Capital Agreement extends through December 31, 2023, with an annual one-year During the three months ended June 30, 2023 and 2022, the Company recognized expenses totaling $0.7 million and $0.6 million related to this services agreement, respectively. As of June 30, 2023 and March 31, 2023, $4.3 million and $3.6 million, respectively, was owed to Bradley Capital related to this services agreement, which is reflected in the accounts payable and accrued expenses line item on the consolidated statements of financial condition. Aircraft Sublease with Bradley Capital Effective January 1, 2022 and January 1, 2023, The Beneficient Company Group (USA), L.L.C. (“Beneficient USA”), a subsidiary of BCH, as sublessee, Bradley Capital, as sublessor, and BCG, solely as it relates to the guarantee it makes to Bradley Capital as set forth therein, entered into an Aircraft Sublease Agreement (the “Aircraft Sublease”). Pursuant to the Aircraft Sublease, Bradley Capital subleases the aircraft described therein, without a crew, to Beneficient USA for discrete periods of use. Beneficient USA is required to pay a quarterly rental of $1.4 million plus direct operating expenses incurred for Ben’s use of the aircraft. Bradley Capital is required to pay any other fixed and variable costs of operating the aircraft. Beneficient USA is also required to provide its own pilot(s) and crew, and Beneficient USA has entered into a separate Flight Crew Services Agreement with an unrelated third-party to provide the qualified flight crew. The term of the Aircraft Sublease is one (1) year and may be terminated by either party upon three (3) days prior written notice and will automatically terminate upon the sale or similar disposition of the aircraft or the termination of the underlying lease agreement. Additionally, BCG agrees to unconditionally guarantee, for the benefit of Bradley Capital, all of the obligations of Beneficient USA to Bradley Capital under the Aircraft Sublease. During the three months ended June 30, 2023 and 2022, BCH expensed $1.4 million and $1.6 million, respectively, in lease and direct operating expenses related to this agreement. No amounts have been paid to Bradley Capital related to the aircraft sublease. As of June 30, 2023 and March 31, 2023, $8.3 million and $6.9 million, respectively, of accrued costs related to the sublease is reflected in the accounts payable and accrued expenses line item on the consolidated statements of financial condition. As discussed below, BHI, a Related Entity (which as defined above is an entity associated with our founder), entered into a Contribution Agreement with BCH and BCG pursuant to which BHI has agreed to reimburse BCG for a significant portion of the costs incurred by Beneficient USA under the Aircraft Sublease. Relationship with Beneficient Holdings, Inc. Beneficient USA, a subsidiary of BCH, entered into with BHI, a Related Entity, a Services Agreement effective July 1, 2017 (the “BHI Services Agreement”). BHI pays an annual fee of $30,000 to Ben for the provision of trust administration services for Related Entities and all trusts affiliated with its family trustee as that term is defined in the governing documents for a Related Entity. Beneficient USA also is required to provide any other services requested by BHI, subject to any restrictions in the operating agreement of BHI, at cost. The term of the BHI Services Agreement extends for the longer of (i) five years past the expiration or termination of the Bradley Capital Agreement, or (ii) seven years after the family trustee of the Related Entity is no longer a primary beneficiary of any trust affiliated with the family trustee. The Company recognized income during the three months ended June 30, 2023 and 2022, respectively, in accordance with the agreement. In conjunction with the execution of the Aircraft Sublease, BHI, a Related Entity, BCH, and BCG entered into a Contribution Agreement effective as of January 1, 2022 and January 1, 2023 (the “Contribution Agreement”). Pursuant to the Contribution Agreement, BHI agrees to pay to BCH, on the last business day of each calendar quarter, any amounts paid by BCH during the quarter for the use of an aircraft under the Aircraft Sublease, or any similar lease or sublease, which would include the quarterly rental under the Aircraft Sublease. In addition, BHI agrees to pay to BCH any amounts paid related to fixed monthly or quarterly costs incurred in connection with such aircraft lease or sublease in an amount not to exceed $250,000 per year. This additional payment is intended to partially cover flight crew costs and other related costs. Each contribution is conditioned upon (i) the effectiveness of the Aircraft Sublease, and (ii) BCH’s timely payment to BHI of the guaranteed payment to be made to holders of BCH Preferred A.0 for the respective quarter in which such contribution is to be paid (whether or not waived in accordance with the terms of the BCH LPA); provided, that if such guaranteed payment is not timely paid, or is only paid in part, for any given quarter, then any contributions contemplated under the Contribution Agreement for such quarter will not be owed. In the event such guaranteed payment is subsequently paid in full, then any previously unfunded contributions for the applicable quarter under the Contribution Agreement will become immediately due and payable on the last business day of the calendar quarter in which such guaranteed payment is paid in full. All payments made by BHI to BCH pursuant to the Contribution Agreement shall be treated as capital contributions, as defined in the BCH LPA, by BHI to BCH and shall be added to BHI’s sub-capital sub-capital BHI owns the majority of the Class S Ordinary Units, Class S Preferred Units, BCH Preferred A.0, BCH Preferred A.1, and FLP Subclass 1 and Subclass 3 Unit Accounts issued by BCH. Additionally, BHI expects to receive tax distributions from HCLP arising from the repayment of the Second Lien Credit Agreement to cover any tax liability associated with the 2019 contribution of the Second Lien Credit Agreement to HCLP. Additionally, if HCLP is liquidated while the Second Lien Credit Agreement is still outstanding, the Second Lien Credit Agreement will transfer back to BHI. HCLP Nominees, L.L.C. HCLP is an indirect subsidiary of Highland Consolidated, L.L.C. (“Highland”). Ben’s Chairman and CEO is a beneficiary and trust investment advisor of the trusts that control, and are the partners of, Highland. Loans to and investments with or in the Related Entities have been and may be made by Highland, or its affiliates, as applicable, using proceeds from loan repayments made by Ben to HCLP in its capacity as Lender to Ben. Ben is not a party to these transactions between Highland and the Related Entities. A long-standing lending and investment relationship of 25 years exists between Highland (and its affiliates or related parties), on the one hand, and Related Entities, on the other. From time to time, Highland or its affiliates have advanced funds under various lending and investing arrangements to Related Entities, and such Related Entities have made repayments to Highland or its affiliates, as applicable, both in cash and in kind. As of June 30, 2021, Highland and the applicable Related Entity mutually agreed to satisfy all obligations under all outstanding loans among Highland and the Related Entity via full payment and satisfaction of the existing loan balances (the “Loan Balances”) by in-kind “In-Kind In-Kind In-Kind Since June 30, 2021, additional net advances have been made by Highland to a Related Entity. As of June 30, 2023 and March 31, 2023, Highland Consolidated, L.P. had outstanding loans in the principal amount of $12.7 million and $14.0 million, respectively, with a Related Entity. Ben is not a party to these loans, nor has it secured or guaranteed the loans. Relationship with The Heppner Endowment for Research Organizations, L.L.C. (“HERO”) and Research Ranch Operating Company, L.L.C (“RROC”). HERO and RROC are indirectly owned by a Related Entity. HERO’s purposes are (i) to serve as an advisor to National Philanthropic Trust (“NPT”), an unrelated third-party charitable organization, regarding the disbursement of grants to qualifying organizations, and (ii) to serve as an advisor to NPT regarding the administration of charitable contributions made for the benefit of such qualifying organizations. Although HERO can advise on these matters, NPT has all final decision-making authority on charitable contributions and complete control over the proceeds received by the charitable organizations. The charitable accounts administered by NPT (“Charitable Accounts”), the beneficiaries of which have historically been multiple Texas universities, have historically received proceeds from certain trusts settled and funded by customers of Ben, in support of their charitable initiatives. HERO does not receive any proceeds from trusts settled and funded by customers of Ben. RROC’s purpose is to provide funding and operational support for the research activities conducted by the qualified charities. The funding received by RROC, from proceeds of trusts settled and funded by certain customers of Ben, may be used, in RROC’s discretion, to (i) provide appropriate facilities and properties for the charitable organizations to utilize as part of their charitable initiatives (those properties and facilities being owned by a Related Entity), and (ii) provide fee revenue to RROC. RROC is granted such rights and authority pursuant to trust instruments entered into between a customer and subsidiaries of Ben as well as an agreement with NPT. Ben’s subsidiaries provide financing to the Customer ExAlt Trusts and Ben is paid as an agent of the trustees for administrative services it provides to the trusts. Ben has certain outstanding payables, including accrued interest, to RROC and the Charitable Accounts (for the benefit of the Texas universities as discussed above) of $2.1 million and approximately $2.1 million as of June 30, 2023 and March 31, 2023, respectively. There were no payments made during the three months ended June 30, 2023 and 2022. Due to changes in the Customer ExAlt Trust agreements, no incremental amounts are expected to be allocated to RROC or the Charitable Accounts other than those amounts already provided by certain prior trust agreements. During the three months ended June 30, 2023, the trust advisor to certain of the Customer ExAlt Trusts reassigned the beneficial interest held at NPT to the Kansas TEFFI Economic Growth Trust. Beneficient Heartland Foundation, Inc. On January 20, 2022, Beneficient Heartland Foundation, Inc. (“BHF”) was formed as a Kansas nonprofit corporation to receive economic growth contributions pursuant to the TEFFI legislation. BHF is governed by a 13-member BFF is the sole member of BHF and has the right to appoint eleven members of BHF’s Board of Directors. The remaining two board members are appointed by BMC. Pursuant to the requirements of the Internal Revenue Code, BFF’s governing documents prohibit any of BHF’s assets or earnings from inuring to the benefit of BFF, BMC, or any director, officer or other private individual. The Kansas TEFFI Economic Growth Trust The Kansas Economic Growth Trust (the “EGT”) is a common law trust formed on December 7, 2021 by and between an individual as independent trustee, Ben Custody as administrator, and BCH as advisor. The purpose of the EGT is to receive the proceeds of the Customer ExAlt Trusts that are allocable to the Charitable Beneficiaries and to allocate such proceeds between the Kansas Department of Commerce and qualified charitable organizations (including the Beneficient Heartland Foundation, Inc.) in accordance with the requirements of the TEFFI legislation. The proceeds received by the EGT are dedicated exclusively to charitable purposes and the trust agreement prohibits any of the EGT’s assets or earnings from inuring to the benefit of Ben Custody, BCH, any director, officer or other private individual. As noted above, Ben Custody provides administrative and accounting services to the EGT, and BCH serves as advisor to the trustee with respect to the administration and distribution of the trust. Neither Ben Custody nor BCH charges a fee for these services. During the year ended March 31, 2023, the trust advisor to certain of the Customer ExAlt Trusts reassigned the beneficial interest held at NPT to the EGT. Ben has an outstanding payable to EGT of nominal and $0.1 million as of June 30, 2023 and March 31, 2023, respectively. Ben paid $0.4 million and $0.7 million during the three months ended June 30, 2023 and 2022. Additionally, during the year ended March 31, 2023, Ben sold its Kansas properties to the EGT in exchange for a $1.4 million promissory note receivable, which is reflected in the other assets line item on the consolidated statements of financial condition. Hicks Holdings, L.L.C. Hicks Holdings, L.L.C., an entity associated with one of Ben’s current directors, is one of the owners and serves as the manager of a limited liability company (“SPV”). A Related Entity also has ownership in the SPV. The SPV holds a BCH Preferred A.0 Unit Account and BCH Preferred A.1 Unit Account among its investment holdings. Hicks Holdings Operating, LLC, an entity associated with one of Ben’s current directors, owns directly a BCH Preferred A.0 Unit Account, BCH Preferred A.1 Unit Account, Class S Ordinary Units, and Class B common stock of Beneficient. Hicks Holdings was granted its BCH Preferred A.1 Unit Account and Class S Ordinary Units as compensation for services provided in 2018. Hicks Holdings was granted its BCH Preferred A.0 Unit Account when a portion of the existing BCH Preferred A.1 converted to BCH Preferred A.0 in 2021. Hicks Holdings converted a portion of its existing BCH Preferred A.1 to Class B common stock of Beneficient in June 2023 in connection with the recapitalization of BCG described in Note 4. The total preferred equity and Class S Ordinary balance as of June 30, 2023 and March 31, 2023, was $58.8 million and $72.6 million, respectively. Hicks Holdings held 1,322,208 shares of Class B common stock as of June 30, 2023. Shared Services Agreement with GWG Holdings On May 27, 2020, Ben and GWG Holdings (acting through a then constituted special committee of the Board of Directors of GWG Holdings) entered into a shared services agreement effective as of January 1, 2020 (the “Shared Services Agreement”). Pursuant to the Shared Services Agreement, GWG Holdings pays a quarterly fee to Ben for the provision of accounting and finance, general and administrative, human resources, sales administration and marketing, underwriting and risk management, information technology and legal services for GWG Holdings and its direct or wholly-owned subsidiaries. The total service fee for each quarter is determined in good faith by Ben on the final day of such quarter in accordance with the cost allocation methodology maintained on Ben’s books and records, which provides that, to the extent the Services are eligible for the “services cost method,” as defined in Treasury Regulation §1.482-9(b), §1.482-9(e). The term of the Shared Services Agreement had an initial term of one year from the effective date and renewed automatically for successive one-year | 16. Related Parties Relationship with Beneficient Management Counselors, L.L.C. Ben Management is the general partner of Ben and is governed by a board of directors. The governing document of Ben Management provides that Beneficient Management Counselors, L.L.C. (“BMC”), wholly owned by one of several Related Entities, determine the directors of Ben Management who fill 49% of the Board seats. BMC is also entitled to select (a) 50% of the membership of the Ben Management’s Nominating Committee and Executive Committee and appoint the chair of each of these committees, and (b) 50% of the membership of the Community Reinvestment Committee (CRC) and the CRC’s chairperson and lead committee member. Certain decisions with respect to Ben’s charitable giving program are delegated to the CRC, including certain decisions on behalf of BFF as a Kansas TEFFI. Decisions regarding appointment and removal of Ben Management’s directors, other than directors appointed by BMC, are delegated, with certain exceptions, to the Nominating Committee of Ben Management of which our Chief Executive Officer and Chairman is a member and Chairman. In the event of a tie vote of the Nominating Committee on a vote for the appointment or removal of a director, the majority of the then total number of directors serving on the board of directors will break the tie; provided that upon and following a “trigger event” (as defined in Ben Management’s governing document) the chair of the Nominating Committee may cast the tie-breaking Services Agreement with Bradley Capital Company, L.L.C. Ben is the general partner of BCH and together they entered into an agreement with Bradley Capital Company, L.L.C. (“Bradley Capital”) and BMC effective June 1, 2017 (the “Bradley Capital Agreement”), which was then amended and restated effective January 1, 2022 (the “A&R Bradley Capital Agreement”). Bradley Capital is a Related Entity. Under the Bradley Capital Agreement and the A&R Bradley Capital Agreement, Bradley Capital is entitled to a current base fee of $0.4 million per quarter for executive level services provided by an executive of Bradley Capital, who is currently designated as our Chief Executive Officer and Chairman of Ben Management’s Board of Directors, together with a current supplemental fee of $0.2 million per quarter for administrative and financial analysis, with both the base fee and supplemental fee, subject to an annual inflation adjustment. The base fee may be increased by the provider up to two times the initial base fee per quarter to cover increases in the cost of providing the services, or in the event of an expansion of the scope of the services, with the approval of the Executive Committee of the Board of Ben Management of which our CEO & Chairman of Ben Management’s Board of Directors is a member and Chairman. Our CEO and Chairman of Ben Management’s Board of Directors receives an annual salary from the Company of $0.2 million and both he and other employees of Bradley Capital can participate in equity incentive plans sponsored by the Company. The Bradley Capital Agreement and the A&R Bradley Capital Agreement also includes a payment from Ben of $0.2 million per year, paid in equal quarterly installments, to cover on-going on-going Under the Bradley Capital Agreement, Ben was also required to reimburse Bradley Capital for out-of-pocket The Bradley Capital Agreement and the A&R Bradley Capital Agreement requires Ben to reimburse Bradley Capital or its affiliates for taxes, fees, and expenses, including legal fees and related costs, relating to the contributions by affiliates of Bradley Capital of equity or debt interests in Ben to public charitable trusts in connection with the 2017-18 one-year As part of the May 2018 change of control of Ben, the Company obtained a valuation of the enterprise and its classes of equity as required by ASC 805 due to the application of pushdown accounting. This valuation incorporated, among other things, estimates of current and future costs arising from related party contracts, including the Bradley Capital Agreement and the BHI Services Agreement (defined below). Each class of the Company’s equity was then recorded at its fair value as set forth in valuation analysis, with the preferred equity held by Ben’s founders reduced for, among other things, (i) the balance of outstanding debt of the Company, including related party debt, and (ii) any decrease in the value of the Company, up to the entire founders’ preferred equity amount outstanding, including decreases arising from the present value of the estimated costs of the related party contracts, including estimated costs related to private travel under the terms of the Bradley Capital Agreement. During the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020, the Company recognized expenses totaling $2.6 million, $0.6 million, $4.1 million, and $3.8 million, respectively, related to this services agreement, respectively. As of March 31, 2023 and March 31, 2022, $3.6 million and $3.5 million, respectively, was owed to Bradley Capital related to this services agreement. Aircraft Sublease with Bradley Capital Effective January 1, 2022 and January 1, 2023, The Beneficient Company Group (USA), L.L.C. (“Beneficient USA”), a subsidiary of BCH, as sublessee, Bradley Capital, as sublessor, and BCG, solely as it relates to the guarantee it makes to Bradley Capital as set forth therein, entered into an Aircraft Sublease Agreement (the “Aircraft Sublease”). Pursuant to the Aircraft Sublease, Bradley Capital subleases the aircraft described therein, without a crew, to Beneficient USA for discrete periods of use. Beneficient USA is required to pay a quarterly rental of $1.4 million plus direct operating expenses incurred for Ben’s use of the aircraft. Bradley Capital is required to pay any other fixed and variable costs of operating the aircraft. Beneficient USA is also required to provide its own pilot(s) and crew, and Beneficient USA has entered into a separate Flight Crew Services Agreement with an unrelated third-party to provide the qualified flight crew. The term of the Aircraft Sublease is one (1) year and may be terminated by either party upon three (3) days prior written notice and will automatically terminate upon the sale or similar disposition of the aircraft or the termination of the underlying lease agreement. Additionally, BCG agrees to unconditionally guarantee, for the benefit of Bradley Capital, all of the obligations of Beneficient USA to Bradley Capital under the Aircraft Sublease. During the year ended March 31, 2023 and the three months ended March 31, 2022, BCH expensed $6.1 million and $1.7 million, respectively, in lease and direct operating expenses related to this agreement. As discussed below, BHI, a Related Entity (which as defined above is an entity associated with our founder), entered into a Contribution Agreement with BCH and BCG pursuant to which BHI has agreed to reimburse BCG for a significant portion of the costs incurred by Beneficient USA under the Aircraft Sublease. Guaranty made to Bradley Capital In conjunction with the execution of the A&R Bradley Capital Agreement and the Aircraft Sublease, Bradley Capital and BCH entered into a Guaranty effective as of January 1, 2022 (the “Guaranty”). Pursuant to the Guaranty, BCH provides an unlimited, irrevocable, and unconditional guaranty in favor of Bradley Capital guaranteeing the complete and timely payment of any and all amounts due up to $20.0 million from Bradley Capital to a lender under any financing arrangement with Bradley Capital, the proceeds of which were used in the acquisition of the aircraft under the Aircraft Sublease or any other aircraft acquired by Bradley Capital in connection with Bradley Capital’s obligations under the Bradley Capital Agreement. No guaranty payments were required from BCH as of March 31, 2023 and March 31, 2022. Bradley Capital does not currently have an outstanding guarantee to any third-party lender, and none are currently contemplated at the time of the issuance of these financial statements. Effective as of December 9, 2022, Bradley Capital and BCH entered into an agreement pursuant to which Bradley Capital agreed not to enforce the Guaranty or any obligations of BCH thereunder nor utilize the Guaranty in any manner unless and until the withdrawal of the registration statement on Form S-4 Relationship with Beneficient Holdings, Inc. Beneficient USA, a subsidiary of BCH, entered into with BHI, a Related Entity, a Services Agreement effective July 1, 2017 (the “BHI Services Agreement”). BHI pays an annual fee of $30,000 to Ben for the provision of trust administration services for Related Entities and all trusts affiliated with its family trustee as that term is defined in the governing documents for a Related Entity. Beneficient USA also is required to provide any other services requested by BHI, subject to any restrictions in the operating agreement of BHI, at cost. The term of the BHI Services Agreement extends for the longer of (i) five years past the expiration or termination of the Bradley Capital Agreement, or (ii) seven years after the family trustee of the Related Entity is no longer a primary beneficiary of any trust affiliated with the family trustee. The Company recognized income during the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020, respectively, in accordance with the agreement. In conjunction with the execution of the Aircraft Sublease, BHI, a Related Entity, BCH, and BCG entered into a Contribution Agreement effective as of January 1, 2022 and January 1, 2023 (the “Contribution Agreement”). Pursuant to the Contribution Agreement, BHI agrees to pay to BCH, on the last business day of each calendar quarter, any amounts paid by BCH during the quarter for the use of an aircraft under the Aircraft Sublease, or any similar lease or sublease, which would include the quarterly rental under the Aircraft Sublease. In addition, BHI agrees to pay to BCH any amounts paid related to fixed monthly or quarterly costs incurred in connection with such aircraft lease or sublease in an amount not to exceed $250,000 per year. This additional payment is intended to partially cover flight crew costs and other related costs. Each contribution is conditioned upon (i) the effectiveness of the Aircraft Sublease, (ii) the effectiveness of the Guaranty (as defined above), and (iii) BCH’s timely payment to BHI of the guaranteed payment to be made to holders of BCH Preferred A.0 for the respective quarter in which such contribution is to be paid (whether or not waived in accordance with the terms of the BCH LPA); provided, that if such guaranteed payment is not timely paid, or is only paid in part, for any given quarter, then any contributions contemplated under the Contribution Agreement for such quarter will not be owed. In the event such guaranteed payment is subsequently paid in full, then any previously unfunded contributions for the applicable quarter under the Contribution Agreement will become immediately due and payable on the last business day of the calendar quarter in which such guaranteed payment is paid in full. All payments made by BHI to BCH pursuant to the Contribution Agreement shall be treated as capital contributions, as defined in the BCH LPA, by BHI to BCH and shall be added to BHI’s sub-capital sub-capital BHI owns the majority of the Class S Ordinary Units, Class S Preferred Units, BCH Preferred A.0, BCH Preferred A.1, and FLP Subclass 1 and Subclass 3 Unit Accounts issued by BCH. Additionally, BHI expects to receive tax distributions from HCLP arising from the repayment of the Second Lien Credit Agreement to cover any tax liability associated with the 2019 contribution of the Second Lien Credit Agreement to HCLP. Additionally, if HCLP is liquidated while the Second Lien Credit Agreement is still outstanding, the Second Lien Credit Agreement will transfer back to BHI. Finally, see discussion above under “ Services Agreement with Bradley Capital” HCLP Nominees, L.L.C. HCLP is an indirect subsidiary of Highland Consolidated, L.L.C. (“Highland”). Ben’s Chairman and CEO is a beneficiary and trust investment advisor of the trusts that control, and are the partners of, Highland. Loans to and investments with or in the Related Entities have been and may be made by Highland, or its affiliates, as applicable, using proceeds from loan repayments made by Ben to HCLP in its capacity as Lender to Ben. Ben is not a party to these transactions between Highland and the Related Entities. A long-standing lending and investment relationship of 25 years exists between Highland (and its affiliates or related parties), on the one hand, and Related Entities, on the other. From time to time, Highland or its affiliates have advanced funds under various lending and investing arrangements to Related Entities, and such Related Entities have made repayments to Highland or its affiliates, as applicable, both in cash and in kind. As of June 30, 2021, Highland and the applicable Related Entity mutually agreed to satisfy all obligations under all outstanding loans among Highland and the Related Entity via full payment and satisfaction of the existing loan balances (the “Loan Balances”) by in-kind “In-Kind In-Kind In-Kind Since June 30, 2021, additional net advances have been made by Highland to a Related Entity. As of March 31, 2023 and March 31, 2022, Highland Consolidated, L.P. had outstanding loans in the principal amount of $14.0 million and $3.3 million, respectively, with a Related Entity. Ben is not a party to these loans, nor has it secured or guaranteed the loans. Administrative Services Agreement between Constitution Private Capital Company, L.L.C. (“Constitution”) and Beneficient USA. Constitution is an entity owned 50.5% by a Related Entity and 49.5% by an entity controlled by our Board of Directors. It was founded in 1986 and acquired by a Related Entity in 1996. Constitution currently manages three private equity fund-of-funds. month-end Preferred Liquidity Provider Agreement with Constitution. In May 2019, BCC entered into an agreement with Constitution (the “Preferred Liquidity Provider Agreement”) under which at Constitution’s option, BCC will provide liquidity to alternative asset funds sponsored by Constitution at an advance rate of not less than 82% of NAV, to the extent such funds meet certain specified qualifications. For a fund to qualify for the liquidity option, it must, among other things, hold investments that were approved or deemed approved by BCC at the time a fund makes such investments. BCC is required to provide liquidity in any combination, at its discretion, of cash, U.S. exchange traded funds registered under the Investment Company Act of 1940, or securities traded on a national securities exchange. BCC’s obligation under the Preferred Liquidity Provider Agreement is guaranteed by Ben and BCH. The Preferred Liquidity Provider Agreement may be terminated solely by mutual consent of Ben and Constitution. Ben and Constitution have not contracted for any liquidity under this agreement through March 31, 2023. Relationship with The Heppner Endowment for Research Organizations, L.L.C. (“HERO”) and Research Ranch Operating Company, L.L.C (“RROC”). HERO and RROC are indirectly owned by a Related Entity. HERO’s purposes are (i) to serve as an advisor to National Philanthropic Trust (“NPT”), an unrelated third-party charitable organization, regarding the disbursement of grants to qualifying organizations, and (ii) to serve as an advisor to NPT regarding the administration of charitable contributions made for the benefit of such qualifying organizations. Although HERO can advise on these matters, NPT has all final decision-making authority on charitable contributions and complete control over the proceeds received by the charitable organizations. The charitable accounts administered by NPT (“Charitable Accounts”), the beneficiaries of which have historically been multiple Texas universities, have historically received proceeds from certain trusts settled and funded by customers of Ben, in support of their charitable initiatives. HERO does not receive any proceeds from trusts settled and funded by customers of Ben. RROC’s purpose is to provide funding and operational support for the research activities conducted by qualified charities. The funding received by RROC, from proceeds of trusts settled and funded by certain customers of Ben, may be used, in RROC’s discretion, to (i) provide appropriate facilities and properties for the charitable organizations to utilize as part of their charitable initiatives (those properties and facilities being owned by a Related Entity), and (ii) provide fee revenue to RROC. RROC is granted such rights and authority pursuant to trust instruments entered into between a customer and subsidiaries of Ben as well as an agreement with NPT. Ben’s subsidiaries provide financing to the Customer ExAlt Trusts and Ben is paid as an agent of the trustees for administrative services it provides to the trusts. Ben has certain outstanding payables, including accrued interest, to RROC and the Charitable Accounts (for the benefit of the Texas universities as discussed above) of approximately $2.1 million and $2.7 million as of March 31, 2023 and March 31, 2022, respectively. During the year ended March 31, 2023, Ben paid $0.8 million. There were no payments made during the three months ended March 31, 2022 and the years ended December 31, 2021 and 2020. Due to changes in the Customer ExAlt Trust agreements, no incremental amounts are expected to be allocated to RROC or the Charitable Accounts other than those amounts already provided by certain prior trust agreements. During the year ended March 31, 2023, the trust advisor to certain of the Customer ExAlt Trusts reassigned the beneficial interest held at NPT to the Kansas TEFFI Economic Growth Trust. Beneficient Heartland Foundation, Inc. On January 20, 2022, Beneficient Heartland Foundation, Inc. (“BHF”) was formed as a Kansas nonprofit corporation to receive economic growth contributions pursuant to the TEFFI legislation. BHF is governed by a 13-member BFF is the sole member of BHF and has the right to appoint eleven members of BHF’s Board of Directors. The remaining two board members are appointed by BMC. Pursuant to the requirements of the Internal Revenue Code, BFF’s governing documents prohibit any of BHF’s assets or earnings from inuring to the benefit of BFF, BMC, or any director, officer or other private individual. The Kansas TEFFI Economic Growth Trust The Kansas Economic Growth Trust (the “EGT”) is a common law trust formed on December 7, 2021 by and between an individual as independent trustee, Ben Custody as administrator, and BCH as advisor. The purpose of the EGT is to receive the proceeds of the Customer ExAlt Trusts that are allocable to the Charitable Beneficiaries and to allocate such proceeds between the Kansas Department of Commerce and qualified charitable organizations (including the Beneficient Heartland Foundation, Inc.) in accordance with the requirements of the TEFFI legislation. The proceeds received by the EGT are dedicated exclusively to charitable purposes and the trust agreement prohibits any of the EGT’s assets or earnings from inuring to the benefit of Ben Custody, BCH, any director, officer or other private individual. As noted above, Ben Custody provides administrative and accounting services to the EGT, and BCH serves as advisor to the trustee with respect to the administration and distribution of the trust. Neither Ben Custody nor BCH charges a fee for these services. During the year ended March 31, 2023, the trust advisor to certain of the Customer ExAlt Trusts reassigned the beneficial interest held at NPT to the EGT. Ben has an outstanding payable to EGT of $0.1 million and $0.7 million as of March 31, 2023 and March 31, 2022, respectively. Ben paid $2.7 million during the year ended March 31, 2023. There were no amounts paid during the three months ended March 31, 2022 and the years ended December 31, 2021 and 2020. Additionally, during the year ended March 31, 2023, Ben sold certain entities that held Kansas properties to the EGT in exchange for a $1.4 million promissory note receivable. Hicks Holdings, L.L.C. Hicks Holdings, L.L.C., an entity associated with one of Ben’s current directors, is one of the owners and serves as the manager of a limited liability company (“SPV”). A Related Entity also has ownership in the SPV. The SPV holds a BCH Preferred A.0 Unit Account and BCH Preferred A.1 Unit Account among its investment holdings. Hicks Holdings also owns directly a BCH Preferred A.0 Unit Account, BCH Preferred A.1 Unit Account and Class S Ordinary Units. Hicks Holdings was granted its BCH Preferred A.1 Unit Account and Class S Ordinary Units as compensation for services provided in 2018. Hicks Holdings was granted its BCH Preferred A.0 Unit Account when a portion of the existing BCH Preferred A.1 converted to BCH Preferred A.0 in 2021. The total balance as of March 31, 2023 and March 31, 2022, was $72.6 million and $75.7 million, respectively. MHT Financial, L.L.C. MHT Financial is an entity affiliated with Murray T. Holland, who was the President and Chief Executive Officer of GWG Holdings from April 26, 2019 to November 13, 2022. Ben was a consolidated subsidiary of GWG Holdings from December 31, 2019 to November 29, 2021. MHT Financial was considered a related party to Ben during the period in which GWG Holdings consolidated Ben for financial reporting purposes. MHT Financial owns, either directly or through a beneficial interest, a BCH Preferred A.0 Unit Account and a BCH Preferred A.1 Unit Account with an aggregate account balance of $22.2 million and $23.0 million as of March 31, 2023 and March 31, 2022, respectively. Shared Services Agreement with GWG Holdings On May 27, 2020, Ben and GWG Holdings (acting through a then constituted special committee of the Board of Directors of GWG Holdings) entered into a shared services agreement effective as of January 1, 2020 (the “Shared Services Agreement”). Pursuant to the Shared Services Agreement, GWG Holdings pays a quarterly fee to Ben for the provision of accounting and finance, general and administrative, human resources, sales administration and marketing, underwriting and risk management, information technology and legal services for GWG Holdings and its direct or wholly-owned subsidiaries. The total service fee for each quarter is determined in good faith by Ben on the final day of such quarter in accordance with the cost allocation methodology maintained on Ben’s books and records, which provides that, to the extent the Services are eligible for the “services cost method,” as defined in Treasury Regulation §1.482-9(b), §1.482-9(e). The term of the Shared Services Agreement has an initial term of one year from the Effective Date and renews automatically for successive one-year eceivab |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Variable Interest Entities | 14. Variable Interest Entities In accordance with ASC 810, an enterprise is determined to be the primary beneficiary of a VIE if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The consolidation guidance requires an analysis to determine (a) whether an entity in which Ben holds a variable interest is a VIE and (b) whether Ben’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (for example, management and performance-related fees), would give it a controlling financial interest. The performance of that analysis requires the exercise of judgment. Based on management’s analysis, there are no VIEs that require consolidation, other than those described below. VIEs for Which the Company is the Primary Beneficiary CT Risk Management, L.L.C. CT Risk Management, L.L.C. (“CT”), a Delaware limited liability company, is currently governed by the Fourth Amended and Restated Limited Liability Company Agreement entered into on April 27, 2022. CT was created to reduce the impact of a potential market downturn on the interests in alternative assets held by the Customer ExAlt Trusts that collateralize the loans receivable from the Customer ExAlt Trusts held by BFF, or other Ben entities (such loans receivable are eliminated solely for financial reporting purposes in our consolidated financial statements) by distributing any potential profits to certain of the Customer ExAlt Trusts thereby offsetting any reduction in the value of the alternative assets. CT is considered a VIE as the at-risk As of June 30, 2023 and March 31, 2023, the consolidated statements of financial condition include assets of this consolidated VIE with a carrying value of $1.7 million and $4.0 million, which is recorded in the investments held by Ben line item of the consolidated statements of financial condition. The Company recorded losses of $2.3 million for three months ended June 30, 2023, compared to gains of $1.8 million for the same period of 2022, respectively, which is reported in the gain (loss) on financial instruments, net line item of the consolidated statements of comprehensive income (loss). Customer ExAlt Trusts The Company determined that all of the Customer ExAlt Trusts used in connection with its operations are VIEs of which Ben is the primary beneficiary as defined under ASC 810. The Company concluded that it is the primary beneficiary of the Customer ExAlt Trusts as it has the power to direct the most significant activities and has an obligation to absorb potential losses of the Customer ExAlt Trusts. Accordingly, the results of the Customer ExAlt Trusts are included in the Company’s consolidated financial statements. Although the Company is deemed to be the primary beneficiary of the Customer ExAlt Trusts for purposes of ASC 810, it is neither designated as a beneficiary under the trust agreements nor recognized as a beneficiary of such trusts under applicable state trust law. The assets of the Customer ExAlt Trusts may only be used to settle obligations of the Customer ExAlt Trusts. Other than potentially funding capital calls above the related reserve (refer to Note 17), there is no recourse to the Company for the Customer ExAlt Trusts’ liabilities. The cash flows generated by these VIEs are included within the Company’s consolidated statements of cash flows. The consolidated statements of financial condition includes the following amounts from these consolidated VIEs as of the dates presented: (Dollars in thousands) June 30, 2023 March 31, 2023 Assets: Cash and cash equivalents $ 1,662 $ 3,259 Restricted cash 821 819 Investments, at fair value 486,944 491,859 Other assets 5,412 5,891 Total Assets of VIEs $ 494,839 $ 501,828 Liabilities: Accounts payable and accrued expense $ 2,458 $ 1,945 Other liabilities 108 132 Customer ExAlt Trusts loan payable, net 49,529 52,129 Total Liabilities of VIEs $ 52,095 $ 54,206 Equity: Treasury stock $ (3,444 ) $ (3,444 ) Noncontrolling interests (132,361 ) (118,299 ) Accumulated other comprehensive income (loss) 14,190 9,900 Total Equity of VIEs $ (121,615 ) $ (111,843 ) The consolidated statements of comprehensive income (loss) for the periods presented includes the following amounts from these consolidated VIEs. Three Months Ended (Dollars in thousands) 2023 2022 Revenues Investment income (loss), net $ 500 $ (25,117 ) Loss on financial instruments, net (1,803 ) (10,785 ) Interest and dividend income 8 4 Total revenues (1,295 ) (35,898 ) Operating expenses Interest expense 1,874 2,329 Provision for credit losses — 12,607 Professional services 1,261 582 Other expenses 357 600 Total operating expenses 3,492 16,118 Net income (loss) $ (4,787 ) $ (52,016 ) Net income (loss) attributable to noncontrolling interests $ (13,866 ) $ (28,711 ) | 17. Variable Interest Entities In accordance with ASC 810, an enterprise is determined to be the primary beneficiary of a VIE if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The consolidation guidance requires an analysis to determine (a) whether an entity in which Ben holds a variable interest is a VIE and (b) whether Ben’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (for example, management and performance-related fees), would give it a controlling financial interest. The performance of that analysis requires the exercise of judgment. Based on management’s analysis, there are no VIEs that require consolidation, other than those described below. VIEs for Which the Company is the Primary Beneficiary CT Risk Management, L.L.C. On March 20, 2020, CT Risk Management, L.L.C. (“CT”), which is currently governed by the Fourth Amended and Restated Limited Liability Company Agreement entered into on April 27, 2022, was created as a Delaware limited liability company to reduce the impact of a potential market downturn on the interests in alternative assets held by the Customer ExAlt Trusts that collateralize the loans receivable from the Customer ExAlt Trusts held by BFF, or other Ben entities (such loans receivable are eliminated solely for financial reporting purposes in our consolidated financial statements) by distributing any potential profits to certain of the Customer ExAlt Trusts thereby offsetting any reduction in the value of the alternative assets. CT is considered a VIE as the at-risk As of March 31, 2023, the consolidated statements of financial condition include assets of this consolidated VIE with a carrying value of $4.0 million, which is recorded in the investments held by Ben line item of the consolidated statements of financial condition. There were no put options held as of March 31, 2022. The Company recorded a loss of $3.5 million, $5.2 million, and $7.8 million, for the years ended March 31, 2023, December 31, 2021 and December 31, 2020, respectively, which is reported in the gain (loss) on financial instruments, net line item of the consolidated statements of comprehensive income (loss). Customer ExAlt Trusts The Company determined that all of the Customer ExAlt Trusts used in connection with its operations are VIEs of which Ben is the primary beneficiary as defined under ASC 810. The Company concluded that it is the primary beneficiary of the Customer ExAlt Trusts as it has the power to direct the most significant activities and has an obligation to absorb potential losses of the Customer ExAlt Trusts. Accordingly, the results of the Customer ExAlt Trusts are included in the Company’s consolidated financial statements. Although the Company is deemed to be the primary beneficiary of the Customer ExAlt Trusts for purposes of ASC 810, it is neither designated as a beneficiary under the trust agreements nor recognized as a beneficiary of such trusts under applicable state trust law. The assets of the Customer ExAlt Trusts may only be used to settle obligations of the Customer ExAlt Trusts. Other than potentially funding capital calls above the related reserve (refer to Note 20), there is no recourse to the Company for the Customer ExAlt Trusts’ liabilities. The cash flows generated by these VIEs are included within the Company’s consolidated statements of cash flows. The consolidated statements of financial condition includes the following amounts from these consolidated VIEs as of the dates presented: (Dollars in thousands) March 31, 2023 March 31, 2022 Assets: Cash and cash equivalents $ 3,259 $ 10,024 Restricted cash 819 5,517 Investments, at fair value 491,859 659,921 Other assets 5,891 3,361 Total Assets of VIEs $ 501,828 $ 678,823 Liabilities: Accounts payable and accrued expense $ 1,945 $ 5,350 Other liabilities 132 479 Customer ExAlt Trusts loan payable, net 52,129 65,674 Total Liabilities of VIEs $ 54,206 $ 71,503 Equity: Treasury stock $ (3,444 ) $ (3,444 ) Noncontrolling interests (118,299 ) 982 Accumulated other comprehensive income (loss) 9,900 (1,326 ) Total Equity of VIEs $ (111,843 ) $ (3,788 ) The consolidated statements of comprehensive income (loss) for the periods presented include the following amounts from these consolidated VIEs. (Dollars in thousands) Year Ended Three Year Ended Year Ended Revenues Investment income (loss), net $ (54,010 ) $ (10,811 ) $ 15,534 $ 132,620 (Gain) loss on financial instruments, net (35,085 ) (44,661 ) 29,512 (15,838 ) Interest income 54 — 7,110 1,798 Total revenues (89,041 ) (55,472 ) 52,156 118,580 Operating expenses Interest expense 8,956 1,046 — 4,675 Provision for credit losses 13,843 4,774 14,319 — Professional services 5,032 — 350 — Other expenses 1,905 1,860 695 502 Total operating expenses 29,736 7,680 15,364 5,177 Net income (loss) $ (118,777 ) $ (63,152 ) $ 36,792 $ 113,403 Net income (loss) attributable to noncontrolling interests $ (117,861 ) $ (55,229 ) $ (30,513 ) $ 47,582 VIEs for Which the Company is not the Primary Beneficiary The Company is not required to consolidate VIEs in which it has concluded it does not have a controlling financial interest, and thus is not the primary beneficiary. The guaranty with Bradley Capital discussed in Note 16 creates a variable interest held by Ben in Bradley Capital. Ben is not the primary beneficiary of Bradley Capital as it has no ability to direct the activities that most significantly impact that entity’s economic performance. There are no amounts of assets or liabilities related to Bradley Capital reflected in our statement of financial position for any periods presented. As described in Note 16, through December 9, 2022, and subsequent periods on or after the Forbearance Agreement is no longer effective, Ben’s maximum exposure under the possible future guaranty obligation is $20.0 million. |
Segment Reporting
Segment Reporting | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Segment Reporting [Abstract] | ||
Segment Reporting | 15. Segment Reporting The Company has three reportable segments consisting of Ben Liquidity, Ben Custody and Customer ExAlt Trusts. As additional products and services are offered in the future, we expect to have additional reportable segments, including Ben Insurance Services and Ben Markets. As the central operating hub of the company, Ben Liquidity is responsible for offering Ben’s fiduciary alternative asset liquidity and financing products through AltAccess. Ben Custody delivers products that address the administrative and regulatory burden of holding alternative assets by offering full service bespoke custody and trust administration services, and specialized document custodian services to Customers. Certain of Ben’s operating subsidiary products and services involve or are offered to certain of the Customer ExAlt Trusts. Certain of the Customer Exalt Trusts hold interests in alternative assets and therefore recognize changes in such assets’ net asset value in earnings. Certain other Customer ExAlt Trusts pay interest on the ExAlt Loans to Ben Liquidity and transaction fees to Ben Liquidity and Ben Custody in connection with the liquidity transactions, and pay fees to Ben Custody for providing full-service trust administration services to the trustees of the Customer ExAlt Trusts. The amounts paid to Ben Liquidity and Ben Custody are eliminated solely for financial reporting purposes in our consolidated financial statements but directly impact the allocation of income (loss) to BCG’s and BCH’s equity holders. The Corporate & Other category includes the following items, among others: • Equity-based compensation; • Gains (losses) on changes in the fair value of GWG Holdings common stock held by Ben; • Interest expense incurred on the corporate related debt transactions; and • Operations of Ben Insurance Services and Ben Markets that are not considered reportable segments as they do not meet the quantitative criteria to be separately reported. The Corporate & Other category also consists of unallocated corporate overhead and administrative costs. These segments are differentiated by the products and services they offer as well as by the information used by the Company’s chief operating decision maker to determine allocation of resources and assess performance. Operating income (loss) is the measure of profitability used by management to assess the performance of its segments and allocate resources. Performance is measured by the Company’s chief operating decision maker on an unconsolidated basis because management makes operating decisions and assesses the performance of each of the Company’s business segments based on financial and operating metrics and data that exclude the effects of consolidation of any of the Customer ExAlt Trusts. The following tables include the results of each of the Company’s reportable segments reconciled to the consolidated financial statements (in thousands): Three Months Ended June 30, 2023 Ben Ben Customer Corporate & Other Consolidating Total External revenues Investment income, net $ — $ — $ 500 $ — $ — $ 500 Loss on financial instruments, net — — (1,803 ) (1,658 ) — (3,461 ) Interest and dividend income — — 8 108 — 116 Trust services and administration revenues — 8 — 94 — 102 Intersegment revenues Interest income 12,007 — — — (12,007 ) — Trust services and administration revenues — 6,568 — — (6,568 ) — Total revenues 12,007 6,576 (1,295 ) (1,456 ) (18,575 ) (2,743 ) External expenses Employee compensation and benefits 2,493 560 — 32,770 — 35,823 Interest expense 758 — 1,874 1,152 — 3,784 Professional services 633 501 1,261 7,978 — 10,373 Loss on impairment of goodwill 901,000 195,305 — — — 1,096,305 Other expenses 654 207 356 5,725 — 6,942 Intersegment expenses Interest expense — — 29,780 — (29,780 ) — Provision for credit losses 9,495 — — — (9,495 ) — Other expenses — — 3,844 — (3,844 ) — Total expenses 915,033 196,573 37,115 47,625 (43,119 ) 1,153,227 Operating income (loss) $ (903,026 ) $ (189,997 ) $ (38,410 ) $ (49,081 ) $ 24,544 $ (1,155,970 ) Three Months Ended June 30, 2022 Ben Ben Customer Corporate & Other Consolidating Total External revenues Investment loss, net $ — $ — $ (25,117 ) $ — $ — $ (25,117 ) Loss on financial instruments, net — — (10,784 ) (1,236 ) — (12,020 ) Interest and dividend income — — 4 81 — 85 Trust services and administration revenues — 8 — — 8 Intersegment revenues Interest income 14,311 — — — (14,311 ) — Trust services and administration revenues — 7,282 — — (7,282 ) — Total revenues 14,311 7,290 (35,897 ) (1,155 ) (21,593 ) (37,044 ) External expenses Employee compensation and benefits 2,204 459 — 8,902 — 11,565 Interest expense 634 — 2,329 656 — 3,619 Professional services 693 505 582 6,077 — 7,857 Provision for credit losses — — 12,607 6,183 — 18,790 Other expenses 531 163 600 5,782 — 7,076 Intersegment expenses Interest expense — — 23,691 — (23,691 ) — Provision for loan losses 43,102 — — — (43,102 ) — Other expenses — — 4,466 — (4,466 ) — Total expenses 47,164 1,127 44,275 27,600 (71,259 ) 48,907 Operating income (loss) $ (32,853 ) $ 6,163 $ (80,172 ) $ (28,755 ) $ 49,666 $ (85,951 ) As of June 30, 2023 Ben Ben Customer Corporate & Other Consolidating Total Loans to Customer ExAlt Trusts, net $ 304,167 $ — $ — $ — $ (304,167 ) $ — Investments, at fair value — — 486,944 2,346 — 489,290 Other assets 6,275 49,631 8,378 16,807 (49,239 ) 31,852 Goodwill and intangible assets, net 824,880 398,914 — 50,927 — 1,274,721 Total Assets $ 1,135,322 $ 448,545 $ 495,322 $ 70,080 $ (353,406 ) $ 1,795,863 As of March 31, 2023 Ben Ben Customer Corporate & Consolidating Total Loans to Customer ExAlt Trusts, net $ 376,253 $ — $ — $ — $ (376,253 ) $ — Investments, at fair value — — 491,859 5,362 — 497,221 Other assets 9,447 47,466 10,447 21,849 (46,761 ) 42,448 Goodwill and intangible assets, net 1,725,880 594,219 — 50,927 — 2,371,026 Total Assets $ 2,111,580 $ 641,685 $ 502,306 $ 78,138 $ (423,014 ) $ 2,910,695 | 18. Segment Reporting The Company has three reportable segments consisting of Ben Liquidity, Ben Custody and Customer ExAlt Trusts. As additional products and services are offered in the future, we expect to have additional reportable segments, including Ben Insurance Services and Ben Markets. As the central operating hub of the company, Ben Liquidity is responsible for offering Ben’s fiduciary alternative asset liquidity and financing products through AltAccess. Ben Custody delivers products that address the administrative and regulatory burden of holding alternative assets by offering full service bespoke custody and trust administration services, and specialized document custodian services to Customers. Certain of Ben’s operating subsidiary products and services involve or are offered to certain of the Customer ExAlt Trusts. Certain of the Customer Exalt Trusts hold interests in alternative assets and therefore recognize changes in such assets’ net asset value in earnings. Certain other Customer ExAlt Trusts pay interest on the ExAlt Loans to Ben Liquidity and transaction fees to Ben Liquidity and Ben Custody in connection with the liquidity transactions, and pay fees to Ben Custody for providing full-service trust administration services to the trustees of the Customer ExAlt Trusts. The amounts paid to Ben Liquidity and Ben Custody are eliminated solely for financial reporting purposes in our consolidated financial statements but directly impact the allocation of income (loss) to BCG’s and BCH’s equity holders. The Corporate & Other category includes the following items, among others: • Equity-based compensation; • Gains (losses) on changes in the fair value of GWG Holdings common stock held by Ben; • Interest expense incurred on the corporate related debt transactions (i.e., commercial loan agreement); and • Operations of Ben Insurance Services and Ben Markets that are not considered reportable segments as they do not meet the quantitative criteria to be separately reported. The Corporate & Other category also consists of unallocated corporate overhead and administrative costs. These segments are differentiated by the products and services they offer as well as by the information used by the Company’s chief operating decision maker to determine allocation of resources and assess performance. Operating income (loss) is the measure of profitability used by management to assess the performance of its segments and allocate resources. Performance is measured by the Company’s chief operating decision maker on an unconsolidated basis because management makes operating decisions and assesses the performance of each of the Company’s business segments based on financial and operating metrics and data that exclude the effects of consolidation of any of the Customer ExAlt Trusts. The following tables include the results of each of the Company’s reportable segments reconciled to the consolidated financial statements (in thousands): Year Ended March 31, 2023 Ben Liquidity Ben Custody Customer Corporate & Consolidating Total External revenues Investment loss, net $ — $ — $ (54,010 ) $ — $ — $ (54,010 ) Loss on financial instruments, net — — (35,085 ) (16,336 ) — (51,421 ) Interest income — — 54 358 — 412 Trust services and administration revenues — 30 — — — 30 Other income — — — 86 — 86 Intersegment revenues Interest income 50,819 — — — (50,819 ) — Trust services and administration revenues — 29,012 — — (29,012 ) — Total revenues 50,819 29,042 (89,041 ) (15,892 ) (79,831 ) (104,903 ) External expenses Employee compensation and benefits 8,527 2,219 — 34,781 — 45,527 Interest expense 2,893 — 8,957 3,621 — 15,471 Professional services 2,849 2,018 5,033 28,522 — 38,422 Provision for credit losses — — 13,843 6,737 — 20,580 Other expenses 2,313 759 1,905 23,292 — 28,269 Intersegment expenses Interest expense — — 110,905 — (110,905 ) — Provision for loan losses 80,749 — — — (80,749 ) — Other expenses — — 18,354 — (18,354 ) — Total expenses 97,331 4,996 158,997 96,953 (210,008 ) 148,269 Operating income (loss) $ (46,512 ) $ 24,046 $ (248,038 ) $ (112,845 ) $ 130,177 $ (253,172 ) As of March 31, 2023 Ben Liquidity Ben Customer Corporate & Consolidating Total Loans to Customer ExAlt Trusts, net $ 376,253 $ — $ — $ — $ (376,253 ) $ — Investments, at fair value — — 491,859 5,362 — 497,221 Other assets 9,447 47,466 10,447 21,849 (46,761 ) 42,448 Goodwill and intangible assets, net 1,725,880 594,219 — 50,927 — 2,371,026 Total Assets $ 2,111,580 $ 641,685 $ 502,306 $ 78,138 $ (423,014 ) $ 2,910,695 Three Months Ended March 31, 2022 Ben Liquidity Ben Custody Customer Corporate & Consolidating Total External revenues Investment loss, net $ — $ — $ (10,811 ) $ — $ — (10,811 ) Loss on financial instruments, net — — (44,661 ) (11,350 ) — (56,011 ) Interest income — — — 73 — 73 Trust services and administration revenues 121 8 — — — 129 Other income — — — 2 — 2 Intersegment revenues Interest income 17,790 — — — (17,790 ) — Trust services and administration revenues — 8,408 — — (8,408 ) — Total revenues 17,911 8,416 (55,472 ) (11,275 ) (26,198 ) (66,618 ) External expenses Employee compensation and benefits 2,200 517 — 7,408 — 10,125 Interest expense 538 — 1,046 526 — 2,110 Professional services 915 446 — 4,088 — 5,449 Provision for credit losses — — 4,774 4,609 — 9,383 Other expenses 436 152 1,860 3,701 — 6,149 Intersegment expenses Interest expense — — 24,694 — (24,694 ) — Provision for loan losses 34,121 — — — (34,121 ) — Other expenses — — 5,767 — (5,767 ) — Total expenses 38,210 1,115 38,141 20,332 (64,582 ) 33,216 Operating income (loss) $ (20,299 ) $ 7,301 $ (93,613 ) $ (31,607 ) $ 38,384 $ (99,834 ) Certain prior year items have been reclassified to conform with current year presentation. As of March 31, 2022 Ben Liquidity Ben Custody Customer Corporate & Consolidating Total Loans to Customer ExAlt Trusts, net $ 418,793 $ — $ — $ — $ (418,793 ) $ — Investments, at fair value — — 659,921 14,249 — 674,170 Other assets 31,563 46,933 20,106 43,670 (46,284 ) 95,988 Goodwill and intangible assets, net — — — 2,370,850 — 2,370,850 Total Assets $ 450,356 $ 46,933 $ 680,027 $ 2,428,769 $ (465,077 ) $ 3,141,008 Year Ended December 31, 2021 Ben Liquidity Ben Custody Customer Corporate & Consolidating Total External revenues Investment income, net $ — $ — $ 15,534 $ — $ — 15,534 Gain on financial instruments, net — — 29,512 2,325 — 31,837 Interest income — — 7,110 288 — 7,398 Trust services and administration revenues 510 30 — — — 540 Other income — — — 2 — 2 Intersegment revenues Interest income 55,929 — — — (55,929 ) — Trust services and administration revenues — 20,258 — — (20,258 ) — Total revenues 56,439 20,288 52,156 2,615 (76,187 ) 55,311 External expenses Employee compensation and benefits 8,328 2,031 — 38,164 — 48,523 Interest expense 12,812 — — 14,645 — 27,457 Professional services 3,100 1,552 350 12,799 — 17,801 Provision for credit losses — — 14,318 4,437 — 18,755 Other expenses 2,127 512 695 10,561 — 13,895 Intersegment expenses Interest expense — — 70,963 — (70,963 ) — Provision for loan losses 8,881 — — — (8,881 ) — Other expenses — — 12,180 — (12,180 ) — Total expenses 35,248 4,095 98,506 80,606 (92,024 ) 126,431 Operating income (loss) $ 21,191 $ 16,193 $ (46,350 ) $ (77,991 ) $ 15,837 $ (71,120 ) Certain prior year items have been reclassified to conform with current year presentation. Year Ended December 31, 2020 Ben Liquidity Ben Custody Customer Corporate & Consolidating Total External revenues Investment income, net $ — $ — $ 132,620 $ — $ — 132,620 Loss on financial instruments, net — — (15,838 ) (14,832 ) — (30,670 ) Interest income — — 1,819 285 (22 ) 2,082 Trust services and administration revenues — 30 — — — 30 Other income — — — 36,267 — 36,267 Intersegment revenues Interest income 51,819 — — — (51,819 ) — Trust services and administration revenues — 19,379 — — (19,379 ) — Total revenues 51,819 19,409 118,601 21,720 (71,220 ) 140,329 External expenses Employee compensation and benefits 6,216 1,915 — 120,451 — 128,582 Interest expense 11,496 — 4,675 16,380 — 32,551 Professional services 3,656 1,190 — 14,199 — 19,045 Other expenses (165 ) 382 502 6,845 — 7,564 Intersegment expenses Interest expense — — 63,463 — (63,463 ) — Provision for loan losses 5,378 — — — (5,378 ) — Other expenses — — 12,177 — (12,177 ) — Total expenses 26,581 3,487 80,817 157,875 (81,018 ) 187,742 Operating income (loss) $ 25,238 $ 15,922 $ 37,784 $ (136,155 ) $ 9,798 $ (47,413 ) Certain prior year items have been reclassified to conform with current year presentation. |
Risks and Uncertainties
Risks and Uncertainties | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Risks and Uncertainties [Abstract] | ||
Risks and Uncertainties | 16. Risks and Uncertainties The Customer ExAlt Trusts hold investments in alternative assets, public and private equity securities, and debt securities that are exposed to market risk, credit risk, currency risk, and interest rate risk. Currently, all of these investments, whose cash flows serve as collateral to the ExAlt Loans, primarily are comprised of alternative assets consisting of private equity limited partnership interests, which are primarily denominated in the U.S. dollar, Euro, and Canadian dollar. The financial statements risks, stemming from such investments, are those associated with the determination of estimated fair values, the diminished ability to monetize certain investments in times of strained market conditions, the recognition of income and recognition of impairments on certain investments. The portfolio of alternative assets covers the following industry sectors and geographic regions for the periods shown below (dollar amounts in thousands): June 30, 2023 March 31, 2023 Industry Sector Value Percent of Value Percent of Software and services $ 54,169 14.5 % $ 54,944 14.2 % Diversified financials 46,509 12.4 52,544 13.6 Food and staples retailing 38,195 10.2 38,210 9.9 Utilities 28,224 7.5 28,043 7.3 Capital goods 27,229 7.3 27,707 7.2 Energy 27,076 7.2 26,721 6.9 Health care equipment and services 22,807 6.1 23,626 6.1 Other (1) 130,394 34.8 134,056 34.8 Total $ 374,603 100.0 % $ 385,851 100.0 % (1) Industries in this category each comprise less than 5 percent. June 30, 2023 March 31, 2023 Geography Value Percent of Value Percent of North America $ 233,105 62.2 % $ 239,951 62.2 % Asia 58,356 15.6 62,016 16.1 South America 41,194 11.0 41,423 10.7 Europe 39,032 10.4 38,874 10.1 Africa 2,916 0.8 3,587 0.9 Total $ 374,603 100.0 % $ 385,851 100.0 % The ExAlt Loans, which are eliminated upon consolidation solely for financial reporting purposes, are collateralized by the cash flows originating from the Customer ExAlt Trusts’ investments in alternative assets, public and private equity securities, and debt securities, without recourse to the customer. These ExAlt Loans are a key determinant in income (loss) allocable to Ben’s and BCH’s equity holders. Ben has underwriting and due diligence procedures and utilizes market rates. Finally, the Customer ExAlt Trusts provide for excess cash flows from a collective pool of alternative assets, public and private equity securities, and debt securities, to be utilized to repay the ExAlt Loans to Ben from the Customer ExAlt Trusts when cash flows from the customer’s original alternative assets are not sufficient to repay the outstanding principal, interest, and fees. Excess cash flows from the collective pool of alternative assets, public and private equity securities, and debt securities, above those needed to satisfy the outstanding principal interest and fees of the ExAlt Loans are available to pay contingent interest to Ben on the ExAlt Loans up to a specified contingent interest rate. As discussed in Note 1, Ben received a charter from the state of Kansas and established an office in the state of Kansas. If we are unable to maintain the Kansas charter or obtain a charter from another state if we no longer hold the Kansas charter, our ability to affect parts of our business plan, as currently constituted, may be compromised. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The ongoing Russia-Ukraine conflict could have a negative impact on the economy and business activity globally (including in the countries in which the Customer ExAlt Trusts currently holds investments or may hold investments in the future), and therefore, could adversely affect the performance of the Customer ExAlt Trusts’ investments. The extent and impact of any sanctions imposed in connection with the Russia-Ukraine conflict may cause financial market volatility and impact the global economy. Volatility and disruption in the equity and credit markets can adversely affect the portfolio companies underlying the investments held by the Customer ExAlt Trusts and adversely affect the investment performance. Our ability to manage exposure to market conditions is limited. Market deterioration could cause the Company to experience reduced liquidity, earnings and cash flow, recognize impairment charges, or face challenges in raising capital, and making investments on attractive terms. Adverse market conditions can also affect the ability of investment funds held by the Customer ExAlt Trusts to liquidate positions in a timely and efficient manner. As a result, this presents material uncertainty and risk with respect to the performance of the investments held by the Customer ExAlt Trusts, even though the Customer ExAlt Trusts do not hold any investments with material operations in Russia or the Ukraine. The cash flows from the investment held by the Customer Exalt Trusts serve as the collateral to the ExAlt Loans and the fees that are paid by the Customer ExAlt Trusts to Ben for administering these trusts, both of which are key determinants in the income allocated to BCG’s and BCH’s equity holders. Further, these events may result in reduced opportunities for future liquidity solution transactions with our customers and make it more difficult for the Customer ExAlt Trusts to exit and realize value from its existing investments, potentially resulting in a decline in the value of the investments held in the Customer ExAlt Trusts. Such a decline could cause our revenue and net income to decline, including the revenues and net income allocated to BCG’s and BCH’s equity holders. The Company continues to evaluate the impact of the COVID-19 COVID-19 | 19. Risks and Uncertainties The Customer ExAlt Trusts hold investments in alternative assets, public and private equity securities, and debt securities that are exposed to market risk, credit risk, currency risk, and interest rate risk. Currently, these investments, whose cash flows serve as collateral to the ExAlt Loans, primarily are comprised of alternative assets consisting of private equity limited partnership interests, which are primarily denominated in the U.S. dollar, Euro, and Canadian dollar. The financial statements risks, stemming from such investments, are those associated with the determination of estimated fair values, the diminished ability to monetize certain investments in times of strained market conditions, the recognition of income and recognition of impairments on certain investments. The portfolio of alternative assets covers the following industry sectors and geographic regions for the periods shown below (dollar amounts in thousands): March 31, 2023 March 31, 2022 Industry Sector Value Percent of Value Percent of Software and services $ 54,944 14.2 % $ 91,507 17.4 % Diversified financials 52,544 13.6 88,418 16.8 Food and staples retailing 38,210 9.9 33,817 6.4 Utilities 28,043 7.3 29,865 5.7 Health care equipment and services 23,626 6.1 28,361 5.4 Energy 26,721 6.9 29,238 5.6 Capital goods 27,707 7.2 32,049 6.1 Telecommunication services 5,634 1.5 28,910 5.5 Other (1) 128,422 33.3 162,762 31.1 Total $ 385,851 100.0 % $ 524,927 100.0 % Certain prior year items have been reclassified to conform with current year presentation. (1) Industries in this category each comprise less than 5 percent. Telecommunication Services is shown separately as it comprised greater than 5 percent in the prior period. March 31, 2023 March 31, 2022 Geography Value Percent of Value Percent of North America $ 239,951 62.2 % $ 326,039 62.1 % Asia 62,016 16.1 88,183 16.8 Europe 38,874 10.1 66,790 12.7 South America 41,423 10.7 39,406 7.5 Africa 3,587 0.9 4,509 0.9 Total $ 385,851 100.0 % $ 524,927 100.0 % The ExAlt Loans, which are eliminated upon consolidation solely for financial reporting purposes, are collateralized by the cash flows originating from the Customer ExAlt Trusts’ investments in alternative assets, public and private equity securities, and debt securities, without recourse to the customer. These ExAlt Loans are a key determinant in income (loss) allocable to Ben’s and BCH’s equity holders. Ben has underwriting and due diligence procedures and utilizes market rates. Finally, the Customer ExAlt Trusts provide for excess cash flows from a collective pool of alternative assets, public and private equity securities, and debt securities, to be utilized to repay the ExAlt Loans to Ben from the Customer ExAlt Trusts when cash flows from the customer’s original alternative assets are not sufficient to repay the outstanding principal, interest, and fees. Excess cash flows from the collective pool of alternative assets, public and private equity securities, and debt securities, above those needed to satisfy the outstanding principal interest and fees of the ExAlt Loans are available to pay contingent interest to Ben on the ExAlt Loans up to a specified contingent interest rate. As discussed in Note 1, Ben received a charter from the state of Kansas and established an office in the state of Kansas. If we are unable to maintain the Kansas charter or obtain a charter from another state if we no longer hold the Kansas charter, our ability to affect parts of our business plan, as currently constituted, may be compromised. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The ongoing Russia-Ukraine conflict could have a negative impact on the economy and business activity globally (including in the countries in which the Customer ExAlt Trusts currently holds investments or may hold investments in the future), and therefore, could adversely affect the performance of the Customer ExAlt Trusts’ investments. The extent and impact of any sanctions imposed in connection with the Russia-Ukraine conflict may cause financial market volatility and impact the global economy. Volatility and disruption in the equity and credit markets can adversely affect the portfolio companies underlying the investments held by the Customer ExAlt Trusts and adversely affect the investment performance. Our ability to manage exposure to market conditions is limited. Market deterioration could cause the Company to experience reduced liquidity, earnings and cash flow, recognize impairment charges, or face challenges in raising capital, and making investments on attractive terms. Adverse market conditions can also affect the ability of investment funds held by the Customer ExAlt Trusts to liquidate positions in a timely and efficient manner. As a result, this presents material uncertainty and risk with respect to the performance of the investments held by the Customer ExAlt Trusts, even though the Customer ExAlt Trusts do not hold any investments with material operations in Russia or the Ukraine. The cash flows from the investment held by the Customer Exalt Trusts serve as the collateral to the ExAlt Loans and the fees that are paid by the Customer ExAlt Trusts to Ben for administering these trusts, both of which are key determinants in the income allocated to BCG’s and BCH’s equity holders. Further, these events may result in reduced opportunities for future liquidity solution transactions with our customers and make it more difficult for the Customer ExAlt Trusts to exit and realize value from its existing investments, potentially resulting in a decline in the value of the investments held in the Customer ExAlt Trusts. Such a decline could cause our revenue and net income to decline, including the revenues and net income allocated to BCG’s and BCH’s equity holders. The Company continues to evaluate the impact of the COVID-19 COVID-19 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | 7. Fixed Assets Fixed assets are included in other assets in the consolidated statements of financial condition and consist of the following: (Dollars in thousands) March 31, March 31, Computer hardware and software $ 9,899 $ 7,506 Land — 750 Buildings 188 265 Furniture, fixtures, and equipment 139 133 Leasehold improvements 109 109 Other 73 73 Fixed assets, gross 10,408 8,836 Accumulated depreciation and amortization (6,551 ) (3,271 ) Internal use software in process 487 1,771 Fixed assets, net $ 4,344 $ 7,336 Depreciation and amortization expense related to s |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 12 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | 8. Goodwill and Other Intangibles The following tables present activity in the Company’s goodwill and finite-lived and indefinite-lived intangible assets for the year ended March 31, 2023, the three months ended March 31, 2022, and the year ended December 31, 2021. (Dollars in thousands) March 31, Additions1 Reporting Unit Impairment March 31, Amortization Goodwill $ 2,367,750 $ 176 $ (2,367,926 ) $ — $ — Indefinite Ben Liquidity — — 1,725,880 — 1,725,880 Indefinite Ben Custody — — 594,219 — 594,219 Indefinite Ben Insurance — — 37,942 — 37,942 Indefinite Ben Markets — — 9,885 — 9,885 Indefinite Total Goodwill 2,367,750 176 — — 2,367,926 Indefinite Insurance license 3,100 — — — 3,100 Indefinite Total goodwill and intangible assets $ 2,370,850 $ 176 $ — $ — $ 2,371,026 1 The additional goodwill resulted from the purchase of MHT Securities, as discussed in Note 1. (Dollars in thousands) December 31, Impairment March 31, Amortization Goodwill $ 2,367,750 $ — $ 2,367,750 Indefinite Insurance license 3,100 — 3,100 Indefinite Total goodwill and intangible assets $ 2,370,850 $ — $ 2,370,850 (Dollars in thousands) December 31, Amortization Impairment December 31, Amortization Goodwill $ 2,367,750 $ — $ — $ 2,367,750 Indefinite Non-compete 185 (185 ) — — 2 years Insurance license 3,100 — — 3,100 Indefinite Total goodwill and intangible assets $ 2,371,035 $ (185 ) $ — $ 2,370,850 (Dollars in thousands) December 31, Amortization Impairment December 31, Amortization Goodwill $ 2,367,750 $ — $ — $ 2,367,750 Indefinite Non-compete 349 (164 ) — 185 3 years Insurance license 3,100 — — 3,100 Indefinite Total goodwill and intangible assets $ 2,371,199 $ (164 ) $ — $ 2,371,035 Barring a triggering event that suggests possible impairment, the Company conducts impairment tests for goodwill and indefinite-lived assets during the fourth quarter each fiscal year, using generally accepted valuation methods. The Company conducted the annual impairment test for the year ended March 31, 2023 and the three months ended March 31, 2022 on January 1. The Company conducted the annual impairment test for the years ended December 31, 2021 and 2020 on October 1. As previously disclosed in Note 2, this change in date for impairment testing is considered a change in accounting principle as the impairment test for the years ended December 31, 2021 and 2020 was for the twelve months ended. The Company determined there was no impairment of goodwill or indefinite-lived intangible assets during the year ended March 31, 2023, the three months ended March 31, 2022, or the years ended December 31, 2021 and 2020. For 2021, 2022, and 2023, the Company used a linear interpolation method to estimate the enterprise value between two valuation dates, which were each valued using third-party market transactions involving the Company’s equity securities. The significant assumptions used in these two approaches include growth rates and the weighted-average cost of capital used to discount future cash flows. The Company believes that the linear interpolation methodology provides the most reasonable basis for the valuation of its enterprise value because the Company did not identify any significant events that occurred during the intervening periods that would have caused a material change in fair value. Prior to 2023, the Company had one reporting unit. As previously mentioned, Ben filed a Registration Statement on Form S-4 For 2020, two valuation approaches were used in the assessment. The income approach, comprised of the discounted cash flow method, and the market approach, comprised of the guideline public company method were completed. Significant assumptions utilized in the discount cash flow method include management operating forecasts and the discount rate. Significant assumptions used in the guideline public company method include management revenue forecasts. Finally, management has determined that none of the Company’s goodwill is deductible for tax purposes |
Other Assets and Other Liabilit
Other Assets and Other Liabilities | 12 Months Ended |
Mar. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Assets and Other Liabilities | 9. Other Assets and Other Liabilities The following table details the components of other assets: (Dollars in thousands) March 31, March 31, Related party receivables $ 17,795 $ 8,877 Allowance for related party receivables (15,600 ) (8,877 ) Deferred costs of equity offering 7,778 1,310 Distribution receivables 5,891 2,010 Promissory Note receivable 5,104 4,513 Fixed assets (Note 7) 4,344 7,336 Insurance reimbursable receivable 3,211 — Prepaid expenses 2,329 2,345 Other assets 2,051 2,369 Total Other assets, net $ 32,903 $ 19,883 Certain prior year amounts have been reclassified to conform to current year presentation. Related Party Receivables Related party receivables consist of amounts owed to the Company in connection with the Shared Services Agreement with GWG Holdings discussed in Note 16. Due to the financial deterioration of GWG Holdings, including GWG Holdings’ filing for reorganization under the Chapter 11 Bankruptcy Code in April 2022, receivables prior to the bankruptcy filing were fully reserved. As of March 31, 2023 and March 31, 2022, reserves related to these receivables were $15.6 million and $8.9 million, respectively. Promissory Note Receivable There are amounts due under two promissory note agreements for funds advanced outside of our normal liquidity arrangements with a principal balance of $2.5 million and $0.9 million for the year ended March 31, 2023, respectively. The $2.5 million note bears interest at 9.0% per annum. The $0.9 million note bears interest at the lesser of 18% or the mid-term The following table details the components of other liabilities: (Dollars in thousands) March 31, March 31, Interest commitments $ 13,499 $ 9,879 Deferred tax liability (Note 15) — 1,072 Other 1,123 1,408 Total Other liabilities $ 14,622 $ 12,359 Interest Commitment The primary closing conditions of the Company’s formative transactions consisted of (i) MHT Financial entering into purchase and sale agreements with certain counterparties, which were owners of alternative asset funds to acquire their portfolios of alternative assets (collectively, the “Formative Transactions Exchange Portfolio”) in exchange for agreed upon consideration and (ii) MHT Financial’s subsequent contribution of the Formative Transactions Exchange Portfolio into the custody of certain constituent trusts (each a “Custody Trust”) of the ExAlt Plan ™ (as structured for the formative transactions, the “Formative ExAlt Plan ™ ”) in exchange for Common Units of Ben and debt and equity securities of GWG Holdings of an agreed upon value issued to certain other constituent trusts of the Formative ExAlt Plan ™ of which MHT Financial was named the sole beneficiary (such trusts, the “2017-18 Exchange Trusts”). In connection with these formative transactions and related closing conditions, the Company agreed with certain other sellers to MHT Financial to accrue interest beginning on August 10, 2018, at a rate of 1-month London Interbank Offered Rate (“LIBOR”) plus 3.95% for thirty percent of the value of the Ben Common Units held by these 2017-18 2017-18 2017-18 3.6 million, $ 0.5 million, $ 2.1 million, and $ 2.3 million was recognized during the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020, respectively. Accrued interest on this commitment is reflected in other liabilities. No amount of accrued interest has been paid through March 31, 2023. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 17. Commitments and Contingencies In the normal course of business, we have various outstanding commitments and contingent liabilities that are not reflected in the accompanying consolidated financial statements. There are no significant commitments and contingencies other than those disclosed below. Ben is a party to legal actions incidental to the business. Based on the opinion of legal counsel, management has concluded with regard to all commitments and contingencies disclosed below that either the outcome is not probable or the potential liability cannot be reasonably estimated, or both. Lease Commitments The Company operates on a month-to-month Unfunded Capital Commitments The Customer ExAlt Trusts had $60.2 million and $61.1 million of potential gross capital commitments as of June 30, 2023 and March 31, 2023, respectively, representing potential limited partner capital funding commitments on the interests in alternative asset funds. The Customer ExAlt Trusts holding the interest in the limited partnership for the alternative asset fund is required to fund these limited partner capital commitments per the terms of the limited partnership agreement. Capital funding commitment reserves are maintained, in some instances, by certain of the Customer ExAlt Trusts created at the origination of each trust for up to $0.1 million. To the extent that the associated Customer ExAlt Trust cannot pay the capital funding commitment, Ben is obligated to lend sufficient funds to meet the commitment. Any amounts advanced by Ben to the Customer ExAlt Trusts for these limited partner capital funding commitments above the associated capital funding commitment reserves held by the associated Customer ExAlt Trusts are added to the ExAlt Loan balance between Ben and the Customer ExAlt Trusts and are expected to be recouped through the cash distributions from the alternative asset fund that collateralizes such ExAlt Loan. Capital commitments generally originate from limited partner agreements having fixed or expiring expiration dates. The total limited partner capital funding commitment amounts may not necessarily represent future cash requirements. The majority, or 88%, of our portfolio with an unfunded commitment has a vintage of 2012 and prior. As the vintages continue to age, a cash requirement becomes less likely. We consider the creditworthiness of the investment on a case-by-case Legal Proceedings On February 18, 2022, Paul Capital Advisors (“PCA”) filed a lawsuit against MHT, Ben, and two Trust Advisors, Murray Holland (part-owner of MHT and President and CEO of GWG Holdings) and James Turvey (an employee of Ben). While Ben was named as a defendant, PCA did not assert claims against or seek relief from Ben but instead only sought the removal and replacement of the Trust Advisors. The lawsuit concerns a set of transactions that utilized a trust structure with MHT as the sole beneficiary. On April 18, 2022, PCA amended its original complaint. The amended complaint asserted six new causes of action arising out of the same set of transactions, including, (i) purported breaches of contract against Ben, MHT, and the Trust Advisors; (ii) purported fraud against MHT, Ben and certain officers of Ben; and (iii) promissory estoppel against MHT, Ben, and the Trust Advisors. The amended complaint also sought additional relief in the form of (x) damages “in an amount to be proven at trial” and (y) an order granting rescission of an amendment to one of the transaction agreements or a holding declaring it invalid. On October 3, 2022, the Court entered an order dismissing count I of PCA’s complaint in accordance with its memorandum opinion and count II in light of the parties’ agreement that it should also be dismissed. On November 1, 2022, defendants filed their opening briefs in support of their motions to dismiss the remaining counts. On December 20, 2022, PCA filed its answering brief in opposition to defendants’ motions to dismiss the remaining counts. In accordance with the parties’ stipulated briefing schedule, defendants’ reply briefs were due by January 24, 2023. Oral argument on the motions to dismiss was held on May 8, 2023, and the Court took the matter under advisement. Defendants continue to believe PCA’s claims are baseless and intend to vigorously defend against each and every cause of action asserted against them in the second amended complaint. Briefing related to defendants’ motions to dismiss the remaining counts recently concluded. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of this matter. Given the uncertainty of litigation and the preliminary stage of this claim, we are currently unable to estimate the probability of the outcome of these actions or the range of reasonably possible losses, if any, or the impact on our results of operations, financial condition or cash flows; however, the maximum exposure of the litigation with PCA could be up to $350 million plus costs and expenses. Additionally, on December 16, 2022, a former member of the Board of Directors of Beneficient Management, LLC initiated a private arbitration in the International Court of Arbitration of the International Chamber of Commerce, challenging the termination of certain equity awards under two incentive plans by the administrator of the incentive plans. The claimant seeks total damages of $36.3 million plus attorney’s fees and punitive damages. The deadline to respond has not yet passed, but the Company denies the claims asserted in the arbitration. On April 20, 2022 and October 31, 2022, GWG Holdings and certain of its subsidiaries (the “Debtors”) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code thereby commencing those certain chapter 11 cases (the “Chapter 11 Cases”). As part of the Chapter 11 reorganization process, it is possible that claims or causes of action arising from prior transactions with GWG Holdings could be advanced against BCG as part of the Chapter 11 Cases or in separate litigation. Such claims and causes of action could include (i) a request to avoid some or all of such transactions, including the transaction whereby GWG Holdings released its right to appoint a majority of the members of Ben Management’s board of directors, (ii) challenges to the reasonableness of the value received by the Debtors in such transactions, and (iii) efforts to recover the value of any transfers to BCG. A mediator has been appointed to oversee the mediation of certain matters between BCG, GWG Holdings and its debtor-affiliates, and certain other constituencies. The mediation commenced on January 30, 2023 and is still ongoing. We estimate that the maximum potential negative impact of any Retained Causes of Action to be between approximately $155 million and $382 million. Further, the Official Committee of Bondholders (the “OBC”) in the Chapter 11 Cases has also filed a motion seeking standing to prosecute causes of actions on behalf of the Debtors’ estate. The OBC’s motion was deemed to be withdrawn upon the effective date of the Debtors’ bankruptcy plan, which occurred on August 1, 2023. The OBC’s motion set forth causes of action related to certain past transactions between the Debtors and Ben, including its directors. The OBC’s motion stated the proposed claims could add a maximum exposure of up to $500 million worth of additional value to the Debtors’ estate. Ben and its CEO filed motions to object to the OBC’s motion that refutes the allegations. The Debtors have indicated they oppose the OBC’s motion for standing and intend to address such alleged claims, if any, as part of a global plan of reorganization, including a possible mediated resolution. Ben intends to vigorously defend itself against any claims, should they be brought by the Litigation Trust. On March 30, 2023, David Scura and Clifford Day, on behalf of themselves and all others similarly situated, filed a class action lawsuit in the United States District Court for Northern District of Texas against Ben, certain members of its board of directors (Brad K. Heppner, Peter T. Cangany, Richard W. Fisher, Thomas O. Hicks, Dennis P. Lockhart, and Bruce W. Schnitzer), certain past members of the board of directors of GWG Holdings (Jon R. Sabes and Steven F. Sabes), FOXO Technologies Inc. (“FOXO”), and Emerson Equity LLC (“Emerson”). The suit alleges that the defendants defrauded GWG Holdings’ investors, and it asserts claims on behalf of a putative class consisting of all persons and entities who purchased or otherwise acquired GWG Holdings’ L Bonds or preferred stock of GWG Holdings between December 23, 2017, and April 20, 2022. The suit alleges that (i) BCG, the individual defendants, and FOXO violated Sections 10(b) of the Exchange Act and SEC Rule 10b-5 This litigation can subject us and certain of our directors to substantial costs and divert resources and the attention of management from our business. If these claims are successful, our business could be seriously harmed. Even if the claims do not result in protracted litigation or are resolved in our favor and the favor of our directors, the time and resources needed to resolve such claims could divert our management’s resources and adversely affect our business. On June 29, 2023, the Company received a “Wells Notice” from the Staff of the SEC’s Division of Enforcement, stating that the Staff has made a preliminary determination to recommend that the SEC file a civil enforcement action against the Company alleging violations of certain provisions of the Securities Act and the Securities Exchange Act relating to the Company’s association with GWG Holdings. A Wells Notice is not a formal allegation or a finding of wrongdoing, but is a preliminary determination by the Staff to recommend to the SEC that a civil enforcement action or administrative proceeding be brought against the recipient. The Company maintains that our actions were appropriate and intends to vigorously defend this matter, including by making a Wells submission to the SEC, engaging in further dialogue with the SEC Staff, and contesting any allegations of wrongdoing. The results of the Wells Notice process and any corresponding enforcement action, including the costs, timing and other potential consequences of responding and complying therewith, are unknown at this time. | 20. Commitments and Contingencies In the normal course of business, we have various outstanding commitments and contingent liabilities that are not reflected in the accompanying consolidated financial statements. There are no significant commitments and contingencies other than those disclosed below. Ben is a party to legal actions incidental to the business. Based on the opinion of legal counsel, management has concluded with regard to all commitments and contingencies disclosed below that either the outcome is not probable, or the potential liability cannot be reasonably estimated, or both. Lease Commitments The Company operates on a month-to-month Unfunded Capital Commitments The Customer ExAlt Trusts had $61.1 million and $69.1 million of potential gross capital commitments as of March 31, 2023 and March 31, 2022, respectively, representing potential limited partner capital funding commitments on the interests in alternative asset funds. The Customer ExAlt Trusts holding the interest in the limited partnership for the alternative asset fund is required to fund these limited partner capital commitments per the terms of the limited partnership agreement. Capital funding commitment reserves are maintained, in some instances, by certain of the Customer ExAlt Trusts created at the origination of each trust for up to $0.1 million. To the extent that the associated Customer ExAlt Trust cannot pay the capital funding commitment, Ben is obligated to lend sufficient funds to meet the commitment. Any amounts advanced by Ben to the Customer ExAlt Trusts for these limited partner capital funding commitments above the associated capital funding commitment reserves held by the associated Customer ExAlt Trusts are added to the ExAlt Loan balance between Ben and the Customer ExAlt Trusts and are expected to be recouped through the cash distributions from the alternative asset fund that collateralizes such ExAlt Loan. Capital commitments generally originate from limited partner agreements having fixed or expiring expiration dates. The total limited partner capital funding commitment amounts may not necessarily represent future cash requirements. The majority, or 88%, of our portfolio with an unfunded commitment has a vintage of 2012 and prior. As the vintages continue to age, a cash requirement becomes less likely. We consider the creditworthiness of the investment on a case-by-case Contingent Consideration Payable In connection with the $352.6 million acquisition of alternative assets by the Customer ExAlt Trusts on December 7, 2021, the Company had a contingent obligation to issue additional BCG Preferred B.2 based on the updated NAV of such acquired alternative assets as of December 31, 2021 as determined by the underlying fund general partners and/or investment managers. As of March 31, 2022, the Company recorded a $20.2 million liability, which was the value of the additional BCG Preferred B.2 that expected to be issued based on the updated NAV, using information that existed as of the date of the statement of financial condition, but made available to the Company after the aforementioned periods and prior to the issuance of these consolidated financial statements. On September 1, 2022, the Company satisfied the liability in full by issuing $20.1 million of BCG Preferred B.2. Legal Proceedings On February 18, 2022, Paul Capital Advisors (“PCA”) filed a lawsuit against MHT, Ben, and two Trust Advisors, Murray Holland (part-owner of MHT and President and CEO of GWG Holdings) and James Turvey (an employee of Ben). While Ben was named as a defendant, PCA did not assert claims against or seek relief from Ben but instead only sought the removal and replacement of the Trust Advisors. The lawsuit concerns a set of transactions that utilized a trust structure with MHT as the sole beneficiary. On April 18, 2022, PCA amended its original complaint. The amended complaint asserted six new causes of action arising out of the same set of transactions, including, (i) purported breaches of contract against Ben, MHT, and the Trust Advisors; (ii) purported fraud against MHT, Ben and certain officers of Ben; and (iii) promissory estoppel against MHT, Ben, and the Trust Advisors. The amended complaint also sought additional relief in the form of (x) damages “in an amount to be proven at trial” and (y) an order granting rescission of an amendment to one of the transaction agreements or a holding declaring it invalid. On October 3, 2022, the Court entered an order dismissing count I of PCA’s complaint in accordance with its memorandum opinion and count II in light of the parties’ agreement that it should also be dismissed. On November 1, 2022, defendants filed their opening briefs in support of their motions to dismiss the remaining counts. On December 20, 2022, PCA filed its answering brief in opposition to defendants’ motions to dismiss the remaining counts. In accordance with the parties’ stipulated briefing schedule, defendants’ reply briefs were due by January 24, 2023. Oral argument on the motions to dismiss was held on May 8, 2023, and the Court took the matter under advisement. Defendants continue to believe PCA’s claims are baseless and intend to vigorously defend against each and every cause of action asserted against them in the second amended complaint. Briefing related to defendants’ motions to dismiss the remaining counts recently concluded. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of this matter. Given the uncertainty of litigation and the preliminary stage of this claim, we are currently unable to estimate the probability of the outcome of these actions or the range of reasonably possible losses, if any, or the impact on our results of operations, financial condition or cash flows; however, the maximum exposure of the litigation with PCA could be up to $350 million plus costs and expenses. Additionally, on December 16, 2022, a former member of the Board of Directors of Beneficient Management, LLC initiated a private arbitration in the International Court of Arbitration of the International Chamber of Commerce, challenging the termination of certain equity awards under two incentive plans by the administrator of the incentive plans. The claimant seeks total damages of $36.3 million plus attorney’s fees and punitive damages. The deadline to respond has not yet passed, but the Company denies the claims asserted in the arbitration. On April 20, 2022 and October 31, 2022, GWG Holdings and certain of its subsidiaries (the “Debtors”) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code thereby commencing those certain chapter 11 cases (the “Chapter 11 Cases”). As part of the Chapter 11 reorganization process, it is possible that claims or causes of action arising from prior transactions with GWG Holdings could be advanced against BCG as part of the Chapter 11 Cases or in separate litigation. Such claims and causes of action could include (i) a request to avoid some or all of such transactions, including the transaction whereby GWG Holdings released its right to appoint a majority of the members of Ben Management’s board of directors, (ii) challenges to the reasonableness of the value received by the Debtors in such transactions, and (iii) efforts to recover the value of any transfers to BCG. A mediator has been appointed to oversee the mediation of certain matters between BCG, GWG Holdings and its debtor-affiliates, and certain other constituencies. The mediation commenced on January 30, 2023 and is still ongoing. We estimate that the maximum potential negative impact of any Retained Causes of Action to be between approximately $155 million and $382 million. Further, the Official Committee of Bondholders (the “OBC”) in the Chapter 11 Cases has also filed a motion seeking standing to prosecute causes of actions on behalf of the Debtors’ estate. The OBC’s motion has been abated pending confirmation of the Debtors plan of reorganization, but it is possible that the hearing may be reset to a future date depending on, among other things, the results of the ongoing mediation or by agreement between the Debtors and the OBC. The OBC’s motion sets forth causes of action related to certain past transactions between the Debtors and Ben, including its directors. The OBC’s motion states the proposed claims could add a maximum exposure of up to $500 million worth of additional value to the Debtors’ estate. Ben and its CEO filed motions to object to the OBC’s motion that refutes the allegations. The Debtors have indicated they oppose the OBC’s motion for standing and intend to address such alleged claims, if any, as part of a global plan of reorganization, including a possible mediated resolution. Ben intends to vigorously defend itself against any claims, should they be brought by the Debtors, the OBC, or the Litigation Trust. On March 30, 2023, David Scura and Clifford Day, on behalf of themselves and all others similarly situated, filed a class action lawsuit in the United States District Court for Northern District of Texas against Ben, certain members of its board of directors (Brad K. Heppner, Peter T. Cangany, Richard W. Fisher, Thomas O. Hicks, Dennis P. Lockhart, and Bruce W. Schnitzer), certain past members of the board of directors of GWG Holdings (Jon R. Sabes and Steven F. Sabes), FOXO Technologies Inc. (“FOXO”), and Emerson Equity LLC (“Emerson”). The suit alleges that the defendants defrauded GWG Holdings’ investors, and it asserts claims on behalf of a putative class consisting of all persons and entities who purchased or otherwise acquired GWG Holdings’ L Bonds or preferred stock of GWG Holdings between December 23, 2017, and April 20, 2022. The suit alleges that (i) BCG, the individual defendants, and FOXO violated Sections 10(b) of the Exchange Act and SEC Rule 10b-5 This litigation can subject us and certain of our directors to substantial costs and divert resources and the attention of management from our business. If these claims are successful, our business could be seriously harmed. Even if the claims do not result in protracted litigation or are resolved in our favor and the favor of our directors, the time and resources needed to resolve such claims could divert our management’s resources and adversely affect our business. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Offsetting [Abstract] | ||
Supplemental Cash Flow Information | 18. Supplemental Cash Flow Information Cash paid for taxes for the three months ended June 30, 2023 and 2022 was de minimis. Cash paid for interest for the three months ended June 30, 2023 and 2022, was nil and $2.0 million, respectively. Supplemental disclosure of noncash investing and financing activities include: Three Months Ended June 30, 2023: – $ 793.4 – $791.9 million conversion of BCG Preferred B.2 for Class A common stock – $193.9 million exchange of BCH Preferred A.1 for Class A common stock and Class B common stock in BCG Recapitalization. – $6.9 million deemed dividend from BCH Preferred A.1 to BCG Preferred B.2 for accrual of preferred return. – $5.3 million issuance of Class A common for transactions closing post de-SPAC. – $4.1 million accrual for BCH Preferred A.0 guaranteed payment. – $3.9 million conversion of BCH Class S Ordinary to Class A common stock. – $2.7 million settlement of liability for issuance of Class A common stock. – $0.3 million of distributions payable to the Charitable Beneficiaries. Three Months Ended June 30, 2022: – $9.2 million deemed dividend from BCH Preferred A.1 to BCG Preferred B.2 for accrual of preferred return. – $3.9 million accrual for BCH Preferred A.0 guaranteed payment. – $2.4 million issuance of noncontrolling interest from reserved cash received in a prior period. – $1.1 million exchange of BCH Preferred A.0 for BCH Preferred A.1. – $0.5 million of distributions payable to the Charitable Beneficiaries. – $0.3 million of noncash issuance of noncontrolling interest. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated statements of financial condition and that are shown in the consolidated statements of cash flows: June 30, 2023 March 31, 2023 Cash and cash equivalents $ 3,057 $ 8,726 Restricted cash 821 819 Total cash, cash equivalents and restricted cash $ 3,878 $ 9,545 | 21. Supplemental Cash Flow Information Cash paid for taxes for the year ended March 31, 2023, the three months ended March 31, 2022. and the years ended December 31, 2021 and 2020, was de minimis. Cash paid for interest for the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020, was $8.7 million, $6.6 million, $6.4 million, and $12.2 million, respectively. Supplemental disclosure of noncash investing and financing activities include: Year Ended March 31, 2023: – $37.1 million deemed dividend from BCH Preferred A.1 to BCG Preferred B.2 for accrual of preferred return. – $20.1 million issuance of BCG Preferred B.2 to satisfy the contingent consideration payable. – $15.8 million accrual for BCH Preferred A.0 guaranteed payment. – $2.4 million issuance of noncontrolling interest from reserved cash received in a prior period. – $1.7 million of distributions payable to the Charitable Beneficiaries. – $1.4 million promissory note receivable received as consideration in sale of fixed assets. – $1.1 million exchange of BCH Preferred A.0 for BCH Preferred A.1. – $0.3 million noncash issuance of noncontrolling interest. Three Months Ended March 31, 2022: – $8.4 million deemed dividend from Preferred A.1 to BCG Preferred B.2 for accrual of preferred return. – $4.1 million liability related to funds retained by Ben on behalf of the lender to the Customer ExAlt Trust loan payable. – $3.8 million liability for Preferred A.0 guaranteed payment. – $0.8 million of distributions payable to the Charitable Beneficiaries. Year Ended December 31, 2021: – $352.6 million issuance of BCG Preferred B.2 for consideration in acquisition of alternative assets. – $312.3 million issuance of BCG Preferred B.2 in exchange for conversion of Preferred A.1. – $251.7 million issuance of Preferred A.0 in exchange for conversion of Preferred A.1. – $192.8 million issuance of Common Units in connection with the Commercial Loan Agreement settlement. – $20.1 million liability for contingent issuance of BCG Preferred B.2. – $9.2 million of noncash issuance of noncontrolling interest. – $3.8 million liability for put option related to grant of Preferred A.1. – $2.3 million of deferred financing costs owed on debt due to related parties. – $2.2 million deemed dividend from Preferred A.1 to BCG Preferred B.2 for accrual of preferred return. – $1.5 million of distributions payable to the Charitable Beneficiaries. – $1.3 million liability for Preferred A.0 guaranteed payment. – $0.2 million issuance of Preferred C.1 Unit Accounts for contribution of alternative assets. Year Ended December 31, 2020: – $65.1 million liability related to the Promissory Note, including accrued interest thereon and unamortized discount, was settled in exchange for BCH Preferred Series C.1 Unit Accounts with a capital account balance of $75.0 million. – $94.8 million of GWG L Bonds, $84.6 million of GWG Holdings’ common stock, and $3.4 million in treasury shares were recognized in connection with the Collateral Swap discussed in Note 4. – $57.5 million liability related to the option agreement was exercised resulting in equal amount of Common Units being issued. – $6.0 million of noncash issuance of noncontrolling interest. – $0.7 million of distributions payable to the Charitable Beneficiaries. – $0.3 million issuance of Preferred C.1 Unit Accounts for contribution to alternative assets. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated statements of financial condition and that are shown in the consolidated statements of cash flows: March 31, 2023 March 31, 2022 Cash and cash equivalents $ 8,726 $ 70,588 Restricted cash 819 5,517 Total cash, cash equivalents and restricted cash $ 9,545 $ 76,105 |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 19. Subsequent Events The Company has evaluated subsequent events through the date the financial statements were available to be issued, and determined that there have been no events, other than those disclosed below, that have occurred that would require adjustments to our disclosures in the consolidated financial statements. Amendment to the HCLP Agreement On July 12, 2023, BCH, entered into (a) that certain Amendment No. 7 to the First Lien Amendment, which amended the First Lien Credit Agreement, and (b) that certain Amendment No. 7 to Second Lien Amendment (together with the First Lien Amendment, the “Seventh Amendments”), which amended the Second Lien Credit Agreement, each among BCH, HCLP and the other parties thereto. Among other things, the Seventh Amendments (i) modified the interest rate to a fixed rate of 9.5% (ii) extended the maturity dates of the First Lien Amendment and the Second Lien Amendment to September 15, 2024 and September 15, 2027, respectively, and (iii) agreed to installment payments on the First Lien Amendment of $5.0 million on each of March 29th, June 28th, September 29th, and December 29th of each year for so long as the obligations remain outstanding, and so long as such payments do not cause a going concern. No payments will be made on the Second Lien Amendment until the obligations on the First Lien Amendment have been fully satisfied. Ben agreed to pay fees totaling approximately $0.1 million. Conversion of BCH Preferred C-1 Pursuant to the UPA, on July 10, 2023, the BCH Preferred C-1 Operating Cost Reduction Plan On July 11, 2023, the Board approved certain measures to reduce the operating expenses of the Company with a view toward focusing resources on areas of current business needs. As part of this plan, we have commenced the furlough of approximately 30 employees, representing approximately 20% of our workforce. We also intend to reduce spending with third-party vendors in certain parts of our business as part of the plan to reduce operating expenses. Recent Financings On July 26, 2023, Ben Liquidity entered into agreements to finance liquidity transactions with respect to alternative assets with a NAV of approximately $6.7 million (calculated as of March 31, 2023). Pursuant to such transactions, the Customer ExAlt Trusts agreed to acquire the alternative assets, and in exchange for the alternative assets, the customers agreed to receive 2,917,807 shares of Class A common stock at a price per share of $2.29. Additionally, on August 1, 2023, Ben Liquidity entered into agreements to finance liquidity transactions with respect to alternative assets with a NAV of approximately $37.7 million as of March 31, 2023. Pursuant to such transaction, the Customer ExAlt Trusts acquired the alternative assets, and in exchange for the alternative assets, the customers received (i) 3,768,995 shares of Series B-1 B-1 B-1 Each share of Series B-1 B-1 Potential Future Goodwill Impairment The Company continues to experience a further significant sustained decline in the price of its common stock from the values at June 30, 2023. A significant sustained decrease in the Company’s common stock, has in the past been, and in the future may be, a potential indicator that a portion of our goodwill is impaired and may require a quantitative impairment assessment of the Company’s assets, including goodwill and intangible assets, which may result in an additional impairment charge during the second fiscal quarter of 2024. While management cannot predict if or when additional future goodwill impairments may occur, additional goodwill impairments could have material adverse effects on the Company’s financial condition, operating income, net assets, and/or the Company’s cost of, or access to, capital. | 22. Subsequent Events The Company has evaluated subsequent events the date the financial statements were issued, and determined that there have been no events, other than those disclosed below, that have occurred that would require adjustments to our disclosures in the consolidated financial statements. Amendment to the HCLP Agreement On June 5, 2023, BCH, entered into (a) that certain Consent and Amendment No. 6 to Second Amended and Restated Credit Agreement (the “First Lien Amendment”), which amended the First Lien Credit Agreement, and (b) that certain Consent and Amendment No. 6 to Second Amended and Restated Second Lien Credit Agreement (the “Second Lien Amendment,” and together with the First Lien Amendment, the “Sixth Amendments”), which amended the Second Lien Credit Agreement, each among BCH, HCLP and the other parties thereto. Among other things, the Sixth Amendments (i) allow for the consummation of the Transactions pursuant to the Business Combination Agreement, and effective as June 7, 2023 (ii) amend the definition of “Change of Control” (as defined therein), and (iii) provide that Beneficient will be the “Parent” thereunder. On July 12, 2023, BCH, entered into (a) that certain Amendment No. 7 to the First Lien Amendment, which amended the First Lien Credit Agreement, and (b) that certain Amendment No. 7 to Second Lien Amendment (together with the First Lien Amendment, the “Seventh Amendments”), which amended the Second Lien Credit Agreement, each among BCH, HCLP and the other parties thereto. Among other things, the Seventh Amendments (i) modified the interest rate to a fixed rate of 9.5% (ii) extended the maturity dates of the First Lien Amendment and the Second Lien Amendment to September 15, 2024 and September 15, 2027, respectively, and (iii) agreed to installment payments on the First Lien Amendment of $5.0 million on each of March 29th, June 28th, September 29th, and December 29th of each year for so long as the obligations remain outstanding, and so long as such payments do not cause a going concern. No payments will be made on the Second Lien Amendment until the obligations on the First Lien Amendment have been fully satisfied. Ben agreed to pay fees totaling approximately $0.1 million. Standby Equity Purchase Agreement On June 27, 2023, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), whereby the Company has the right, but not the obligation, to sell to Yorkville up to $250.0 million of its shares of the Company’s common stock at the Company’s request any time during the 36 months following the execution of the SEPA, subject to certain conditions. The Company expects to use the net proceeds received from this for working capital and general corporate purposes. The Company agreed to pay a nominal structuring fee in cash. In addition, the Company will pay a commitment fee in an amount equal to $1.3 million (the “Commitment Fee”) by the issuance to Yorkville of such number of Class A common stock that is equal to the Commitment Fee divided by the closing price of the Class A common stock on the Nasdaq on the date immediately preceding entry into the SEPA. Recapitalization of BCG On June 6, 2023, immediately prior to the Conversion, BCG was recapitalized (the “BCG Recapitalization”) as follows: (i) the limited partnership agreement of BCG was amended to create one new subclass of BCG common units, the Class B Common Units (the “BCG Class B Common Units”), and the existing common units were renamed the Class A Common Units (the “BCG Class A Common Units”); and (ii) certain holders of the BCH Preferred A.1 entered into conversion and exchange agreements (the “BCG Conversion and Exchange Agreements”) with BCG and BCH, pursuant to which they converted certain BCH Preferred A.1 to Class S Ordinary Units, which were then contributed to BCG in exchange for BCG Class A Common Units. Pursuant to the Conversion, the BCG Class A Common Units converted into 1.25 shares of Class A common stock, par value $0.001 per share (“Class A common stock”), and the BCG Class B Common Units converted into 1.25 shares of Class B common stock, par value $0.001 per share (“Class B common stock” and together with the Class A common stock, the “Beneficient common stock”). The Class B common stock is convertible into Class A common stock on a one-for-one The following table provides additional information on the securities contributed and exchanged by each of BHI, Bruce W. Schnitzer and Hicks Holdings Operating, LLC (dollars and units in thousands): Name Converted Class S BCG BHI $ 177,195 14,176 14,176 Bruce W. Schnitzer 988 79 79 Hicks Holdings Operating, LLC 13,222 1,058 1,058 Total $ 191,405 15,313 15,313 The following table provides additional information on the securities contributed and exchanged by each of Bruce W. Schnitzer and Richard W. Fisher (dollars and units in thousands): Name Converted Class S BCG Bruce W. Schnitzer $ 734 659 659 Richard W. Fisher 1,722 738 738 Total $ 2,456 1,397 1,397 Forward Purchase Agreement On June 5, 2023, BCG entered into a Prepaid Forward Purchase Agreement, by and between BCG and RiverNorth SPAC Arbitrage Fund, L.P. (the “Purchaser”), pursuant to which the Purchaser agreed to, among other things, effect certain purchases of shares of Avalon Class A common stock (“Avalon Class A Common Stock”) that would have been redeemed in connection with the special meeting of Avalon’s stockholders (the “Special Meeting”) to approve the transactions contemplated by the Business Combination Agreement (as amended through June 25, 2023, the “Forward Purchase Agreement”). Pursuant to the Forward Purchase Agreement, Purchaser agreed to purchase shares of Avalon Class A Common Stock (the “AVAC FPA Shares”) at a purchase price per share of $10.588 (for aggregate consideration of $25.0 million). The AVAC FPA Shares will not be redeemed in connection with the Special Meeting and will convert into shares of Class A Common Stock, par value $0.001 per share, of Beneficient (“Class A Common Stock”) and Series A Convertible Preferred Stock, par value $0.001 per share, of Beneficient (“Beneficient Series A Preferred Stock”) upon consummation of the Business Combination. The Series A Preferred Stock will convert in accordance with its terms to shares of Class A Common Stock, and Purchaser will hold an aggregate of 2,956,480 shares of Class A Common Stock following such conversion in respect of the AVAC FPA Shares (such shares of Class A Common Stock, the “FPA Shares”). The $25.0 million in proceeds (the “Disbursed Amount”) in respect of the FPA Shares will be disbursed from the Avalon trust account following the consummation of the Business Combination. $5.0 million of the Disbursed Amount will be disbursed to Beneficient, with the remaining $20.0 million (the “Reserve Amount”) to be disbursed to Purchaser to be held by Purchaser until the Maturity Date (as defined below) or until its earlier release per the terms of the Forward Purchase Agreement. The Forward Purchase Agreement provides for two categories of FPA Shares:(i) 1,064,333 FPA Shares shall be categorized as “Purchased Shares” (the “Purchased Shares”) and (ii) the remaining 1,892,147 FPA Shares shall be categorized as “Prepaid Forward Shares” (the “Prepaid Forward Shares”). If by the 10th anniversary of the close of the Business Combination, Purchaser has received less than $5.0 million, in gross proceeds from, and Purchaser has used good faith efforts to sell, the Purchased Shares, Beneficient has agreed to cause Beneficient Company Holdings, L.P. (“BCH”) to issue Purchaser an amount of BCH Preferred Series A-0 Upon the sales of the Prepaid Forward Shares, the Purchaser will remit $10.588 per share, or such lesser price per share designated by the Company (“Designated Price”) by written notice setting forth the Designated Price and the number Prepaid Forward Shares that may be sold at such price (“Designated Price Notice”) delivered to Purchaser prior to any such sales, to the Company. On June 8, 2025 (“Maturity Date”), any Prepaid Forward Shares not sold by the Purchaser will be returned to the Company and any remaining amounts in respect of the Prepaid Forward Shares will be retained by the Purchaser, less any amounts still owed to the Company from sales effected prior to the Maturity Date. Until December 8, 2023, the Purchaser agrees to the following sales conditions for the Purchased Shares and Non-Redemption Contribution and First Amended and Restated Limited Liability Agreement of Beneficient Company Group, L.L.C. On June 6, 2023, BCG converted from a Delaware limited partnership to a Nevada corporation (the “Conversion”), renamed itself “Beneficient” and adopted its articles of incorporation and bylaws. On June 6, 2023, following the BCG Recapitalization and the Conversion, the Company, as the sole member of Beneficient Company Group, L.L.C. (“Ben LLC”), adopted the First Amended and Restated Limited Liability Company Agreement of Ben LLC (the “Ben LLC A&R LLCA”). The Ben LLC A&R LLCA establishes managing member interests and non-managing Closing of the Transaction On June 7, 2023, the Company completed its previously announced de-SPAC Accordingly, the Company issued (i) an aggregate of 7,971,864 shares of Class A common stock to the former holders of Class A Common Stock of Avalon, par value $0.0001 per share (“Avalon Class A common stock”), and Class B Common Stock of Avalon, par value $0.0001 per share (“Avalon Class B common stock”), outstanding immediately prior to June 7, 2023, and (ii) an aggregate of 2,796,864 shares of Beneficient Series A preferred stock to non-redeeming Immediately after the Business Combination, 188,674,282 shares of Class A common stock were issued and outstanding, 19,140,451 shares of Class B common stock were issued and outstanding, 2,796,864 shares of Beneficient Series A preferred stock were issued and outstanding and 23,757,500 Beneficient Warrants were issued and outstanding. Because the Beneficient Series A preferred stock is not expected to be publicly listed, the Beneficient Series A preferred stock terms provide that upon its issuance, each share of Beneficient Series A preferred stock will automatically convert into one-quarter Eighth Amended and Restated Limited Partnership Agreement of Beneficient Company Holdings, L.P. On June 7, 2023, the Eighth Amended and Restated Limited Partnership Agreement of BCH (the “BCH Eighth A&R LPA”) was adopted and became effective upon the consummation of the Business Combination. The BCH Eighth A&R LPA amended the existing limited partnership agreement, to, among other things, make certain revisions facilitating the Business Combination and the related Transactions, including replacing BCG as the general partner of BCH with Ben LLC following the Conversion and the Contribution. Following the effectiveness of the BCH LPA, the units of BCH consist of five classes: (i) the BCH Class A Units, (ii) the BCH Class S Ordinary Units, (iii) the BCH Class S Preferred Units, (iv) the BCH FLP Unit Accounts and (v) the BCH Preferred Series Unit Accounts (each as defined in the BCH LPA). The BCH FLP Unit Accounts are further subdivided into BCH FLP-1 FLP-3 FLP-3 FLP-2 FLP-3 A-0 A-1 C-1 A-1 A-0 A-1 FLP-1 FLP-2 Second Amended and Restated Bradley Capital Agreement In connection with the Closing, BCG’s existing Bradley Capital Agreement, was replaced by a Second Amended and Restated Services Agreement (the “Second A&R Bradley Capital Agreement”) with the Company as a party. The Second A&R Bradley Capital Agreement is substantially similar to the existing Bradley Capital Agreement, subject to certain changes as follows. The Executive Committee (as defined in the Second A&R Bradley Capital Agreement) reference was revised to refer to the Executive Committee of the Board, and the Second A&R Bradley Capital Agreement expressly states that it shall in no way limit the authority of Board to appoint and remove officers of the Company, including its chief executive officer. The term of the Second A&R Bradley Capital Agreement extends through December 31, 2023, with an annual one-year The termination provision was revised so that the agreement may be terminated upon the approval of all members of the Executive Committee, excluding Brad K. Heppner if he is then serving on the Executive Committee. The base fee was increased to $460,000 per quarter and the supplemental fee was increased to $180,000 per quarter, with each fee remaining subject to an annual inflation adjustment. In addition, revisions were made to the limitation of liability and indemnification provisions to reflect the applicability of the corporation laws of Nevada to Beneficient. Potential Future Goodwill Impairment Subsequent to the public listing on June 8, 2023, and through the date of this report, the Company experienced a sustained decline in the price of its common stock. A sustained decrease in the Company’s common stock is a potential indicator that impairment is present and may require a quantitative impairment assessment of the Company’s assets, including goodwill and intangible assets, which may result in an impairment charge during the first fiscal quarter of 2024. Other On June 29, 2023, the Company received a “Wells Notice” from the Staff of the SEC’s Division of Enforcement, stating that the Staff has made a preliminary determination to recommend that the SEC file a civil enforcement action against the Company alleging violations of certain provisions of the Securities Act and the Securities Exchange Act relating to the Company’s association with GWG Holdings. A Wells Notice is not a formal allegation or a finding of wrongdoing, but is a preliminary determination by the Staff to recommend to the SEC that a civil enforcement action or administrative proceeding be brought against the recipient. The Company maintains that our actions were appropriate and intends to vigorously defend this matter, including by making a Wells submission to the SEC, engaging in further dialogue with the SEC Staff, and contesting any allegations of wrongdoing. The results of the Wells Notice process and any corresponding enforcement action, including the costs, timing and other potential consequences of responding and complying therewith, are unknown at this time. Conversion of BCH Preferred C-1 Pursuant to the UPA, on July 10, 2023, the BCH Preferred C-1 Operating Cost Reduction Plan On July 11, 2023, the Board approved certain measures to reduce the operating expenses of the Company with a view toward focusing resources on areas of current business needs. As part of this plan, we have commenced the furlough of approximately 30 employees, representing approximately 20% of our workforce. We also intend to reduce spending with third-party vendors in certain parts of our business as part of the plan to reduce operating expenses. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements of Ben are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Ben, its wholly-owned and majority-owned subsidiaries and, certain variable interest entities (“VIEs”), in which the Company is the primary beneficiary. An enterprise is determined to be the primary beneficiary of a VIE if it holds a controlling financial interest consistent with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements of Ben are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Ben, its wholly-owned and majority-owned subsidiaries and, certain variable interest entities (“VIEs”), in which the Company is the primary beneficiary. An enterprise is determined to be the primary beneficiary of a VIE if it holds a controlling financial interest consistent with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810 Consolidation |
Basis of Presentation and Principles of Consolidation | The Customer ExAlt Trusts are considered VIEs for which Ben has a variable interest and is considered the primary beneficiary. Thus, Ben is required to consolidate all of the Customer ExAlt Trusts. The entities in which the Customer ExAlt Trusts hold an ownership interest are investment companies (i.e., funds) under ASC 946, Financial Services — Investment Companies non-investment All intercompany accounts and transactions have been eliminated in consolidation, and the portion of income allocated to owners other than the Company is included in “net income (loss) attributable to noncontrolling interests” in the consolidated statements of comprehensive income (loss). With the consolidation of the Customer ExAlt Trusts, interest and fees income and any related receivable charged by Ben Liquidity and Ben Custody to the Customer ExAlt Trusts are eliminated in the presentation of our consolidated financial statements. While these amounts are eliminated solely for financial reporting purposes, such amounts are earned by Ben Liquidity and/or Ben Custody from the Customer ExAlt Trusts and directly impact the income (loss) allocable to Ben’s and BCH’s equity holders, as further discussed in Note 3. The accompanying unaudited interim consolidated financial statements of the Company do not contain the detail or footnote disclosure concerning accounting policies and other matters that would be included in full fiscal year consolidated financial statements; therefore, they should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report. The consolidated statement of financial condition as of March 31, 2023 is from the Company’s audited financial statements. In the opinion of management, all material adjustments, consisting of normal and recurring adjustments, have been made that were considered necessary to present fairly the financial condition, results of operations and cash flows at the interim date and for the interim periods presented. Operating results for the interim periods disclosed herein are not necessarily indicative of results that may be expected for a full year. | The Customer ExAlt Trusts are considered VIEs for which Ben has a variable interest and is considered the primary beneficiary. Thus, Ben is required to consolidate all of the Customer ExAlt Trusts. The entities in which the Customer ExAlt Trusts hold an ownership interest are investment companies (i.e., funds) under ASC 946, Financial Services — Investment Companies non-investment All intercompany accounts and transactions have been eliminated in consolidation, and the portion of income allocated to owners other than the Company is included in “net income (loss) attributable to noncontrolling interests” in the consolidated statements of comprehensive income (loss). With the consolidation of the Customer ExAlt Trusts, interest and fees income and any related receivable charged by Ben Liquidity and Ben Custody to the Customer ExAlt Trusts are eliminated in the presentation of our consolidated financial statements. While these amounts are eliminated solely for financial reporting purposes, such amounts are earned by Ben Liquidity and/or Ben Custody from the Customer ExAlt Trusts and directly impact the income (loss) allocable to BCG’s and BCH’s equity holders as further discussed in Note 3. |
Initial Recapitalization and Common Unit Conversion | Initial Recapitalization and Common Unit Conversion On June 6, 2023, immediately prior to the Conversion, the BCG Recapitalization was as follows: (i) the limited partnership agreement of BCG was amended to create the BCG Class B Common Units, and the existing common units were renamed the “BCG Class A Common Units; and (ii) certain holders of the BCH Preferred A.1 entered into BCG Conversion and Exchange Agreements with BCG and BCH, pursuant to which they converted certain BCH Preferred A.1 to Class S Ordinary Units, which were then contributed to BCG in exchange for BCG Class A Common Units. Prior to the conversion on June 6, 2023, when the Company was a Delaware limited partnership, the Company’s equity interests consisted of common units, one series of preferred units, and noncontrolling interests. Pursuant to the Conversion, each BCG Class A Common Unit converted into 1.25 shares of Class A common stock, each BCG Class B Common Unit converted into 1.25 shares of Class B common stock, and the capital account balance of the BCG Preferred B-2 B-2 For the periods prior to the Closing, the number of outstanding units, weighted average number of outstanding units, loss per common unit, equity-based compensation and other financial amounts previously expressed on the basis of Common Units have been retroactively adjusted on the basis of Common Stock reflecting the common unit conversion ratio, as described above. | |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and Significant accounting policies are detailed in Note 2 to the consolidated financial statements included in the Company’s Annual Report. Other than new policies related to the adoption of ASU 2016-13 | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and assumptions are based on information available as of the date of the consolidated financial statements and could differ from actual results. Material estimates that are particularly susceptible to change in the near term relate to the fair value determination of investments in alternative assets held by the Customer ExAlt Trusts, the fair value determination of the investment in debt securities, determination of the allowance for loan losses as an input to the allocation of income (loss) to BCG’s or BCH’s equity holders, evaluation of potential impairment of goodwill and other intangibles, and determining the grant date fair value for share-based compensation awards. |
Warrant Liability | Warrant Liability The Company accounts for the warrants assumed in the Transaction (as described in Note 4), in accordance with the guidance contained in ASC 815, Derivatives and Hedging re-measured re-evaluation | |
Income Taxes | Income Taxes On June 6, 2023, The Beneficient Company Group, L.P. changed both its regulatory and tax status from a Delaware Limited Partnership to a Nevada Corporation and changed its name from The Beneficient Company Group, L.P. to Beneficient. Beneficient made a tax election to be treated as a corporation for US tax purposes effective as of this date. As a result of this tax election, Beneficient records current tax liabilities or assets through charges or credits to the current tax provision for the estimated taxes payable or refundable for the current year. Deferred tax assets and liabilities are recorded for future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A deferred tax valuation allowance is established if it is more likely than not that all or a portion of the deferred tax assets will not be realized. A tax position that fails to meet a more-likely-than-not | Income Taxes The Company and most of its subsidiaries operate in the U.S. as partnerships for U.S. federal income tax purposes. Certain of our entities are corporations for tax purposes. In addition, certain of the wholly-owned subsidiaries of the Company will be subject to federal, state, and local corporate income taxes at the entity level and the related tax provision attributable to the Company’s share of this income tax is reflected in the consolidated financial statements. Income taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current and deferred tax liabilities, if any, are recorded within accounts payable and accrued expenses and other liabilities in the consolidated statements of financial condition. The Company analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. The Company records uncertain tax positions on the basis of a two-step |
Reclassification | Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. Specifically, $0.6 million of other expenses was reclassified to professional services for the three months ended June 30, 2022. This reclassification had no effect on total operating expenses. | Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. Specifically, our redeemable noncontrolling interests as of March 31, 2022, were separated to show each class on the consolidated statements of financial condition to maintain consistency with the current year presentation. This reclassification had no effect on the total redeemable noncontrolling interests or temporary equity. |
Accounting Standards Not Yet Adopted | Accounting Standards Recently Adopted On April 1, 2023, we adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses 2016-13, 2016-13, 2016-13 available-for-sale Accounting Standards Not Yet Adopted ASU 2020-04, Reference Rate Reform 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 2020-04 | Accounting Standards Not Yet Adopted ASU 2016-13, Financial Instruments Credit Losses estimate for loans and other financial assets measured either collectively or individually. Current U.S. GAAP delays recognition of credit losses until it is probable a loss has occurred, generally only considering past events and current conditions in measuring the incurred loss. Once implemented, this new standard will eliminate the probable initial recognition threshold and instead, will require the measurement of expected credit losses based on historical experience, current conditions, and reasonable and supportable forecasts covering the entire term of the instrument through contractual maturity. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. This standard requires enhanced disclosures around significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of the portfolio. The effective date of Topic 326 has been extended for smaller reporting companies and private companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Our most significant implementation activities included selection of measurement methodologies and related model development, data accumulation and verification, identification of reasonable and supportable forecast periods, selection of timelines and methods for reversion to unadjusted historical information, multiple preliminary analyses including parallel runs against existing loan loss estimation processes, and design and evaluation of internal controls over the new estimation processes. We have determined we will utilize discounted cash flow methods. Based on implementation efforts, we expect to incur an increase of approximately $61.1 million as of April 1, 2023, related to an increase in the allowance for loan losses as well as an increase in the reserve for unfunded commitments. A significant portion of this impact relates to the initial recognition of an allowance for newly originated loans. Management is in the final stages of documenting the accounting, reporting and governance processes associated with the adoption of Topic 326. We also assessed asset classes other than loans receivable that are within the scope of CECL and determined that the adoption effects for the change in measurement of credit risk were minimal for these classes. Additionally, we have also evaluated the composition of its AFS securities and determined that the changes in Topic 326 will not have a significant effect on the current portfolio. ASU 2020-04, Reference Rate Reform 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 2020-04 |
Change in Fiscal Year | Change in Fiscal Year On March 30, 2022, the Board of Directors of Ben Management approved a change in the Company’s fiscal year end from December 31 to March 31. The Company elected to change its fiscal year end in order to better align with its peers and with the timing in which more recent | |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents represent cash held in banks or money market funds with original maturities of three months or less. Interest income from cash and cash equivalents is recorded in interest income in the consolidated statements of comprehensive income (loss). Under the terms of certain of the ExAlt Plan ™ trust agreements, certain trusts are required to maintain capital call reserves and administration reserves. These reserves are used to satisfy capital call obligations and pay fees and expenses for the trusts as required. The fees and expenses are primarily paid to Ben for serving as the administrative agent to the current trustees of certain Customer ExAlt Trusts. These reserves represent cash held in banks and are classified as restricted cash on the consolidated statements of financial condition. Refer to Note 21 for the reconciliation of cash, cash equivalents and restricted cash on our consolidated statements of cash flows. | |
Investments, at Fair Value | Investments, at Fair Value Investments held by Ben or held by the Customer ExAlt Trusts include investments in alternative assets, investments in public equity and debt securities (principally of a related party), investments in private equity securities, and put options. •Investments in Alternative Assets Investments in alternative assets represent the ownership interests in alternative assets and, along with other investments held by the Customer ExAlt Trusts, constitute the source of Collateral for the ExAlt Loans. These investments are predominantly private equity funds and are held by the Customer ExAlt Trusts, either through direct ownership or a beneficial interest. ASC Topic 820, Fair Value Measurement When a distribution is received, it is generally recorded as a reduction to the carrying value of that investment. Likewise, when a contribution is made, it is recorded as an increase to the carrying value of that investment. When our ownership percentage of an investment is less than three to five percent, the distribution is considered a return of investment and is classified on our consolidated statement of cash flows as a cash inflow from investing activities in accordance with ASC Topic 321, Investments — Equity Securities. Investments — Equity Method and Joint Ventures •Investments in Public Equity Securities and Options Investments in public equity securities and options primarily represent common stock ownership in GWG Holdings, Inc. (“GWG Holdings” or “GWG”) along with investments in other public companies and investments made by Ben in put options, all of which are carried at fair value. Fair value is determined using quoted market prices. Any realized gains and losses are recorded on a trade-date basis. Realized and unrealized gains and losses are recognized in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss). •Investments in Debt Securities Investments in debt securities primarily represent ownership in GWG Holdings’ L Bonds by certain of the Customer ExAlt Trusts. Investments in debt securities also represent ownership in privately held debt owned by certain of the Customer ExAlt Trusts. These investments are classified and accounted for as available-for-sale The Company follows ASC 320 to assess whether an investment in debt securities is impaired in each reporting period. An investment in debt securities is impaired if the fair value of the investment is less than its amortized cost. If the Company intends to sell the debt security (that is, it has decided to sell the security), an other-than-temporary impairment (“OTTI”) is considered to have occurred. If the Company more likely than not will be required to sell the security before recovery of its amortized cost basis or it otherwise does not expect to recover the entire amortized cost basis of the security, an OTTI is considered to have occurred. The Company considers the expected cash flows from the investment based on reasonable and supportable forecasts as well as several other factors to estimate whether a credit loss exists. If the Company intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the OTTI is recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. During the year ended March 31, 2023 and the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020, the Company recognized an OTTI on its investment in debt securities of $12.6 million, $4.9 million, $13.7 million, and nil, respectively, which substantially results from its investment in GWG Holdings’ L Bonds. The impairment is recorded in the provision for credit losses line item on the consolidated statements of comprehensive income (loss). •Investments in Other Equity Securities Investments in other equity securities are held by certain of the Customer ExAlt Trusts and represent ownership in equity securities of privately held companies. Equity securities that do not have readily determinable fair values are initially recorded at cost and subsequently remeasured when there is (i) an observable transaction involving the same investment, (ii) an observable transaction involving a similar investment from the same issuer, or (iii) an impairment. These remeasurements are reflected in the consolidated statements of comprehensive income (loss). | |
Leases | Leases We account for leases in accordance with ASC 842, Leases right-of-use-assets right-of-use Right-of-use 12-month | |
Fixed Assets | Fixed Assets Fixed assets, including leasehold improvements, are stated at cost, less accumulated depreciation and amortization. Expenditures related to leasehold improvements; furniture and fixtures; computer hardware and software; and most office equipment purchases are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the assets (from three The Company capitalizes certain costs related to the development of internal-use Internal-use one three | |
Goodwill and Other Intangibles | Goodwill and Other Intangibles The Company accounts for goodwill and intangible assets in accordance with ASC Topic 350, Intangibles Goodwill and Other The Company conducted the annual impairment test for the years ended December 31, 2021 and 2020 on October 1. The Company conducted the annual impairment test for the three months ended March 31, 2022 and the year ended March 31, 2023 on January 1. This was considered a change in accounting principle as of March 31, 2022, as the impairment test for the year ended December 31, 2021 and 2020 was for the twelve months ended. The Company deemed the change of impairment test timing to be appropriate as the January 1 date better aligns with the Company’s new fiscal year end. The change in accounting principle related to the annual testing date did not delay, accelerate or avoid an impairment charge. This change was not applied retrospectively as it is impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. Accordingly, the change was applied prospectively. Intangible assets include insurance licensing, which has an indefinite life and is assessed for impairment annually. Factors that would require an impairment assessment include, among other things, a significant change in the extent or manner in which an asset is used, a continual decline in the Company’s operating performance, or as a result of fundamental changes in a subsidiary’s business condition. | |
Other Liabilities | Other Liabilities Other liabilities consist principally of a liability related to an interest commitment, payables to affiliates, and trust payables. Refer to Note 9 for more information on these other liabilities. | |
Business Combinations | Business Combinations The Company includes the results of operations of the businesses that it acquires from the acquisition date. In allocating the purchase price of a business combination, the Company records all assets acquired and liabilities assumed at fair value as of the date of acquisition, with the excess of the purchase price over the aggregate fair values recorded as goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The fair value assigned to identifiable intangible assets acquired is based on estimates and assumptions made by management at the time of the acquisition. The Company adjusts the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as it obtains more information as to facts and circumstances existing as of the acquisition date. Acquisition-related costs are recognized separately from the business combination and are expensed as incurred. | |
Noncontrolling interests – Redeemable and Non-redeemable | Noncontrolling interests – Redeemable and Non-redeemable Noncontrolling interests represent the portion of certain consolidated subsidiaries’ limited partnership interests or interests in the Customer ExAlt Trusts that are held by third parties. Amounts are adjusted by the noncontrolling interest holder’s proportionate share of the subsidiaries’ earnings or losses each period and for any distributions that are paid. Noncontrolling interests are reported as a component of equity unless the noncontrolling interest is considered redeemable, in which case the noncontrolling interest is recorded as mezzanine or temporary equity (between liabilities and equity) in our consolidated statements of financial condition. The redeemable noncontrolling interest is adjusted at each balance sheet date to its maximum redemption value if the amount is greater than the carrying value. Changes in our redeemable noncontrolling interests are presented in the consolidated statements of changes in equity. Noncontrolling interests include: (i) holders, which consist of Related Entities, as defined below, an entity affiliated with a related party, and third parties, of Class S Ordinary Units issued by BCH, (ii) holders, which consists of Related Entities, an entity affiliated with a related party, and third parties, of Class S Preferred Units issued by BCH, (iii) holder, which consists of GWG Holdings, of Preferred Series C Unit Accounts issued by BCH, (iv) holders, which consists of unrelated charity organizations, of residual beneficial interests issued by certain of the Customer ExAlt Trusts and (v) holder, which consists of a third-party, of Class A of CT Risk Management. Redeemable noncontrolling interests are held by holders, which consist of (i) a Related Entity, an entity affiliated with a related party, a third party, and certain directors, of Preferred A.0 issued by BCH, and (ii) a Related Entity, an entity affiliated with a related party, a third party, and certain directors, of Preferred A.1 issued by BCH. Related Entities are defined as certain trusts and those entities held by such trusts that are controlled by our founder and in which our founder and his family members are also among classes of economic beneficiaries whether or not our founder is entitled to economic distributions from such trusts. See Note 13 for further information of the equity instruments of the Company, including those classified as redeemable noncontrolling interests and noncontrolling interests. | |
Earnings (Loss) per Common Unit | Earnings (Loss) per Common Unit The Company computes net earnings (loss) per unit attributable to common unitholders using the two-class two-class two-class Basic net earnings (loss) per unit attributable to common unitholders is computed by dividing net earnings (loss) available to common unitholders by the weighted average number of common units outstanding during the period. Diluted earnings per common units is computed in a similar manner, except that first the denominator is increased to include the number of additional common units that would have been outstanding if potentially dilutive common shares were issued using the treasury stock method or if-converted | |
Investment Income (Loss), Net | Investment Income (Loss), Net Investment income (loss), net consists of unrealized gains (losses) due to changes in NAV of alternative assets. For certain periods presented herein, it also consists of unrealized gains (losses) on repurchase options and unrealized gains (losses) on other noncash transactions. Refer to Note 5 for a reconciliation of the financial statement line item. | |
Gain (Loss) on Financial Instruments, Net | Gain (Loss) on Financial Instruments, Net Gain (loss) on financial instruments, net consists of unrealized gains (losses) due to changes in fair value of financial instruments and realized gains (losses) from the sale of public equity securities. See Note 6 for a reconciliation of the financial statement line item. | |
Administration Revenues | Administration Revenues Third-party administration fees are earned for the administration of third-party customer accounts. The Company’s performance obligation is satisfied over time and the resulting fees are recognized monthly, generally based upon the beginning of the quarter (in advance) net asset value under management and the applicable fee rate, depending on the terms of the contract. Third-party administration fee receivables are recorded on the consolidated statements of financial condition in the other assets line item and in administration revenues in the trust services and administration revenues line item on the consolidated statements of comprehensive income (loss). | |
Professional Services | Professional Services Professional services primarily consist of legal fees, net of insurance reimbursable, consulting fees, and advertising costs, which are expensed as incurred and are included in professional services in the accompanying consolidated statements of comprehensive income (loss). | |
Share-based Compensation | Share-based Compensation Compensation expense for all equit y-based compensation awards is determined using the grant date fair value. For all equity-based plans, we record the impact of forfeitures when they occur. Ex | |
Provision for Credit Losses | Provision for Credit Losses The provis i Year Ended Three Months Ended Year Ended (in thousands) 2023 2022 2021 2021 2020 (unaudited) OTTI on AFS debt securities (Note 5) $ 12,621 $ 4,943 $ — $ 13,726 $ — Bad debt expense on related party receivable (Note 9) 6,723 4,440 — 5,029 — Bad debt expense on other receivables 1,236 — — — — Provision for credit losses $ 20,580 $ 9,383 $ — $ 18,755 $ — | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses on investments in available for sale debt securities carried at fair value, which are reported as a separate component of equity. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement Fair values of financial instruments are estimated using relevant market information and other assumptions. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or market conditions could significantly affect these estimates. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Debt Securities, Available-for-Sale, Allowance for Credit Loss | A reconciliation of provision for credit losses for each of the periods presented herein is presented below: Year Ended Three Months Ended Year Ended (in thousands) 2023 2022 2021 2021 2020 (unaudited) OTTI on AFS debt securities (Note 5) $ 12,621 $ 4,943 $ — $ 13,726 $ — Bad debt expense on related party receivable (Note 9) 6,723 4,440 — 5,029 — Bad debt expense on other receivables 1,236 — — — — Provision for credit losses $ 20,580 $ 9,383 $ — $ 18,755 $ — |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The following tables present activity in the Company’s goodwill and finite-lived and indefinite-lived intangible assets for the year ended March 31, 2023, the three months ended March 31, 2022, and the year ended December 31, 2021. (Dollars in thousands) March 31, Additions1 Reporting Unit Impairment March 31, Amortization Goodwill $ 2,367,750 $ 176 $ (2,367,926 ) $ — $ — Indefinite Ben Liquidity — — 1,725,880 — 1,725,880 Indefinite Ben Custody — — 594,219 — 594,219 Indefinite Ben Insurance — — 37,942 — 37,942 Indefinite Ben Markets — — 9,885 — 9,885 Indefinite Total Goodwill 2,367,750 176 — — 2,367,926 Indefinite Insurance license 3,100 — — — 3,100 Indefinite Total goodwill and intangible assets $ 2,370,850 $ 176 $ — $ — $ 2,371,026 1 The additional goodwill resulted from the purchase of MHT Securities, as discussed in Note 1. (Dollars in thousands) December 31, Impairment March 31, Amortization Goodwill $ 2,367,750 $ — $ 2,367,750 Indefinite Insurance license 3,100 — 3,100 Indefinite Total goodwill and intangible assets $ 2,370,850 $ — $ 2,370,850 (Dollars in thousands) December 31, Amortization Impairment December 31, Amortization Goodwill $ 2,367,750 $ — $ — $ 2,367,750 Indefinite Non-compete 185 (185 ) — — 2 years Insurance license 3,100 — — 3,100 Indefinite Total goodwill and intangible assets $ 2,371,035 $ (185 ) $ — $ 2,370,850 (Dollars in thousands) December 31, Amortization Impairment December 31, Amortization Goodwill $ 2,367,750 $ — $ — $ 2,367,750 Indefinite Non-compete 349 (164 ) — 185 3 years Insurance license 3,100 — — 3,100 Indefinite Total goodwill and intangible assets $ 2,371,199 $ (164 ) $ — $ 2,371,035 |
Understanding our Financial S_2
Understanding our Financial Statements and the Impact to the Common Shareholder (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Related Party Transactions [Abstract] | ||
Schedule of Segment Reporting Information, by Segment | The following table presents a reconciliation of operating income (loss) of our reportable segments, excluding the Customer ExAlt Trusts, to net income (loss) attributable to Beneficient’s common shareholders. This reconciliation serves to provide users of our financial statements an understanding and visual aide of the reportable segments that impact net income (loss) attributable to the common shareholder and reiterates that the consolidation of the Customer ExAlt Trusts has no impact on the net income (loss) attributable to Beneficient’s common shareholders. (in thousands) Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Operating income (loss) Ben Liquidity $ (903,026 ) $ (32,853 ) Ben Custody (189,997 ) 6,163 Corporate & Other (49,081 ) (28,755 ) Less: Income tax expense (benefit) — 397 Less: Net loss attributable to noncontrolling interests—Ben 30,686 7,536 Less: Net income attributable to noncontrolling interests—CT — (1,795 ) Less: Noncontrolling interest guaranteed payment (4,105 ) (3,868 ) Net loss attributable to common shareholders $ (1,115,523 ) $ (53,969 ) | The following table presents a reconciliation of operating income (loss) of our reportable segments, excluding the Customer ExAl t Tr reiterates that the consolidation of the Customer ExAlt Trusts has no impact on the net income (loss) attributable to The Beneficient Company Group, L.P. common unitholder. (in thousands) Year Ended Three Months Ended Year Ended Year Ended Operating income (loss) Ben Liquidity $ (46,512 ) $ (20,299 ) $ 21,191 $ 25,238 Ben Custody 24,046 7,301 16,193 15,922 Corporate & Other (112,845 ) (31,607 ) (77,991 ) (136,155 ) Loss on extinguishment of debt, related parties — — (34,013 ) — Less: Income tax expense (benefit) (1,072 ) 1,072 — 3,459 Less: Net loss attributable to noncontrolling interests—Ben 19,081 5,038 12,870 40,414 Less: Noncash deemed contribution on extinguishment of redeemable noncontrolling interest — — 14,200 — Less: Noncash deemed dividend on extinguishment of redeemable noncontrolling interest — — (46,202 ) — Less: Noncontrolling interest guaranteed payment (15,822 ) (3,788 ) (1,264 ) — Net loss attributable to common unitholders $ (130,980 ) $ (44,427 ) $ (95,016 ) $ (58,040 ) |
De-SPAC Merger Transaction (Tab
De-SPAC Merger Transaction (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | ||
Additional Equity Securities Information | The following table provides additional information on the securities contributed and exchanged by each of BHI, Bruce W. Schnitzer and Hicks Holdings Operating, LLC (dollars and units in thousands): Name Converted Capital Account Balance of BCH Preferred A.1 Class S Ordinary Units Received BCG Class B Units Received BHI $ 177,195 14,176 14,176 Bruce W. Schnitzer 988 79 79 Hicks Holdings Operating, LLC 13,222 1,058 1,058 Total $ 191,405 15,312 15,312 The following table provides additional information on the securities contributed and exchanged by each of Bruce W. Schnitzer and Richard W. Fisher (dollars and units in thousands): Name Converted Capital Account Balance of BCH Preferred A.1 Class S Ordinary Units Received BCG Class A Units Received Bruce W. Schnitzer $ 734 659 659 Richard W. Fisher 1,722 738 738 Total $ 2,456 1,396 1,396 | The following table provides additional information on the securities contributed and exchanged by each of BHI, Bruce W. Schnitzer and Hicks Holdings Operating, LLC (dollars and units in thousands): Name Converted Class S BCG BHI $ 177,195 14,176 14,176 Bruce W. Schnitzer 988 79 79 Hicks Holdings Operating, LLC 13,222 1,058 1,058 Total $ 191,405 15,313 15,313 The following table provides additional information on the securities contributed and exchanged by each of Bruce W. Schnitzer and Richard W. Fisher (dollars and units in thousands): Name Converted Class S BCG Bruce W. Schnitzer $ 734 659 659 Richard W. Fisher 1,722 738 738 Total $ 2,456 1,397 1,397 |
Investments, at Fair Value (Tab
Investments, at Fair Value (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Investments [Abstract] | ||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The composition of investments recorded at fair value by holder is included in the table below (in thousands): June 30, 2023 March 31, 2023 Ben Customer ExAlt Trusts Ben Customer ExAlt Trusts Alternative assets $ — $ 374,603 $ — $ 385,851 Public equity securities and option 1,690 5,023 4,742 8,087 Debt securities available-for-sale 656 80,532 620 76,278 Other equity securities — 26,786 — 21,643 Total investments, at fair value $ 2,346 $ 486,944 $ 5,362 $ 491,859 The Company’s financial assets and liabilities carried at fair value on a recurring basis, including the level in the fair value hierarchy, on June 30, 2023 and March 31, 2023 are presented below. As of June 30, 2023 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Public equity securities $ 5,051 $ — $ — $ 5,051 Put options 1,663 — — 1,663 Debt securities available-for-sale Corporate debt securities (L Bonds) — 78,007 — 78,007 Other debt securities — 998 2,183 3,181 Liabilities: Warrant liability 1,128 — — 1,128 Prepaid forward liability 92 — — 92 Derivative liability — — 2,095 2,095 As of March 31, 2023 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Public equity securities $ 8,837 $ — $ — $ 8,837 Put options 3,991 — — 3,991 Debt securities available-for-sale Corporate debt securities (L Bonds) — 73,822 — 73,822 Other debt securities — 998 2,078 3,076 Liabilities: Derivative liability — — 3,513 3,513 | The Company’s financial assets and liabilities carried at fair value on a recurring basis, including the level in the fair value hierarchy, on March 31, 2023 and March 31, 2022 are presented below. As of March 31, 2023 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Public equity securities $ 8,837 $ — $ — $ 8,837 Put options 3,991 — — 3,991 Debt securities available-for-sale Corporate debt securities (L Bonds) — 73,822 — 73,822 Other debt securities — 998 2,078 3,076 Liabilities: Derivative liability — — 3,513 3,513 As of March 31, 2022 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Public equity securities $ 69,769 $ — $ — $ 69,769 Debt securities available-for-sale Corporate debt securities (L Bonds) — 74,295 — 74,295 Other debt securities — 998 3,000 3,998 Liabilities: Derivative liability — — 8,108 8,108 |
Alternative Investments | Our portfolio of alternative asset investments, held by certain of the Customer ExAlt Trusts by asset class of each fund as of June 30, 2023 and March 31, 2023, is summarized below (in thousands): Alternative Investments Portfolio Summary June 30, 2023 March 31, 2023 Asset Class Carrying Value Unfunded Commitments Carrying Value Unfunded Commitments Venture Capital $ 164,097 $ 2,877 $ 165,933 $ 2,810 Private Equity 143,714 46,838 145,073 47,218 Natural Resources 27,832 4,567 27,756 5,240 Hedge Funds (1) 19,291 337 24,935 337 Private Real Estate 10,436 4,808 10,391 4,800 Other (2) 9,233 730 11,763 730 Total $ 374,603 $ 60,157 $ 385,851 $ 61,135 Certain prior year items have been reclassified to conform with current year presentation. (1) As of June 30, 2023, $10.8 million of the investments in this asset class are currently redeemable with no restrictions apart from the notice period. The redemption frequency ranges from weekly to quarterly and the redemption notice period ranges from 2 to 90 days. (2) “Other” includes earnouts, escrow, net other assets, and private debt strategies. | Our portfolio of alternative asset investments, held by certain of the Customer ExAlt Trusts by asset class of each fund as of March 31, 2023 and March 31, 2022, is summarized below (in thousands): Alternative Investments Portfolio Summary March 31, 2023 March 31, 2022 Asset Class Carrying Value Unfunded Carrying Value Unfunded Venture Capital $ 165,933 $ 2,810 $ 209,912 $ 3,035 Private Equity 145,073 47,218 199,280 55,269 Hedge Funds (1) 24,935 337 51,974 358 Natural Resources 27,756 5,240 31,736 4,994 Private Real Estate 10,391 4,800 15,757 4,802 Other (2) 11,763 730 16,268 635 Total $ 385,851 $ 61,135 $ 524,927 $ 69,093 Certain prior year items have been reclassified to conform with current year presentation. (1) As of March 31, 2023, $16.4 million of the investments in this asset class are currently redeemable with no restrictions apart from the notice period. The redemption frequency ranges from weekly to quarterly and the redemption notice period ranges from 2 to 90 days. (2) “Other” includes earnouts, escrow, net other assets, and private debt strategies. |
Debt Securities, Available-for-Sale | The amortized cost, estimated fair value, and unrealized gains and losses on investments in debt securities classified as available-for-sale June 30, 2023 (Dollars in thousands) Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Corporate debt securities (L Bonds) $ 64,313 $ 23,016 $ (9,322 ) $ 78,007 Other debt securities 2,685 1,452 (956 ) 3,181 Total available-for-sale $ 66,998 $ 24,468 $ (10,278 ) $ 81,188 March 31, 2023 (Dollars in thousands) Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Corporate debt securities (L Bonds) $ 64,313 $ 17,433 $ (7,924 ) $ 73,822 Other debt securities 2,685 1,347 (956 ) 3,076 Total available-for-sale $ 66,998 $ 18,780 $ (8,880 ) $ 76,898 The contractual maturities of available-for-sale June 30, 2023 March 31, 2023 (Dollars in thousands) Amortized Cost Basis Fair Value Amortized Cost Basis Fair Value Due in one year or less $ 66,000 $ 80,190 $ 66,000 $ 75,900 No fixed maturity 998 998 998 998 $ 66,998 $ 81,188 $ 66,998 $ 76,898 | The amortized cost, estimated fair value, and unrealized gains and losses on investments in debt securities classified as available-for-sale March 31, 2023 (Dollars in thousands) Amortized Cost Gross Unrealized Gross Unrealized Fair Value Corporate debt securities (L Bonds) $ 64,313 $ 17,433 $ (7,924 ) $ 73,822 Other debt securities 2,685 1,347 (956 ) 3,076 Total available-for-sale $ 66,998 $ 18,780 $ (8,880 ) $ 76,898 March 31, 2022 (Dollars in thousands) Amortized Cost Gross Unrealized Gross Unrealized Fair Value Corporate debt securities (L Bonds) $ 76,934 $ 132 $ (2,771 ) $ 74,295 Other debt securities 2,685 1,313 — 3,998 Total available-for-sale $ 79,619 $ 1,445 $ (2,771 ) $ 78,293 The contractual maturities of available-for-sale March 31, 2023 March 31, 2022 (Dollars in thousands) Amortized Cost Fair Value Amortized Cost Fair Value Due in one year or less $ 66,000 $ 75,900 $ 1,687 $ 3,000 Due in one to five years — — 76,934 74,295 No fixed maturity 998 998 998 998 $ 66,998 $ 76,898 $ 79,619 $ 78,293 |
Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value | The table below indicates the length of time individual debt securities have been in a continuous loss position as of June 30, 2023 and March 31, 2023: June 30, 2023 March 31, 2023 (Dollars in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate debt securities (L Bonds): Twelve months or longer $ 78,007 $ 9,322 $ 73,822 $ 7,924 Other debt securities: Less than twelve months — — 2,078 956 Twelve months or longer 2,183 956 — — Total available-for-sale $ 80,190 $ 10,278 $ 75,900 $ 8,880 | The table below indicates the length of time individual debt securities have been in a continuous loss position as of March 31, 2023 and March 31, 2022: March 31, 2023 March 31, 2022 (Dollars in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate debt securities (L Bonds): Less than twelve months $ — $ — $ 74,295 $ 2,771 Twelve months or longer 73,822 7,924 — — Other debt securities: Less than twelve months 2,078 956 — — Total available-for-sale $ 75,900 $ 8,880 $ 74,295 $ 2,771 |
Debt Securities, Available-for-Sale, Allowance for Credit Loss | The following table is a rollforward of credit-related OTTI recognized in earnings for the periods presented below: (Dollars in thousands) Three Months Ended June 30, 2023 2022 Balance, beginning of period $ 31,290 $ 18,669 Increase in OTTI amounts previously recognized — 12,608 Balance, end of period $ 31,290 $ 31,277 | The following table is a rollforward of credit-related OTTI recognized in earnings for the periods presented below: (Dollars in thousands) Year Ended Three Months Year Ended 2023 2022 2021 2020 Balance, beginning of period $ 18,669 $ 13,726 $ — $ — Credit related OTTI not previously recognized — — 13,726 — Increase in OTTI amounts previously recognized 12,621 4,943 — — Balance, end of period $ 31,290 $ 18,669 $ 13,726 $ — |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The composition of investments recorded at fair value by holder is included in the table below (in thousands): March 31, 2023 March 31, 2022 Ben Customer ExAlt Ben Customer ExAlt Alternative assets $ — $ 385,851 $ — $ 524,927 Public equity securities and option 4,742 8,087 13,625 56,144 Debt securities available-for-sale 620 76,278 624 77,669 Other equity securities — 21,643 — 1,181 Total investments, at fair value $ 5,362 $ 491,859 $ 14,249 $ 659,921 | |
Schedule of Reconciliation of Investment Income | A reconciliation of investment income (loss), net for each of the periods presented herein is included in the table below (in thousands): Year Ended Three Months Ended Year Ended 2023 2022 2021 2021 2020 (unaudited) (Loss) gain from change in NAV of alternative assets $ (54,010 ) $ (10,811 ) $ 2,091 $ 15,534 $ (17,558 ) Gain on repurchase options (see Note 6) — — — — 61,664 Gain on Collateral Swap (see Note 4) — — — — 88,514 Investment (loss) income, net $ (54,010 ) $ (10,811 ) $ 2,091 $ 15,534 $ 132,620 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The composition of investments recorded at fair value by holder is included in the table below (in thousands): June 30, 2023 March 31, 2023 Ben Customer ExAlt Trusts Ben Customer ExAlt Trusts Alternative assets $ — $ 374,603 $ — $ 385,851 Public equity securities and option 1,690 5,023 4,742 8,087 Debt securities available-for-sale 656 80,532 620 76,278 Other equity securities — 26,786 — 21,643 Total investments, at fair value $ 2,346 $ 486,944 $ 5,362 $ 491,859 The Company’s financial assets and liabilities carried at fair value on a recurring basis, including the level in the fair value hierarchy, on June 30, 2023 and March 31, 2023 are presented below. As of June 30, 2023 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Public equity securities $ 5,051 $ — $ — $ 5,051 Put options 1,663 — — 1,663 Debt securities available-for-sale Corporate debt securities (L Bonds) — 78,007 — 78,007 Other debt securities — 998 2,183 3,181 Liabilities: Warrant liability 1,128 — — 1,128 Prepaid forward liability 92 — — 92 Derivative liability — — 2,095 2,095 As of March 31, 2023 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Public equity securities $ 8,837 $ — $ — $ 8,837 Put options 3,991 — — 3,991 Debt securities available-for-sale Corporate debt securities (L Bonds) — 73,822 — 73,822 Other debt securities — 998 2,078 3,076 Liabilities: Derivative liability — — 3,513 3,513 | The Company’s financial assets and liabilities carried at fair value on a recurring basis, including the level in the fair value hierarchy, on March 31, 2023 and March 31, 2022 are presented below. As of March 31, 2023 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Public equity securities $ 8,837 $ — $ — $ 8,837 Put options 3,991 — — 3,991 Debt securities available-for-sale Corporate debt securities (L Bonds) — 73,822 — 73,822 Other debt securities — 998 2,078 3,076 Liabilities: Derivative liability — — 3,513 3,513 As of March 31, 2022 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Public equity securities $ 69,769 $ — $ — $ 69,769 Debt securities available-for-sale Corporate debt securities (L Bonds) — 74,295 — 74,295 Other debt securities — 998 3,000 3,998 Liabilities: Derivative liability — — 8,108 8,108 |
Schedule of Reconciliation of Gain (Loss) on Investments | A reconciliation of gain (loss) on financial instruments, net for each of the periods presented herein is included in the tables below (in thousands): Three Months Ended June 30, 2023 2022 Public equity securities: Related party equity securities $ (3,566 ) $ (14,805 ) Other public equity securities (220 ) (514 ) Put options (2,328 ) 1,764 Warrant liability 1,485 — Prepaid forward liability (92 ) — Derivative liability 1,418 (1,475 ) Other equity securities (158 ) 3,010 Gain (loss) on financial instruments, net $ (3,461 ) $ (12,020 ) | A reconciliation of gain (loss) on financial instruments, net for each of the periods presented herein is included in the tables below (in thousands): Year Ended Three Months Ended Year Ended 2023 2022 2021 2021 2020 (unaudited) Public equity securities Related party equity securities $ (63,536 ) $ (56,011 ) $ — $ 37,012 $ (22,913 ) Other public equity securities 523 — — — — Put options (3,460 ) — (2,180 ) (5,175 ) (7,757 ) Derivative liability 4,595 — — — — Other equity securities 10,457 — — — — Gain (loss) on financial instruments, net $ (51,421 ) $ (56,011 ) $ (2,180 ) $ 31,837 $ (30,670 ) |
Fair Value Measurement Inputs and Valuation Techniques | The following table provides quantitative information about the significant unobservable inputs used in the fair value measure of the Level 3 other debt securities (dollars in thousands): Fair Value Valuation Methodology Unobservable Inputs Range Weighted Average June 30, 2023 $ 2,183 Market Approach Enterprise value-to-revenue 0.2x - 18.9x 1.74x March 31, 2023 $ 2,078 Market Approach Enterprise value-to-revenue 0.2x - 18.9x 1.74x The following table provides quantitative information about the significant unobservable inputs used in the fair value measurement of the Level 3 derivative liability at inception and period end (dollars in thousands): Fair Value Valuation Methodology Unobservable Inputs Range of Targets June 30, 2023 $ 2,095 Discounted cash flow Alternative asset beta to equity markets 0.42 - 1.67 Alternative asset market discount rate 0.10 Distribution rate 0.03 - 0.06 Equity market risk premiums 0.07 Net asset value volatilities 0.09 - 0.84 Enhanced return discount rate 0.12 March 31, 2023 $ 3,513 Discounted cash flow Alternative asset beta to equity markets 0.42 - 1.67 Alternative asset market discount rate 0.10 Distribution rate 0.03 - 0.06 Equity market risk premiums 0.07 Net asset value volatilities 0.09 - 0.84 Enhanced return discount rate 0.12 | The following table provides quantitative information about the significant unobservable inputs used in the fair value measure of the Level 3 other debt securities (dollars in thousands): Fair Value Valuation Unobservable Inputs Range Weighted March 31, 2023 $2,078 Market Approach Enterprise value-to-revenue 0.2x – 18.9x 1.74x March 31, 2022 $3,000 Market Approach Enterprise value-to-revenue 0.2x – 18.9x 1.73x The following table provides quantitative information about the significant unobservable inputs used in the fair value measurement of the Level 3 derivative liability at period end (dollars in thousands): Fair Value Valuation Methodology Unobservable Inputs Range of Targets March 31, 2023 $3,513 Discounted cash flow Alternative asset beta to equity markets 0.42 – 1.67 Alternative asset market discount rate 0.10 Distribution rate 0.03 – 0.06 Equity market risk premiums 0.07 Net asset value volatilities 0.09 – 0.84 Enhanced return discount rate 0.12 March 31, 2022 $8,108 Discounted cash flow Alternative asset beta to equity markets 0.51 – 1.69 Alternative asset market discount rate 0.08 Distribution rate 0.03 – 0.07 Equity market risk premiums 0.08 Net asset value volatilities 0.09 – 0.38 Enhanced return discount rate 0.12 The following table provides information regarding the unobservable inputs utilized in determining the fair value of the non-recurring (Dollars in thousands) Level 3 Class Fair Value at Valuation Technique Unobservable Input Target Preferred A.0 $ 249,907 Interpolation Discount rate 28.26 % Preferred rate of return 6.00 % Preferred A.1 $ 961,801 Interpolation Discount rate 29.26 % Preferred rate of return 5.78 % Growth rate 4.00 % Preferred B.2 $ 358,515 Interpolation Discount rate 29.30 % Preferred rate of return 5.09 % Growth rate 4.00 % |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table reconciles the beginning and ending fair value of our Level 3 other debt securities: (Dollars in thousands) Three Months Ended June 30, 2023 2022 Beginning balance $ 2,078 $ 3,000 Gains (losses) recognized in accumulated other comprehensive income (loss) (1) 105 (52 ) Ending balance $ 2,183 $ 2,948 (1) Recorded in unrealized gain (loss) on available-for-sale | The following table reconciles the beginning and ending fair value of our Level 3 other debt securities: (Dollars in thousands) Year Ended Three Months Year Ended 2023 2022 2021 2020 Beginning balance $ 3,000 $ 3,000 $ 1,687 $ — Initial fair value of financial instrument — — — 1,687 Gains (losses) recognized in accumulated other comprehensive income (loss) (1) (922 ) — 1,313 — Ending balance $ 2,078 $ 3,000 $ 3,000 $ 1,687 (1) Recorded in unrealized gain (loss) on available-for-sale |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table reconciles the beginning and ending fair value of our Level 3 derivative liability: Three Months Ended June 30, 2023 2022 Beginning balance $ 3,513 $ 8,108 (Gains) losses recognized in earnings (1) (1,418 ) 1,475 Ending balance $ 2,095 $ 9,583 (1) Recorded in (Gain) loss on financial instruments, net. | The following table reconciles the beginning and ending fair value of our Level 3 derivative liability: Year Ended Three Months Beginning balance $ 8,108 $ — Initial fair value of financial instrument — 8,108 (Gains) losses recognized in earnings (1) (4,595 ) — Ending balance $ 3,513 $ 8,108 (1) Recorded in (gain) loss on financial instruments, net. The following table reconciles the beginning and ending fair value of our Level 3 repurchase options: Year Ended (Dollars in thousands) Beginning balance $ (61,664 ) Total gain in earnings 61,664 Ending balance $ — |
Fair Value Disclosure of Asset and Liability Not Measured at Fair Value | The carrying amounts and estimated fair values of the Company’s financial instruments not recorded at fair value as of June 30, 2023 and March 31, 2023, were as noted in the table below: As of June 30, 2023 (Dollars in thousands) Level in Fair Carrying Amount Estimated Fair Financial assets: Cash and cash equivalents 1 $ 3,057 $ 3,057 Restricted cash 1 821 821 Financial liabilities: Customer ExAlt Trusts loan payable, net 2 49,529 54,986 Debt due to related parties 2 100,072 96,558 Accounts payable and accrued expenses 1 93,413 93,413 As of March 31, 2023 (Dollars in thousands) Level in Fair Carrying Amount Estimated Fair Financial assets: Cash and cash equivalents 1 $ 8,726 $ 8,726 Restricted cash 1 819 819 Financial liabilities: Customer ExAlt Trusts loan payable, net 2 52,129 56,635 Debt due to related parties 2 99,314 96,465 Accounts payable and accrued expenses 1 65,724 65,724 | |
Schedule of Goodwill | The change in goodwill at each reporting unit was as follows: March 31, 2023 Impairment June 30, 2023 Ben Liquidity $ 1,725,880 $ (901,000 ) $ 824,880 Ben Custody 594,219 (195,305 ) 398,914 Ben Insurance 37,942 — 37,942 Ben Markets 9,885 — 9,885 Total Goodwill $ 2,367,926 $ (1,096,305 ) $ 1,271,621 |
Debt Due to Related Parties, _2
Debt Due to Related Parties, Net (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Schedule of Debt | As of June 30, 2023 and March 31, 2023, the Company’s debt due to related parties consisted of the following: (Dollars in thousands) June 30, 2023 March 31, 2023 First Lien Credit Agreement $ 21,866 $ 21,350 Second Lien Credit Agreement 75,063 73,291 Other borrowings 2,102 2,076 Unamortized debt premiums 1,041 2,597 Total debt due to related parties $ 100,072 $ 99,314 | As of March 31, 2023 and March 31, 2022, the Company’s debt due to related parties consisted of the following: (Dollars in thousands) March 31, March 31, First Lien Credit Agreement $ 21,350 $ 21,298 Second Lien Credit Agreement 73,291 73,120 Other borrowings 2,076 2,747 Unamortized debt premiums 2,597 8,752 Total debt due to related parties $ 99,314 $ 105,917 |
Schedule of Maturities of Long-Term Debt | Maturities of principal on the debt due to related parties, reflecting the amendments to such maturity dates as discussed in Note 19, Subsequent Events, for the next five fiscal years ending March 31 are as follows: (Dollars in thousands) Debt Due to Related Parties 2024 $ — 2025 23,968 2026 — 2027 — 2028 75,063 | Maturities of principal on the debt due to related parties for the next five fiscal years ending March 31 are as follows: (Dollars in thousands) Debt Due to 2023 $ — 2024 94,641 2025 2,076 2026 — 2027 — |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of Share-Based Payment Award, Valuation Assumptions | The table below summarizes the key inputs used in the valuation of the BMP Equity Units granted during each of the periods ended below: Range of Targets Unobservable Inputs Three months ended June 30, 2023 Three months ended June 30, 2022 Expected term in years 4 4 Discount rate 32.1 % 32.1 % Discount for lack of marketability 23.1 % 23.1 % Long-term growth rate (after discrete projection period) 2.5 % 2.5 % | The table below summarizes the key inputs used in the valuation of the BMP Equity Units granted during each of the periods ended below: Range of Targets Unobservable Inputs Year Ended Three Months Year Ended Year Ended Expected term in years 4 4 4 4 Discount rate 32.1 % 32.1 % 32.1 % 27.8 % Discount for lack of marketability 23.1 % 23.1 % 23.1 % 19.4 % Long-term growth rate (after discrete projection period) 2.5 % 2.5 % 2.5 % 2.5 % |
Share-Based Payment Arrangement, Activity | The following table summarizes the award activity, in units, for the BMP and Ben Equity Incentive Plans during the three months ended June 30, 2023: BMP RSU (units in thousands) Units Weighted Average Grant Date Fair Value per Unit Units Weighted Average Grant Date Fair Value per Unit Balance, March 31, 2023 438 $ 10.04 1,749 $ 10.00 Vested during the period (79 ) 9.70 (816 ) 10.00 Forfeited during the period — — (10 ) 10.00 Balance, June 30, 2023 359 $ 10.11 923 $ 10.00 | The following table summarizes the award activity, in units, for the BMP and Ben Equity Incentive Plans during the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020: BMP REU (units in thousands) Units Weighted Average Units Weighted Average Balance, December 31, 2019 180 $ 11.82 247 $ 12.50 Granted during the period 7,363 9.61 5,603 12.50 Vested during the period (5,037 ) 9.61 (3,354 ) 12.50 Forfeited during the period (380 ) 9.61 (303 ) 12.50 Balance, December 31, 2020 2,126 $ 9.61 2,193 $ 12.50 Granted during the period 216 10.67 216 12.50 Vested during the period (788 ) 9.67 (619 ) 12.50 Forfeited during the period (203 ) 9.69 (152 ) 12.50 Balance, December 31, 2021 1,351 $ 9.73 1,638 $ 12.50 Granted during the period 40 10.67 111 12.50 Vested during the period (195 ) 9.70 (195 ) 12.50 Forfeited during the period (78 ) 9.61 (51 ) 12.50 Balance, March 31, 2022 1,118 $ 9.78 1,503 $ 12.50 Granted during the period 35 10.67 510 12.50 Vested during the period (646 ) 9.73 (524 ) 12.50 Forfeited during the period (69 ) 10.00 (90 ) 12.50 Balance, March 31, 2023 438 $ 10.04 1,399 $ 12.50 |
Share-Based Payment Arrangement, Cost by Plan | The following table presents the components of share-based compensation expense, included in employee compensation and benefits, recognized in the consolidated statements of comprehensive income (loss) for the three months ended June 30, 2023 and 2022: Three Months Ended June 30, (dollars in thousands) 2023 2022 BMP equity units $ 675 $ 1,502 Restricted stock units 8,723 1,433 Preferred equity 286 572 Other (1) 17,317 — Total share-based compensation $ 27,001 $ 3,507 | The following table presents the components of share-based compensation expense, included in employee compensation and benefits, recognized in the consolidated statements of comprehensive income (loss) for the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020: Year Three Year Ended (dollars in thousands) 2023 2022 2021 2020 BMP equity units $ 4,297 $ 1,289 $ 7,390 $ 51,963 Restricted equity units 4,358 1,539 8,537 44,402 Preferred equity 1,430 — 7,226 11,443 Total share-based compensation $ 10,085 $ 2,828 $ 23,153 $ 107,808 |
Share-Based Payment Arrangement, Nonvested Award, Cost | The following table presents the share-based compensation expense expected to be recognized over the next five fiscal years ending March 31 for awards outstanding as of June 30, 2023: (dollars in thousands) BMP RSU Preferred Commissions Total 2024 $ 1,401 $ 3,733 $ 572 $ 543 $ 6,248 2025 662 2,269 — 18 2,949 2026 242 1,320 — 3 1,565 2027 14 16 — — 29 2028 — — — — — Total $ 2,319 $ 7,337 $ 572 $ 564 $ 10,792 | The following table presents the share-based compensation expense expected to be recognized over the next five fiscal years ending March 31 for awards outstanding, excluding the REU awards subject to the performance condition discussed above, as of March 31, 2023: (dollars in thousands) BMP REU Total 2024 $ 2,075 $ 2,503 $ 4,578 2025 662 736 1,398 2026 242 150 392 2027 14 — 14 2028 — — — Total $ 2,993 $ 3,389 $ 6,382 Weighted-average period to be recognized 1.61 1.46 |
Equity (Tables)
Equity (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Equity [Abstract] | ||
Schedule of Noncontrolling Interests | The following tables present a rollforward of the noncontrolling interests for the three months ended June 30, 2023 and 2022: Noncontrolling Interests (Dollars in thousands) Trusts Class S Ordinary Class S Preferred Preferred Series A.1 Preferred Series C Class A of CT Total Noncontrolling Interests Balance, March 31, 2023 $ (118,299 ) $ 52,560 $ 856 $ — $ 205,759 $ 1,337 $ 142,213 Net loss (13,866 ) (29,365 ) — (674 ) — (647 ) (44,552 ) Issuance of shares in connection with transactions closing post de-SPAC 133 — — — — — 133 Reclass of distributions payable to noncontrolling interest holder (329 ) — — — — — (329 ) Conversion of Class S Ordinary to Class A common — (3,884 ) — — — — (3,884 ) Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return — — — (6,942 ) — — (6,942 ) Reclass of BCH Preferred A.1 from temporary to permanent equity — — — 699,441 — — 699,441 Balance, June 30, 2023 $ (132,361 ) $ 19,311 $ 856 $ 691,825 $ 205,759 $ 690 $ 786,080 Noncontrolling Interests (Dollars in thousands) Trusts Class S Ordinary Class S Preferred Preferred Series C Class A of CT Total Noncontrolling Interests Balance, March 31, 2022 $ 982 $ 69,831 $ 1,316 $ 205,759 $ — $ 277,888 Net income (loss) (28,711 ) (6,043 ) — — 10 (34,744 ) Payment of employee payroll taxes on restricted equity units — (459 ) (460 ) — — (919 ) Noncash issuance of noncontrolling interest 299 — — — — 299 Distributions payable to noncontrolling interest holder (543 ) — — — — (543 ) Issuance of noncontrolling interest — — — — 2,430 2,430 Balance, June 30, 2022 $ (27,973 ) $ 63,329 $ 856 $ 205,759 $ 2,440 $ 244,411 | The following table presents a rollforward of the noncontrolling interests for the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020: Noncontrolling Interests Total (Dollars in thousands) Trusts Class S Class S FLP Preferred Class A Balance, December 31, 2019 (As Restated) $ 27,062 $ 85,448 $ 17 $ — $ — $ — $ 112,527 Net income (loss) 47,582 (6,920 ) (15 ) 2,398 — — 43,045 Noncontrolling interest reclass — 1,199 1,199 (2,398 ) — — — Noncash issuance of noncontrolling interest 5,978 — — — — — 5,978 Reclass of distributions payable to noncontrolling interest holder (737 ) — — — — — (737 ) Cash contribution for BCH Preferred Series C Unit Accounts — — — — 130,200 — 130,200 Noncash issuance of BCH Preferred Series C Unit Accounts — — — — 313 — 313 Promissory note forgiveness exchange for BCH Preferred Series C Unit Accounts — (915 ) — — 71,200 — 70,285 Adjustment for change in ownership interest — (567 ) — — 3,800 — 3,233 Balance, December 31, 2020 79,885 78,245 1,201 — 205,513 — 364,844 Net income (loss) (30,513 ) (4,811 ) (30 ) 1,503 — — (33,851 ) Noncontrolling interest reclass — 740 740 (1,480 ) — — — Payment of employee payroll taxes on restricted equity units — (595 ) (595 ) — — — (1,190 ) Noncash issuance of noncontrolling interest 9,189 — — — — — 9,189 Reclass of distributions payable to noncontrolling interest holder (1,539 ) — — — — — (1,539 ) Cash contribution for BCH Preferred Series C Unit Accounts — — — — 14,800 — 14,800 Noncash issuance of BCH Preferred Series C Unit Accounts — — — — 246 — 246 Redemption of BCH Preferred Series C Unit Accounts — — — — (14,800 ) — (14,800 ) Reclass of allocated income for FLP Subclass 3 to payable — — — (23 ) — — (23 ) Balance, December 31, 2021 57,022 73,579 1,316 — 205,759 — 337,676 Net loss (55,229 ) (3,748 ) — — — — (58,977 ) Reclass of distributions payable to noncontrolling interest holder (811 ) — — — — — (811 ) Balance, March 31, 2022 982 69,831 1,316 — 205,759 — 277,888 Net income (loss) (117,861 ) (16,987 ) — 3,166 — (962 ) (132,644 ) Noncontrolling interest reclass — 1,116 1,117 (2,233 ) — — — Payment of employee payroll taxes on restricted equity units — (459 ) (460 ) — — — (919 ) Distribution to noncontrolling interest — — — — — (131 ) (131 ) Noncash issuance of noncontrolling interest 299 — — — — — 299 Reclass of distributions payable to noncontrolling interest holder (1,719 ) — — — — — (1,719 ) Reclass of allocated income for FLP Subclass 3 to payable — — — (933 ) — — (933 ) Issuance of noncontrolling interest — — — — — 2,430 2,430 Annual reallocation of FLP — (941 ) (1,116 ) — — — (2,057 ) Balance, March 31, 2023 $ (118,299 ) $ 52,560 $ 857 $ — $ 205,759 $ 1,337 $ 142,214 |
Redeemable Noncontrolling Interest | The following table presents a rollforward of the redeemable noncontrolling interests for the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020: Redeemable Noncontrolling Total (Dollars in thousands) Preferred Preferred Balance, December 31, 2019 (As Restated) $ — $ 1,588,604 $ 1,588,604 Net income (loss) — (35,877 ) (35,877 ) Tax distribution to noncontrolling interest — (5,592 ) (5,592 ) Balance, December 31, 2020 — 1,547,135 1,547,135 Net income (loss) 1,264 (9,532 ) (8,268 ) Deemed dividend upon issuance for GAAP to tax basis true-up — (9,247 ) (9,247 ) Exchange of BCH Preferred Series A.1 Unit Accounts for BCG Preferred Series B.2 Unit Accounts — (312,312 ) (312,312 ) Exchange of BCH Preferred Series A.1 Unit Accounts for BCH Preferred Series A.0 Unit Accounts 251,652 (251,652 ) — Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return — (2,239 ) (2,239 ) Put option liability on grant of BCH Preferred A.1 Unit Accounts — (3,793 ) (3,793 ) BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual (1,264 ) — (1,264 ) Deemed dividend for extinguishment of redeemable noncontrolling interest and preferred equity (1,745 ) (12,455 ) (14,200 ) Balance, December 31, 2021 249,907 945,905 1,195,812 Net income (loss) 3,788 (1,290 ) 2,498 Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return — (8,424 ) (8,424 ) BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual (3,788 ) — (3,788 ) Balance, March 31, 2022 249,907 936,191 1,186,098 Net income (loss) 15,822 (4,298 ) 11,524 Deemed dividend upon issuance for U. S. GAAP to tax basis true-up — (314 ) (314 ) Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return — (37,133 ) (37,133 ) Transfer from BCH Preferred Series A.1 Unit Accounts to BCH Preferred Series A.0 Unit Accounts 1,144 (1,144 ) — BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual (15,822 ) — (15,822 ) Balance, March 31, 2023 $ 251,051 $ 893,302 $ 1,144,353 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Fixed assets are included in other assets in the consolidated statements of financial condition and consist of the following: (Dollars in thousands) March 31, March 31, Computer hardware and software $ 9,899 $ 7,506 Land — 750 Buildings 188 265 Furniture, fixtures, and equipment 139 133 Leasehold improvements 109 109 Other 73 73 Fixed assets, gross 10,408 8,836 Accumulated depreciation and amortization (6,551 ) (3,271 ) Internal use software in process 487 1,771 Fixed assets, net $ 4,344 $ 7,336 |
Net Loss per Unit (Tables)
Net Loss per Unit (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted net income (loss) attributable to Beneficient. per common share for the three months ended June 30, 2023 and 2022, are as follows: (Dollars in thousands) Three Months Ended June 30, 2023 2022 Net loss $ (1,155,970 ) $ (86,348 ) Less: Net income (loss) attributable to noncontrolling interests 44,552 36,247 Less: Noncontrolling interest guaranteed payment (4,105 ) (3,868 ) Net loss attributable to Beneficient common shareholders $ (1,115,523 ) $ (53,969 ) Net loss attributable to Class A common shareholders (1,013,454 ) (48,786 ) Net loss attributable to Class B common shareholders (102,069 ) (5,183 ) Weighted average of common shares outstanding - basic and diluted Class A 184,160,036 180,178,268 Class B 19,140,451 19,140,451 Net loss attributable to Beneficient per common share—Basic and Diluted Class A $ (5.50 ) $ (0.27 ) Class B $ (5.33 ) $ (0.27 ) | Basic and diluted net loss attributable to The Beneficient Company Group L.P. per common unit for the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020, are as follows: (Dollars in thousands) Year Ended Three Months Year Ended 2023 2022 2021 2020 Net loss $ (252,100 ) $ (100,906 ) $ (105,133 ) $ (50,872 ) Less: Net income (loss) attributable to noncontrolling interests 136,942 60,267 43,383 (7,168 ) Less: Noncontrolling interest guaranteed payment (15,822 ) (3,788 ) (1,264 ) — Net loss attributable to The Beneficient Company Group, L.P. (130,980 ) (44,427 ) (63,014 ) (58,040 ) Less: Noncash deemed contribution on extinguishment of redeemable noncontrolling interest — — 14,200 — Less: Noncash deemed dividend on extinguishment of preferred equity interests of noncontrolling interest holders — — (46,202 ) — Net loss attributable to The Beneficient Company Group, L.P. common unitholders $ (130,980 ) $ (44,427 ) $ (95,016 ) $ (58,040 ) Weighted average of common units outstanding—basic and diluted 67,486,168 67,486,168 51,534,365 45,807,648 Net loss attributable to The Beneficient Company Group, L.P. per common unit—Basic and Diluted $ (1.94 ) $ (0.66 ) $ (1.84 ) $ (1.27 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | In computing diluted net loss per unit, we considered potentially dilutive units. Anti-dilutive units not recognized in the diluted net loss per unit calculation for the three months ended June 30, 2023 and 2022, were as follows: Shares Three Months Ended June 30, 2023 2022 Class S Ordinary 5,511,967 5,834,296 Class S Preferred 48,403 86,606 Preferred Series A Subclass 0 32,060,425 19,795,627 Preferred Series A Subclass 1 112,360,624 63,880,240 Preferred Series C Subclass 1 44,040,761 16,068,912 Restricted Stock Units 7,966,488 8,419,978 Warrants 29,696,875 — Total anti-dilutive shares 231,685,543 114,085,659 | In computing diluted net loss per unit, we considered potentially dilutive units. Anti-dilutive units not recognized in the diluted net loss per unit calculation for the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020, were as follows: Units Year Ended Three Months Year Ended 2023 2022 2021 2020 Class S Ordinary 5,835,822 5,834,296 5,811,251 5,720,627 Class S Preferred 93,678 88,606 72,126 15,288 Preferred Series A Subclass 0 19,795,997 19,706,509 1,664,303 — Preferred Series A Subclass 1 78,972,518 79,711,972 121,956,222 127,088,320 Preferred Series C 16,068,912 16,068,912 16,340,086 4,845,358 Restricted Equity Units 6,832,280 6,250,572 6,191,271 5,569,576 Total anti-dilutive units 127,599,207 127,660,867 152,035,259 143,239,169 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) for the three months ended June 30, 2023 and 2022, were as follows: (Dollars in thousands) Three Months Ended June 30, 2023 2022 Deferred expense Federal $ — $ 397 Income tax expense (benefit) $ — $ 397 | The components of income tax expense (benefit) for the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020, were as follows: (Dollars in thousands) Year Ended Three Months Year Ended Year Ended Deferred expense Federal $ (1,072 ) $ 1,072 $ — $ 3,459 Income tax expense (benefit) $ (1,072 ) $ 1,072 $ — $ 3,459 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation between the Federal statutory income tax rate of 21% to the effective income tax rate for the year ended March 31, 2023, the three months ended March 31, 2022, and the years ended December 31, 2021 and 2020, respectively, are shown below: (Dollars in thousands) Year Three Year Ended Year Ended Expected statutory income tax benefit $ (51,011 ) $ (9,381 ) $ (20,403 ) $ (19,949 ) Amounts attributable to non-taxable 41,240 5,279 19,413 19,030 Amounts not deductible for income tax 505 11 (776 ) 1,368 Change in valuation allowance 8,194 5,163 1,766 3,010 Income tax expense (benefit) $ (1,072 ) $ 1,072 $ — $ 3,459 | |
Schedule of Deferred Tax Assets and Liabilities | The components of gross deferred tax assets and gross deferred tax liabilities as of March 31, 2023 and March 31, 2022, are as follows (included in other assets): (Dollars in thousands) March 31, March 31, Deferred income tax assets: Passthrough differences—temporary $ 17,142 $ 8,948 Net operating loss 991 991 Non-current 18,133 9,939 Deferred income tax liabilities: Other — (1,072 ) Non-current — (1,072 ) Less: valuation allowance 18,133 9,939 Total deferred income tax liability $ — $ (1,072 ) |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of Variable Interest Entities | The consolidated statements of financial condition includes the following amounts from these consolidated VIEs as of the dates presented: (Dollars in thousands) June 30, 2023 March 31, 2023 Assets: Cash and cash equivalents $ 1,662 $ 3,259 Restricted cash 821 819 Investments, at fair value 486,944 491,859 Other assets 5,412 5,891 Total Assets of VIEs $ 494,839 $ 501,828 Liabilities: Accounts payable and accrued expense $ 2,458 $ 1,945 Other liabilities 108 132 Customer ExAlt Trusts loan payable, net 49,529 52,129 Total Liabilities of VIEs $ 52,095 $ 54,206 Equity: Treasury stock $ (3,444 ) $ (3,444 ) Noncontrolling interests (132,361 ) (118,299 ) Accumulated other comprehensive income (loss) 14,190 9,900 Total Equity of VIEs $ (121,615 ) $ (111,843 ) The consolidated statements of comprehensive income (loss) for the periods presented includes the following amounts from these consolidated VIEs. Three Months Ended (Dollars in thousands) 2023 2022 Revenues Investment income (loss), net $ 500 $ (25,117 ) Loss on financial instruments, net (1,803 ) (10,785 ) Interest and dividend income 8 4 Total revenues (1,295 ) (35,898 ) Operating expenses Interest expense 1,874 2,329 Provision for credit losses — 12,607 Professional services 1,261 582 Other expenses 357 600 Total operating expenses 3,492 16,118 Net income (loss) $ (4,787 ) $ (52,016 ) Net income (loss) attributable to noncontrolling interests $ (13,866 ) $ (28,711 ) | The consolidated statements of financial condition includes the following amounts from these consolidated VIEs as of the dates presented: (Dollars in thousands) March 31, 2023 March 31, 2022 Assets: Cash and cash equivalents $ 3,259 $ 10,024 Restricted cash 819 5,517 Investments, at fair value 491,859 659,921 Other assets 5,891 3,361 Total Assets of VIEs $ 501,828 $ 678,823 Liabilities: Accounts payable and accrued expense $ 1,945 $ 5,350 Other liabilities 132 479 Customer ExAlt Trusts loan payable, net 52,129 65,674 Total Liabilities of VIEs $ 54,206 $ 71,503 Equity: Treasury stock $ (3,444 ) $ (3,444 ) Noncontrolling interests (118,299 ) 982 Accumulated other comprehensive income (loss) 9,900 (1,326 ) Total Equity of VIEs $ (111,843 ) $ (3,788 ) The consolidated statements of comprehensive income (loss) for the periods presented include the following amounts from these consolidated VIEs. (Dollars in thousands) Year Ended Three Year Ended Year Ended Revenues Investment income (loss), net $ (54,010 ) $ (10,811 ) $ 15,534 $ 132,620 (Gain) loss on financial instruments, net (35,085 ) (44,661 ) 29,512 (15,838 ) Interest income 54 — 7,110 1,798 Total revenues (89,041 ) (55,472 ) 52,156 118,580 Operating expenses Interest expense 8,956 1,046 — 4,675 Provision for credit losses 13,843 4,774 14,319 — Professional services 5,032 — 350 — Other expenses 1,905 1,860 695 502 Total operating expenses 29,736 7,680 15,364 5,177 Net income (loss) $ (118,777 ) $ (63,152 ) $ 36,792 $ 113,403 Net income (loss) attributable to noncontrolling interests $ (117,861 ) $ (55,229 ) $ (30,513 ) $ 47,582 |
Other Assets and Other Liabil_2
Other Assets and Other Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Assets | The following table details the components of other assets: (Dollars in thousands) March 31, March 31, Related party receivables $ 17,795 $ 8,877 Allowance for related party receivables (15,600 ) (8,877 ) Deferred costs of equity offering 7,778 1,310 Distribution receivables 5,891 2,010 Promissory Note receivable 5,104 4,513 Fixed assets (Note 7) 4,344 7,336 Insurance reimbursable receivable 3,211 — Prepaid expenses 2,329 2,345 Other assets 2,051 2,369 Total Other assets, net $ 32,903 $ 19,883 Certain prior year amounts have been reclassified to conform to current year presentation. |
Other Liabilities | The following table details the components of other liabilities: (Dollars in thousands) March 31, March 31, Interest commitments $ 13,499 $ 9,879 Deferred tax liability (Note 15) — 1,072 Other 1,123 1,408 Total Other liabilities $ 14,622 $ 12,359 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Segment Reporting [Abstract] | ||
Schedule of Segment Reporting Information, by Segment | The following tables include the results of each of the Company’s reportable segments reconciled to the consolidated financial statements (in thousands): Three Months Ended June 30, 2023 Ben Ben Customer Corporate & Other Consolidating Total External revenues Investment income, net $ — $ — $ 500 $ — $ — $ 500 Loss on financial instruments, net — — (1,803 ) (1,658 ) — (3,461 ) Interest and dividend income — — 8 108 — 116 Trust services and administration revenues — 8 — 94 — 102 Intersegment revenues Interest income 12,007 — — — (12,007 ) — Trust services and administration revenues — 6,568 — — (6,568 ) — Total revenues 12,007 6,576 (1,295 ) (1,456 ) (18,575 ) (2,743 ) External expenses Employee compensation and benefits 2,493 560 — 32,770 — 35,823 Interest expense 758 — 1,874 1,152 — 3,784 Professional services 633 501 1,261 7,978 — 10,373 Loss on impairment of goodwill 901,000 195,305 — — — 1,096,305 Other expenses 654 207 356 5,725 — 6,942 Intersegment expenses Interest expense — — 29,780 — (29,780 ) — Provision for credit losses 9,495 — — — (9,495 ) — Other expenses — — 3,844 — (3,844 ) — Total expenses 915,033 196,573 37,115 47,625 (43,119 ) 1,153,227 Operating income (loss) $ (903,026 ) $ (189,997 ) $ (38,410 ) $ (49,081 ) $ 24,544 $ (1,155,970 ) Three Months Ended June 30, 2022 Ben Ben Customer Corporate & Other Consolidating Total External revenues Investment loss, net $ — $ — $ (25,117 ) $ — $ — $ (25,117 ) Loss on financial instruments, net — — (10,784 ) (1,236 ) — (12,020 ) Interest and dividend income — — 4 81 — 85 Trust services and administration revenues — 8 — — 8 Intersegment revenues Interest income 14,311 — — — (14,311 ) — Trust services and administration revenues — 7,282 — — (7,282 ) — Total revenues 14,311 7,290 (35,897 ) (1,155 ) (21,593 ) (37,044 ) External expenses Employee compensation and benefits 2,204 459 — 8,902 — 11,565 Interest expense 634 — 2,329 656 — 3,619 Professional services 693 505 582 6,077 — 7,857 Provision for credit losses — — 12,607 6,183 — 18,790 Other expenses 531 163 600 5,782 — 7,076 Intersegment expenses Interest expense — — 23,691 — (23,691 ) — Provision for loan losses 43,102 — — — (43,102 ) — Other expenses — — 4,466 — (4,466 ) — Total expenses 47,164 1,127 44,275 27,600 (71,259 ) 48,907 Operating income (loss) $ (32,853 ) $ 6,163 $ (80,172 ) $ (28,755 ) $ 49,666 $ (85,951 ) As of June 30, 2023 Ben Ben Customer Corporate & Other Consolidating Total Loans to Customer ExAlt Trusts, net $ 304,167 $ — $ — $ — $ (304,167 ) $ — Investments, at fair value — — 486,944 2,346 — 489,290 Other assets 6,275 49,631 8,378 16,807 (49,239 ) 31,852 Goodwill and intangible assets, net 824,880 398,914 — 50,927 — 1,274,721 Total Assets $ 1,135,322 $ 448,545 $ 495,322 $ 70,080 $ (353,406 ) $ 1,795,863 As of March 31, 2023 Ben Ben Customer Corporate & Consolidating Total Loans to Customer ExAlt Trusts, net $ 376,253 $ — $ — $ — $ (376,253 ) $ — Investments, at fair value — — 491,859 5,362 — 497,221 Other assets 9,447 47,466 10,447 21,849 (46,761 ) 42,448 Goodwill and intangible assets, net 1,725,880 594,219 — 50,927 — 2,371,026 Total Assets $ 2,111,580 $ 641,685 $ 502,306 $ 78,138 $ (423,014 ) $ 2,910,695 | The following tables include the results of each of the Company’s reportable segments reconciled to the consolidated financial statements (in thousands): Year Ended March 31, 2023 Ben Liquidity Ben Custody Customer Corporate & Consolidating Total External revenues Investment loss, net $ — $ — $ (54,010 ) $ — $ — $ (54,010 ) Loss on financial instruments, net — — (35,085 ) (16,336 ) — (51,421 ) Interest income — — 54 358 — 412 Trust services and administration revenues — 30 — — — 30 Other income — — — 86 — 86 Intersegment revenues Interest income 50,819 — — — (50,819 ) — Trust services and administration revenues — 29,012 — — (29,012 ) — Total revenues 50,819 29,042 (89,041 ) (15,892 ) (79,831 ) (104,903 ) External expenses Employee compensation and benefits 8,527 2,219 — 34,781 — 45,527 Interest expense 2,893 — 8,957 3,621 — 15,471 Professional services 2,849 2,018 5,033 28,522 — 38,422 Provision for credit losses — — 13,843 6,737 — 20,580 Other expenses 2,313 759 1,905 23,292 — 28,269 Intersegment expenses Interest expense — — 110,905 — (110,905 ) — Provision for loan losses 80,749 — — — (80,749 ) — Other expenses — — 18,354 — (18,354 ) — Total expenses 97,331 4,996 158,997 96,953 (210,008 ) 148,269 Operating income (loss) $ (46,512 ) $ 24,046 $ (248,038 ) $ (112,845 ) $ 130,177 $ (253,172 ) As of March 31, 2023 Ben Liquidity Ben Customer Corporate & Consolidating Total Loans to Customer ExAlt Trusts, net $ 376,253 $ — $ — $ — $ (376,253 ) $ — Investments, at fair value — — 491,859 5,362 — 497,221 Other assets 9,447 47,466 10,447 21,849 (46,761 ) 42,448 Goodwill and intangible assets, net 1,725,880 594,219 — 50,927 — 2,371,026 Total Assets $ 2,111,580 $ 641,685 $ 502,306 $ 78,138 $ (423,014 ) $ 2,910,695 Three Months Ended March 31, 2022 Ben Liquidity Ben Custody Customer Corporate & Consolidating Total External revenues Investment loss, net $ — $ — $ (10,811 ) $ — $ — (10,811 ) Loss on financial instruments, net — — (44,661 ) (11,350 ) — (56,011 ) Interest income — — — 73 — 73 Trust services and administration revenues 121 8 — — — 129 Other income — — — 2 — 2 Intersegment revenues Interest income 17,790 — — — (17,790 ) — Trust services and administration revenues — 8,408 — — (8,408 ) — Total revenues 17,911 8,416 (55,472 ) (11,275 ) (26,198 ) (66,618 ) External expenses Employee compensation and benefits 2,200 517 — 7,408 — 10,125 Interest expense 538 — 1,046 526 — 2,110 Professional services 915 446 — 4,088 — 5,449 Provision for credit losses — — 4,774 4,609 — 9,383 Other expenses 436 152 1,860 3,701 — 6,149 Intersegment expenses Interest expense — — 24,694 — (24,694 ) — Provision for loan losses 34,121 — — — (34,121 ) — Other expenses — — 5,767 — (5,767 ) — Total expenses 38,210 1,115 38,141 20,332 (64,582 ) 33,216 Operating income (loss) $ (20,299 ) $ 7,301 $ (93,613 ) $ (31,607 ) $ 38,384 $ (99,834 ) Certain prior year items have been reclassified to conform with current year presentation. As of March 31, 2022 Ben Liquidity Ben Custody Customer Corporate & Consolidating Total Loans to Customer ExAlt Trusts, net $ 418,793 $ — $ — $ — $ (418,793 ) $ — Investments, at fair value — — 659,921 14,249 — 674,170 Other assets 31,563 46,933 20,106 43,670 (46,284 ) 95,988 Goodwill and intangible assets, net — — — 2,370,850 — 2,370,850 Total Assets $ 450,356 $ 46,933 $ 680,027 $ 2,428,769 $ (465,077 ) $ 3,141,008 Year Ended December 31, 2021 Ben Liquidity Ben Custody Customer Corporate & Consolidating Total External revenues Investment income, net $ — $ — $ 15,534 $ — $ — 15,534 Gain on financial instruments, net — — 29,512 2,325 — 31,837 Interest income — — 7,110 288 — 7,398 Trust services and administration revenues 510 30 — — — 540 Other income — — — 2 — 2 Intersegment revenues Interest income 55,929 — — — (55,929 ) — Trust services and administration revenues — 20,258 — — (20,258 ) — Total revenues 56,439 20,288 52,156 2,615 (76,187 ) 55,311 External expenses Employee compensation and benefits 8,328 2,031 — 38,164 — 48,523 Interest expense 12,812 — — 14,645 — 27,457 Professional services 3,100 1,552 350 12,799 — 17,801 Provision for credit losses — — 14,318 4,437 — 18,755 Other expenses 2,127 512 695 10,561 — 13,895 Intersegment expenses Interest expense — — 70,963 — (70,963 ) — Provision for loan losses 8,881 — — — (8,881 ) — Other expenses — — 12,180 — (12,180 ) — Total expenses 35,248 4,095 98,506 80,606 (92,024 ) 126,431 Operating income (loss) $ 21,191 $ 16,193 $ (46,350 ) $ (77,991 ) $ 15,837 $ (71,120 ) Certain prior year items have been reclassified to conform with current year presentation. Year Ended December 31, 2020 Ben Liquidity Ben Custody Customer Corporate & Consolidating Total External revenues Investment income, net $ — $ — $ 132,620 $ — $ — 132,620 Loss on financial instruments, net — — (15,838 ) (14,832 ) — (30,670 ) Interest income — — 1,819 285 (22 ) 2,082 Trust services and administration revenues — 30 — — — 30 Other income — — — 36,267 — 36,267 Intersegment revenues Interest income 51,819 — — — (51,819 ) — Trust services and administration revenues — 19,379 — — (19,379 ) — Total revenues 51,819 19,409 118,601 21,720 (71,220 ) 140,329 External expenses Employee compensation and benefits 6,216 1,915 — 120,451 — 128,582 Interest expense 11,496 — 4,675 16,380 — 32,551 Professional services 3,656 1,190 — 14,199 — 19,045 Other expenses (165 ) 382 502 6,845 — 7,564 Intersegment expenses Interest expense — — 63,463 — (63,463 ) — Provision for loan losses 5,378 — — — (5,378 ) — Other expenses — — 12,177 — (12,177 ) — Total expenses 26,581 3,487 80,817 157,875 (81,018 ) 187,742 Operating income (loss) $ 25,238 $ 15,922 $ 37,784 $ (136,155 ) $ 9,798 $ (47,413 ) |
Risks and Uncertainties (Tables
Risks and Uncertainties (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Risks and Uncertainties [Abstract] | ||
Schedules of Concentration of Risk, by Risk Factor | The portfolio of alternative assets covers the following industry sectors and geographic regions for the periods shown below (dollar amounts in thousands): June 30, 2023 March 31, 2023 Industry Sector Value Percent of Value Percent of Software and services $ 54,169 14.5 % $ 54,944 14.2 % Diversified financials 46,509 12.4 52,544 13.6 Food and staples retailing 38,195 10.2 38,210 9.9 Utilities 28,224 7.5 28,043 7.3 Capital goods 27,229 7.3 27,707 7.2 Energy 27,076 7.2 26,721 6.9 Health care equipment and services 22,807 6.1 23,626 6.1 Other (1) 130,394 34.8 134,056 34.8 Total $ 374,603 100.0 % $ 385,851 100.0 % (1) Industries in this category each comprise less than 5 percent. June 30, 2023 March 31, 2023 Geography Value Percent of Value Percent of North America $ 233,105 62.2 % $ 239,951 62.2 % Asia 58,356 15.6 62,016 16.1 South America 41,194 11.0 41,423 10.7 Europe 39,032 10.4 38,874 10.1 Africa 2,916 0.8 3,587 0.9 Total $ 374,603 100.0 % $ 385,851 100.0 % | The portfolio of alternative assets covers the following industry sectors and geographic regions for the periods shown below (dollar amounts in thousands): March 31, 2023 March 31, 2022 Industry Sector Value Percent of Value Percent of Software and services $ 54,944 14.2 % $ 91,507 17.4 % Diversified financials 52,544 13.6 88,418 16.8 Food and staples retailing 38,210 9.9 33,817 6.4 Utilities 28,043 7.3 29,865 5.7 Health care equipment and services 23,626 6.1 28,361 5.4 Energy 26,721 6.9 29,238 5.6 Capital goods 27,707 7.2 32,049 6.1 Telecommunication services 5,634 1.5 28,910 5.5 Other (1) 128,422 33.3 162,762 31.1 Total $ 385,851 100.0 % $ 524,927 100.0 % Certain prior year items have been reclassified to conform with current year presentation. (1) Industries in this category each comprise less than 5 percent. Telecommunication Services is shown separately as it comprised greater than 5 percent in the prior period. March 31, 2023 March 31, 2022 Geography Value Percent of Value Percent of North America $ 239,951 62.2 % $ 326,039 62.1 % Asia 62,016 16.1 88,183 16.8 Europe 38,874 10.1 66,790 12.7 South America 41,423 10.7 39,406 7.5 Africa 3,587 0.9 4,509 0.9 Total $ 385,851 100.0 % $ 524,927 100.0 % |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Offsetting [Abstract] | ||
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated statements of financial condition and that are shown in the consolidated statements of cash flows: June 30, 2023 March 31, 2023 Cash and cash equivalents $ 3,057 $ 8,726 Restricted cash 821 819 Total cash, cash equivalents and restricted cash $ 3,878 $ 9,545 | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated statements of financial condition and that are shown in the consolidated statements of cash flows: March 31, 2023 March 31, 2022 Cash and cash equivalents $ 8,726 $ 70,588 Restricted cash 819 5,517 Total cash, cash equivalents and restricted cash $ 9,545 $ 76,105 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Subsequent Events [Abstract] | ||
Additional Equity Securities Information | The following table provides additional information on the securities contributed and exchanged by each of BHI, Bruce W. Schnitzer and Hicks Holdings Operating, LLC (dollars and units in thousands): Name Converted Capital Account Balance of BCH Preferred A.1 Class S Ordinary Units Received BCG Class B Units Received BHI $ 177,195 14,176 14,176 Bruce W. Schnitzer 988 79 79 Hicks Holdings Operating, LLC 13,222 1,058 1,058 Total $ 191,405 15,312 15,312 The following table provides additional information on the securities contributed and exchanged by each of Bruce W. Schnitzer and Richard W. Fisher (dollars and units in thousands): Name Converted Capital Account Balance of BCH Preferred A.1 Class S Ordinary Units Received BCG Class A Units Received Bruce W. Schnitzer $ 734 659 659 Richard W. Fisher 1,722 738 738 Total $ 2,456 1,396 1,396 | The following table provides additional information on the securities contributed and exchanged by each of BHI, Bruce W. Schnitzer and Hicks Holdings Operating, LLC (dollars and units in thousands): Name Converted Class S BCG BHI $ 177,195 14,176 14,176 Bruce W. Schnitzer 988 79 79 Hicks Holdings Operating, LLC 13,222 1,058 1,058 Total $ 191,405 15,313 15,313 The following table provides additional information on the securities contributed and exchanged by each of Bruce W. Schnitzer and Richard W. Fisher (dollars and units in thousands): Name Converted Class S BCG Bruce W. Schnitzer $ 734 659 659 Richard W. Fisher 1,722 738 738 Total $ 2,456 1,397 1,397 |
Overview of the Business (Detai
Overview of the Business (Details) | 3 Months Ended | 12 Months Ended | ||||||||||||||
Jun. 07, 2023 USD ($) | Jun. 05, 2023 USD ($) | Mar. 28, 2022 USD ($) | Dec. 07, 2021 $ / shares | Dec. 06, 2021 $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 31, 2023 USD ($) | Jun. 27, 2023 USD ($) | May 31, 2023 USD ($) | ||
Business Acquisition [Line Items] | ||||||||||||||||
Charitable contribution percentage | (2.5) | (2.5) | ||||||||||||||
Portion allocated to noncontrolling interest holders (in dollars per share) | $ / shares | $ 0.025 | $ 0.05 | ||||||||||||||
Portion allocated to lender (in dollars per share) | $ / shares | $ 1 | $ 0.95 | ||||||||||||||
Cash and cash equivalents | $ 3,057,000 | $ 70,588,000 | $ 8,726,000 | [1] | ||||||||||||
Net loss | (1,155,970,000) | $ (86,348,000) | $ (100,906,000) | $ (22,964,000) | $ (252,100,000) | $ (105,133,000) | $ (50,872,000) | |||||||||
Aggregate amount received | $ 192,800,000 | |||||||||||||||
Net proceeds | $ 1,800,000 | |||||||||||||||
Avalon | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash and cash equivalents | 27,900,000 | |||||||||||||||
Transaction expense | 26,100,000 | |||||||||||||||
MHT Securities, L.P. | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Consideration transferred | $ 300,000 | |||||||||||||||
Maximum | Ben Markets | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Stockholders equity | 30,000,000 | |||||||||||||||
Maximum | Standby Equity Purchase Agreement | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Standby Equity Purchase Agreement, sale of stock | $ 250,000,000 | |||||||||||||||
Minimum | Ben Markets | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Stockholders equity | $ 5,000,000 | |||||||||||||||
Subsequent Event | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash and cash equivalents | $ 4,400,000 | $ 3,500,000 | ||||||||||||||
Net proceeds | 1,800,000 | |||||||||||||||
Subsequent Event | Avalon | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash and cash equivalents | 27,900,000 | |||||||||||||||
Subsequent Event | Maximum | Standby Equity Purchase Agreement | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Standby Equity Purchase Agreement, sale of stock | $ 250,000,000 | |||||||||||||||
Avalon Class A Common Stock | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Transaction expense | 26,100,000 | |||||||||||||||
Aggregate amount received | 20,000,000 | $ 25,000,000 | ||||||||||||||
Avalon Class A Common Stock | Subsequent Event | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Transaction expense | 26,100,000 | |||||||||||||||
Aggregate amount received | $ 25,000,000 | |||||||||||||||
Avalon Class A Common Stock | Subsequent Event | River North, L.P. | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Aggregate amount received | $ 20,000,000 | |||||||||||||||
BCH | Subclass 1 Class A Units | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Ownership interest | 100 | 100 | ||||||||||||||
BCH | Preferred Series B Subclass 2 | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Ownership interest | 100 | |||||||||||||||
[1]Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. Such adjustments are unaudited. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended | |||||||
Jun. 06, 2023 $ / shares shares | Apr. 01, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Subsequent Event [Line Items] | |||||||||
Discount rate | 20 | ||||||||
Valuation (in dollars per share) | $ / shares | $ 10 | ||||||||
Discounted valuation (in dollars per share) | $ / shares | $ 8 | ||||||||
Professional services | $ 10,373,000 | $ 7,857,000 | $ 5,449,000 | $ 4,939,000 | $ 38,422,000 | $ 17,801,000 | $ 19,045,000 | ||
OTTI on investment in debt securities | $ 4,943,000 | $ 0 | $ 12,621,000 | $ 13,726,000 | $ 0 | ||||
Amortization Period | 3 years | ||||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Increase in allowance for loan losses | $ 61,100 | ||||||||
Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Property, Plant and Equipment, Useful Life | 1 year | ||||||||
Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||||
Minimum [Member] | Internal-use software | |||||||||
Subsequent Event [Line Items] | |||||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||||
Cumulative Effect, Period of Adoption, Adjustment | |||||||||
Subsequent Event [Line Items] | |||||||||
Increase in allowance for loan losses | $ 61,100,000 | ||||||||
Revision of Prior Period, Reclassification, Adjustment | |||||||||
Subsequent Event [Line Items] | |||||||||
Professional services | $ 600,000 | ||||||||
Common Class A | |||||||||
Subsequent Event [Line Items] | |||||||||
Units converted (in shares) | 1.25 | ||||||||
Common Class A | Conversion of BCG Common Class A Units | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued in connection to conversion (in shares) | shares | 86,116,884 | ||||||||
Common Class A | Conversion of BCG Preferred B-2 Units | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued in connection to conversion (in shares) | shares | 94,050,534 | ||||||||
Common Class B | |||||||||
Subsequent Event [Line Items] | |||||||||
Units converted (in shares) | 1.25 | ||||||||
Common Class B | Conversion of BCG Common Class B Units | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued in connection to conversion (in shares) | shares | 19,140,451 |
Understanding our Financial S_3
Understanding our Financial Statements and the Impact to the Common Shareholder - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||||
One time fee, percentage | 7% | 7% | ||||||
Recurring fee, percentage | 2.80% | 2.80% | ||||||
Interest income | $ 116 | $ 85 | $ 73 | $ 412 | $ 7,398 | $ 2,082 | ||
Trust services and administration revenues | 102 | $ 8,400 | 0 | 0 | 20,300 | 19,400 | ||
Consolidating Eliminations | Ben Liquidity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest income | 12,000 | 14,300 | 17,800 | $ 50,800 | 55,900 | 51,800 | ||
Allowance for loan losses | 9,500 | 43,100 | $ 34,100 | 80,700 | $ 8,900 | $ 5,400 | ||
Consolidating Eliminations | Ben Custody | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest income | $ 29,000 | |||||||
Trust services and administration revenues | $ 6,600 | $ 7,300 | ||||||
Customer ExAlt Trusts | ||||||||
Related Party Transaction [Line Items] | ||||||||
One time fee, percentage | 7% | |||||||
Recurring fee, percentage | 2.80% | |||||||
Minimum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expected life | 7 years | |||||||
Minimum | Customer ExAlt Trusts | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest rate | 7% | 7% | 7% | |||||
Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expected life | 10 years | |||||||
Maximum | Customer ExAlt Trusts | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest rate | 14% | 14% | 14% |
Understanding our Financial S_4
Understanding our Financial Statements and the Impact to the Common Shareholder - Disaggregated Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||||
Operating income (loss) | $ (1,155,970) | $ (85,951) | $ (99,834) | $ (23,237) | $ (253,172) | $ (71,120) | $ (47,413) |
Loss on extinguishment of debt, related parties | 0 | 0 | (34,013) | 0 | |||
Income tax expense (benefit) | 0 | 397 | 1,072 | (273) | (1,072) | 0 | 3,459 |
Less: Net loss attributable to noncontrolling interests | 44,552 | 36,247 | 60,267 | 136,942 | 43,383 | (7,168) | |
Less: Noncash deemed contribution on extinguishment of redeemable noncontrolling interest | 0 | 0 | 14,200 | 0 | |||
Less: Noncash deemed dividend on extinguishment of preferred equity interests of noncontrolling interest holders | 0 | 0 | (46,202) | 0 | |||
Less: Noncontrolling interest guaranteed payment | (4,105) | (3,868) | (3,788) | 0 | (15,822) | (1,264) | 0 |
Net loss attributable to The Beneficient Company Group, L.P. common unitholders | (1,115,523) | (53,969) | (44,427) | (6,796) | (130,980) | (95,016) | (58,040) |
CT Risk Management | |||||||
Segment Reporting Information [Line Items] | |||||||
Less: Net loss attributable to noncontrolling interests | 0 | (1,795) | |||||
Operating Segments | Ben Liquidity | |||||||
Segment Reporting Information [Line Items] | |||||||
Operating income (loss) | (903,026) | (32,853) | (20,299) | (46,512) | 21,191 | 25,238 | |
Operating Segments | Ben Custody | |||||||
Segment Reporting Information [Line Items] | |||||||
Operating income (loss) | (189,997) | 6,163 | 7,301 | 24,046 | 16,193 | 15,922 | |
Corporate & Other | |||||||
Segment Reporting Information [Line Items] | |||||||
Operating income (loss) | (49,081) | (28,755) | (31,607) | (112,845) | (77,991) | (136,155) | |
Consolidated Entity, Excluding Consolidated VIE | |||||||
Segment Reporting Information [Line Items] | |||||||
Less: Net loss attributable to noncontrolling interests | $ 30,686 | $ 7,536 | $ 5,038 | $ 3,336 | $ 19,081 | $ 12,870 | $ 40,414 |
De-SPAC Merger Transaction - Na
De-SPAC Merger Transaction - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Jun. 29, 2023 USD ($) | Jun. 08, 2023 shares | Jun. 07, 2023 USD ($) $ / shares shares | Jun. 06, 2023 $ / shares shares | Jun. 05, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) shares | Mar. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | ||
Class of Stock [Line Items] | |||||||||||||
Aggregate amount received | $ | $ 192,800 | ||||||||||||
Discount rate | 20 | ||||||||||||
Valuation (in dollars per share) | $ / shares | $ 10 | ||||||||||||
Discounted valuation (in dollars per share) | $ / shares | $ 8 | ||||||||||||
Compensation expense | $ | $ 27,001 | $ 3,507 | $ 2,828 | $ 10,085 | 23,153 | $ 107,808 | |||||||
Cash and cash equivalents | $ | $ 3,057 | $ 70,588 | $ 8,726 | [1] | |||||||||
Net proceeds | $ | $ 1,800 | ||||||||||||
Units outstanding (in shares) | 67,486,000 | 67,486,000 | |||||||||||
Units issued (in shares) | 67,486,000 | 67,486,000 | |||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | |||||||||||
Fair value | $ | $ 1,128 | $ 0 | [1] | ||||||||||
Gain (loss) on investment | $ | (3,461) | $ (12,020) | $ (56,011) | $ (2,180) | $ (51,421) | $ 31,837 | $ (30,670) | ||||||
Conversion of BCG Common Class A Units | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Additional value | $ | 15,000 | ||||||||||||
Compensation expense | $ | $ 15,000 | ||||||||||||
River North, L.P. | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Gross proceeds | $ | $ 5,000 | ||||||||||||
Avalon | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Cash and cash equivalents | $ | 27,900 | ||||||||||||
Transaction expense | $ | 26,100 | ||||||||||||
Ben | Additional Paid-in Capital | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Transaction expense | $ | $ 21,700 | ||||||||||||
Beneficient Warrants | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Units converted (in shares) | 23,625,000 | ||||||||||||
Warrants outstanding (in shares) | 23,757,500 | 23,757,500 | |||||||||||
Warrants issued (in shares) | 23,757,500 | ||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.5 | ||||||||||||
Share price (in dollars per share) | $ / shares | 10 | ||||||||||||
Fair value | $ | $ 1,100 | ||||||||||||
Gain (loss) on investment | $ | $ 1,500 | ||||||||||||
Beneficient Warrants | $18.00 Minimum Share Price | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Repurchase price (in dollars per share) | $ / shares | 0.01 | ||||||||||||
Share price (in dollars per share) | $ / shares | 18 | ||||||||||||
Beneficient Warrants | $10.00 Minimum Share Price | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Repurchase price (in dollars per share) | $ / shares | $ 0.1 | ||||||||||||
Avalon Warrants, Publicly Traded | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants assumed (in shares) | 15,525,000 | ||||||||||||
Avalon Warrants, Private Placement | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants assumed (in shares) | 8,100,000 | ||||||||||||
Avalon Class A Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Price per unit (in dollars per share) | $ / shares | $ 10.588 | ||||||||||||
Aggregate amount received | $ | $ 20,000 | $ 25,000 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||
Reserve amount | $ | 20,000 | ||||||||||||
Transaction expense | $ | $ 26,100 | ||||||||||||
Avalon Class A Common Stock | Ben | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Aggregate amount received | $ | 5,000 | ||||||||||||
Disbursed amount | $ | $ 5,000 | ||||||||||||
Common Class A | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Shares held post conversion (in shares) | 2,956,480 | ||||||||||||
Minimum price per share (in dollars per share) | $ / shares | $ 5 | ||||||||||||
Maximum percentage of stock to sell | 10% | ||||||||||||
Units converted (in shares) | 1.25 | ||||||||||||
Stock issued (in shares) | 7,971,864 | ||||||||||||
Units converted (in shares) | 1,396,457 | ||||||||||||
Units outstanding (in shares) | 188,674,282 | 189,503,000 | 179,634,000 | ||||||||||
Units issued (in shares) | 188,674,282 | 190,047,000 | 180,178,000 | ||||||||||
Additional shares (in shares) | 699,216 | ||||||||||||
Stock outstanding following combination (in shares) | 189,379,498 | ||||||||||||
Common Class A | Conversion of BCG Common Class A Units | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issued in connection to conversion (in shares) | 86,116,884 | ||||||||||||
Common Class A | Conversion of BCG Preferred B-2 Units | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issued in connection to conversion (in shares) | 94,050,534 | ||||||||||||
Common Class A | Minimum | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Volume weighted average share price (in dollars per share) | $ / shares | $ 5 | ||||||||||||
Common Class A | Maximum | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Volume weighted average share price (in dollars per share) | $ / shares | 8 | ||||||||||||
Series A Convertible Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||
Forward Purchase Agreement, Purchased Shares | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Purchase agreement, transaction shares (in shares) | 1,064,333 | ||||||||||||
Forward Purchase Agreement, Prepaid Forward Shares | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Purchase agreement, transaction shares (in shares) | 1,892,147 | ||||||||||||
Class A common stock, par value $0.001 per share | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Price per unit (in dollars per share) | $ / shares | $ 10.588 | ||||||||||||
Avalon Class B Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||
Series A Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares outstanding (in shares) | 2,796,864 | 0 | 0 | ||||||||||
Preferred stock, shares issued (in shares) | 2,796,864 | 2,796,864 | 0 | 0 | |||||||||
Common Class B | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Units converted (in shares) | 1.25 | ||||||||||||
Units converted (in shares) | 15,312,360 | ||||||||||||
Units outstanding (in shares) | 19,140,451 | 19,140,000 | 19,140,000 | ||||||||||
Units issued (in shares) | 19,140,451 | 19,140,000 | 19,140,000 | ||||||||||
Common Class B | Conversion of BCG Common Class B Units | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issued in connection to conversion (in shares) | 19,140,451 | ||||||||||||
[1]Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. Such adjustments are unaudited. |
De-SPAC Merger Transaction - Ad
De-SPAC Merger Transaction - Additional Equity Securities Information (Details) - USD ($) shares in Thousands, $ in Thousands | Jun. 06, 2023 | Nov. 29, 2021 |
Preferred Series A Subclass 1 | ||
Class of Stock [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | $ 193,900 | $ 319,000 |
Preferred Series A Subclass 1 | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Class of Stock [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | 191,405 | |
Preferred Series A Subclass 1 | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Class of Stock [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | 2,456 | |
Preferred Series A Subclass 1 | BHI | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Class of Stock [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | 177,195 | |
Preferred Series A Subclass 1 | Hicks Holdings Operating, LLC | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Class of Stock [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | 13,222 | |
Preferred Series A Subclass 1 | Board of Director, Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Class of Stock [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | 988 | |
Preferred Series A Subclass 1 | Board of Director, Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Class of Stock [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | 734 | |
Preferred Series A Subclass 1 | Board of Director, Richard W. Fisher | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Class of Stock [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | $ 1,722 | |
Class S Ordinary Units Received | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Class of Stock [Line Items] | ||
Units Received | 15,312 | |
Class S Ordinary Units Received | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Class of Stock [Line Items] | ||
Units Received | 1,396 | |
Class S Ordinary Units Received | BHI | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Class of Stock [Line Items] | ||
Units Received | 14,176 | |
Class S Ordinary Units Received | Hicks Holdings Operating, LLC | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Class of Stock [Line Items] | ||
Units Received | 1,058 | |
Class S Ordinary Units Received | Board of Director, Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Class of Stock [Line Items] | ||
Units Received | 79 | |
Class S Ordinary Units Received | Board of Director, Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Class of Stock [Line Items] | ||
Units Received | 659 | |
Class S Ordinary Units Received | Board of Director, Richard W. Fisher | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Class of Stock [Line Items] | ||
Units Received | 738 | |
BCG Class B Units Received | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Class of Stock [Line Items] | ||
Units Received | 15,312 | |
BCG Class B Units Received | BHI | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Class of Stock [Line Items] | ||
Units Received | 14,176 | |
BCG Class B Units Received | Hicks Holdings Operating, LLC | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Class of Stock [Line Items] | ||
Units Received | 1,058 | |
BCG Class B Units Received | Board of Director, Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Class of Stock [Line Items] | ||
Units Received | 79 | |
BCG Class A Units Received | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Class of Stock [Line Items] | ||
Units Received | 1,396 | |
BCG Class A Units Received | Board of Director, Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Class of Stock [Line Items] | ||
Units Received | 659 | |
BCG Class A Units Received | Board of Director, Richard W. Fisher | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Class of Stock [Line Items] | ||
Units Received | 738 |
Strategic Transactions with G_2
Strategic Transactions with GWG Holdings, Inc. and GWG Life, LLC (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 01, 2021 | Nov. 26, 2021 | Sep. 30, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 06, 2023 | Jun. 05, 2023 | Nov. 29, 2021 | Nov. 23, 2021 | Aug. 11, 2020 | May 31, 2019 | Dec. 28, 2018 | ||
Related Party Transaction [Line Items] | ||||||||||||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 34,013 | $ 0 | ||||||||||||||
Cash contribution for BCH Preferred Series C Unit Accounts | $ 14,800 | 14,800 | 130,200 | |||||||||||||||
Preferred units redeemed for cash | 14,800 | |||||||||||||||||
Gain (loss) on investments | $ 500 | $ (25,117) | $ (10,811) | $ 2,091 | (54,010) | 15,534 | 132,620 | |||||||||||
Preferred units issued, value | $ 0 | $ 0 | [1] | |||||||||||||||
Net increase to noncontrolling interest | $ 3,200 | 0 | ||||||||||||||||
LiquidTrust Borrowers | Affiliated Entity | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Promissory note | 65,100 | $ 65,000 | ||||||||||||||||
Collateral Swap | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Increase in public equity securities | 84,600 | 84,600 | ||||||||||||||||
Increase in debt securities | 94,800 | |||||||||||||||||
Gain (loss) on investments | 88,500 | |||||||||||||||||
BCG Common Units | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Investment received | $ 57,500 | |||||||||||||||||
Price per unit (in dollars per share) | $ 12.5 | |||||||||||||||||
BCG Common Units | Collateral Swap | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Treasury shares, value | 3,400 | |||||||||||||||||
L Bonds | Collateral Swap | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Principal amount exchanged | 94,800 | 94,800 | ||||||||||||||||
Customer ExAlt Trusts | Collateral Swap | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Fair value of investment | $ 94,300 | |||||||||||||||||
Commercial Loan Agreement | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Repayments of outstanding principal | $ 202,300 | |||||||||||||||||
Commercial Loan Agreement | Loans Payable | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Principal amount | 192,800 | $ 192,500 | ||||||||||||||||
Interest rate | 5% | |||||||||||||||||
Interest rate payable monthly in cash | 2.50% | |||||||||||||||||
Interest rate accrued and compounded annually | 2.50% | |||||||||||||||||
Accrued interest | 5,800 | |||||||||||||||||
Loss on extinguishment of debt | 14,600 | |||||||||||||||||
Unamortized debt discount | 15,300 | |||||||||||||||||
Fair value of loan agreement | $ 207,400 | |||||||||||||||||
Preferred Series A Subclass 1 | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Aggregate capital accounts, converted | $ 193,900 | $ 319,000 | ||||||||||||||||
Preferred Series C | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Cash contribution for BCH Preferred Series C Unit Accounts | $ 14,800 | $ 130,200 | ||||||||||||||||
Class A common stock, par value $0.001 per share | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Units issued (in shares) | 19,250,795 | |||||||||||||||||
Price per unit (in dollars per share) | $ 10.588 | |||||||||||||||||
Class A common stock, par value $0.001 per share | BCG Common Units | Collateral Swap | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Shares exchanged (in shares) | 543,874 | |||||||||||||||||
Value of shares exchanged | $ 6,800 | |||||||||||||||||
Class A common stock, par value $0.001 per share | GWG Holdings | Collateral Swap | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Shares exchanged (in shares) | 9,837,264 | |||||||||||||||||
Value of shares exchanged | $ 84,600 | |||||||||||||||||
Preferred Series C Subclass 1 | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Preferred units issued, value | $ 75,000 | |||||||||||||||||
Preferred stock, fair value | $ 71,200 | |||||||||||||||||
Preferred Series C Subclass 0 | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Aggregate capital accounts, converted | $ 14,800 | |||||||||||||||||
Preferred units redeemed for cash | $ 14,800 | |||||||||||||||||
[1]Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. Such adjustments are unaudited. |
Investments, at Fair Value - In
Investments, at Fair Value - Investments at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Investments held by Customer ExAlt Trusts (related party of $76,154 and $127,284) | $ 374,603 | $ 385,851 | $ 524,927 |
Debt securities available-for-sale | 81,188 | 76,898 | 78,293 |
Equity securities without readily determinable fair value | 26,800 | 21,600 | 1,200 |
Ben | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Investments held by Customer ExAlt Trusts (related party of $76,154 and $127,284) | 0 | 0 | 0 |
Public equity securities and option | 1,690 | 4,742 | 13,625 |
Debt securities available-for-sale | 656 | 620 | 624 |
Equity securities without readily determinable fair value | 0 | 0 | 0 |
Total investments, at fair value | 2,346 | 5,362 | 14,249 |
Customer ExAlt Trusts | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Investments held by Customer ExAlt Trusts (related party of $76,154 and $127,284) | 374,603 | 385,851 | 524,927 |
Public equity securities and option | 5,023 | 8,087 | 56,144 |
Debt securities available-for-sale | 80,532 | 76,278 | 77,669 |
Equity securities without readily determinable fair value | 26,786 | 21,643 | 1,181 |
Total investments, at fair value | $ 486,944 | $ 491,859 | $ 659,921 |
Investments, at Fair Value - Na
Investments, at Fair Value - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Apr. 27, 2022 USD ($) | Apr. 01, 2022 USD ($) | Jul. 17, 2020 USD ($) | Nov. 30, 2021 USD ($) | Jun. 30, 2023 USD ($) underlyingInvestment investmentFund | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) underlyingInvestment investmentFund | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||
Percent of investments not subject to redemption | 97% | 96% | |||||||||||
Alternative investment funds | investmentFund | 286 | 286 | |||||||||||
Underlying investments | underlyingInvestment | 931 | 952 | |||||||||||
Percent of underlying investments in private companies | 91% | 91% | |||||||||||
Purchase of put options | $ 0 | $ 7,451 | $ 0 | $ 0 | $ 7,451 | $ 0 | $ 14,775 | ||||||
Proceeds from equity interest | 2,430 | [1] | 2,430 | ||||||||||
Gain (loss) on investment | (3,461) | (12,020) | (56,011) | (2,180) | (51,421) | 31,837 | (30,670) | ||||||
Investments | 489,290 | 674,170 | 497,221 | ||||||||||
Noncredit-related portion of net unrealized gains (losses) | 4,290 | [2] | (1,798) | [1] | 110 | $ 0 | 11,226 | (1,436) | 0 | ||||
Credit-related portion of other-than-temporary impairment on investment in debt securities | 0 | 12,600 | 4,900 | 12,600 | 13,700 | ||||||||
Equity securities without readily determinable fair value | 26,800 | 1,200 | 21,600 | ||||||||||
Equity impairment loss | 0 | 0 | 0 | 0 | 0 | ||||||||
Proceeds from sale of put options held by Ben | 1,843 | 0 | |||||||||||
Equity securities, upward adjustment | 10,800 | ||||||||||||
Ben | |||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||
Equity securities without readily determinable fair value | 0 | 0 | 0 | ||||||||||
Put options | |||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||
Notational amount of put options | $ 141,300 | $ 300,000 | |||||||||||
Gain (loss) on investment | (2,300) | 1,800 | (3,500) | $ (5,200) | $ (7,800) | ||||||||
Investments | 1,700 | 0 | 4,000 | ||||||||||
Proceeds from sale of put options held by Ben | $ 1,800 | ||||||||||||
Recognized loss | $ 12,900 | ||||||||||||
Put options | Ben | |||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||
Gain (loss) on investment | (1,700) | $ 1,300 | (2,500) | ||||||||||
CT Risk Management, L.L.C. | Put options | |||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||
Purchase of put options | $ 5,000 | $ 14,800 | |||||||||||
Proceeds from equity interest | $ 2,400 | ||||||||||||
Class A common stock, par value $0.001 per share | GWG Holdings | |||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||
Fair value of common stock | 100 | 67,200 | 3,700 | ||||||||||
Class A common stock, par value $0.001 per share | Other Public Companies | |||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||
Fair value of common stock | $ 4,900 | $ 2,500 | $ 5,100 | ||||||||||
[1]Retroactively adjusted March 31, 2022 and three months ended June 30, 2022 for de-SPAC merger transaction as described in Note 4.[2]Retroactively adjusted March 31, 2023 for de-SPAC merger transaction as described in Note 4. |
Investments, at Fair Value - Al
Investments, at Fair Value - Alternative Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Carrying Value | $ 374,603 | $ 385,851 | $ 524,927 |
Unfunded Commitments | 60,157 | 61,135 | 69,093 |
Venture Capital | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Carrying Value | 164,097 | 165,933 | 209,912 |
Unfunded Commitments | 2,877 | 2,810 | 3,035 |
Private Equity | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Carrying Value | 143,714 | 145,073 | 199,280 |
Unfunded Commitments | 46,838 | 47,218 | 55,269 |
Natural Resources | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Carrying Value | 27,832 | 27,756 | 31,736 |
Unfunded Commitments | 4,567 | 5,240 | 4,994 |
Hedge Funds | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Carrying Value | 19,291 | 24,935 | 51,974 |
Unfunded Commitments | 337 | 337 | 358 |
Redeemable investments | 10,800 | 16,400 | |
Private Real Estate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Carrying Value | 10,436 | 10,391 | 15,757 |
Unfunded Commitments | 4,808 | 4,800 | 4,802 |
Other | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Carrying Value | 9,233 | 11,763 | 16,268 |
Unfunded Commitments | $ 730 | $ 730 | $ 635 |
Investments, at Fair Value - Am
Investments, at Fair Value - Amortized Cost vs Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Amortized Cost Basis | $ 66,998 | $ 66,998 | $ 79,619 |
Gross Unrealized Gains | 24,468 | 18,780 | 1,445 |
Gross Unrealized Losses | (10,278) | (8,880) | (2,771) |
Fair Value | 81,188 | 76,898 | 78,293 |
Corporate debt securities (L Bonds) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Amortized Cost Basis | 64,313 | 64,313 | 76,934 |
Gross Unrealized Gains | 23,016 | 17,433 | 132 |
Gross Unrealized Losses | (9,322) | (7,924) | (2,771) |
Fair Value | 78,007 | 73,822 | 74,295 |
Other debt securities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Amortized Cost Basis | 2,685 | 2,685 | 2,685 |
Gross Unrealized Gains | 1,452 | 1,347 | 1,313 |
Gross Unrealized Losses | (956) | (956) | 0 |
Fair Value | $ 3,181 | $ 3,076 | $ 3,998 |
Investments, at Fair Value - Co
Investments, at Fair Value - Continuous Loss Position (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Total available-for-sale debt securities with unrealized losses | $ 80,190 | $ 75,900 | $ 74,295 |
Unrealized Losses, Total available-for-sale debt securities with unrealized losses | 10,278 | 8,880 | 2,771 |
Corporate debt securities (L Bonds) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Less than twelve months | 0 | 74,295 | |
Fair Value, Twelve months or longer | 78,007 | 73,822 | 0 |
Unrealized Losses, Less than twelve months | 0 | 2,771 | |
Unrealized Losses, Twelve months or longer | 9,322 | 7,924 | 0 |
Other debt securities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Less than twelve months | 0 | 2,078 | 0 |
Fair Value, Twelve months or longer | 2,183 | 0 | |
Unrealized Losses, Less than twelve months | 0 | 956 | $ 0 |
Unrealized Losses, Twelve months or longer | $ 956 | $ 0 |
Investments, at Fair Value - De
Investments, at Fair Value - Debt Securities, Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Roll Forward] | ||||||
Beginning balance | $ 31,290 | $ 18,669 | $ 13,726 | $ 18,669 | $ 0 | $ 0 |
Increase in OTTI amounts previously recognized | 0 | 12,608 | 4,943 | 12,621 | 0 | 0 |
Ending balance | $ 31,290 | $ 31,277 | 18,669 | 31,290 | 13,726 | 0 |
Credit related OTTI not previously recognized | $ 0 | $ 0 | $ 13,726 | $ 0 |
Investments, at Fair Value - _2
Investments, at Fair Value - Debt Securities Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Amortized Cost Basis | |||
Due in one year or less | $ 66,000 | $ 66,000 | $ 1,687 |
No fixed maturity | 998 | 998 | 998 |
Amortized Cost Basis | 66,998 | 66,998 | 79,619 |
Due in one to five years | 0 | 76,934 | |
Fair Value | |||
Due in one year or less | 80,190 | 75,900 | 3,000 |
No fixed maturity | 998 | 998 | 998 |
Fair Value | $ 81,188 | 76,898 | 78,293 |
Due in one to five years | $ 0 | $ 74,295 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Carrying Value | $ 374,603 | $ 524,927 | $ 385,851 | ||||||
Gain (loss) on investments | 500 | $ (25,117) | (10,811) | $ 2,091 | (54,010) | $ 15,534 | $ 132,620 | ||
Equity securities without readily determinable fair value | 26,800 | 1,200 | 21,600 | ||||||
Equity securities, upward adjustment | 10,800 | ||||||||
Loss on impairment of goodwill | $ 1,096,305 | $ 0 | |||||||
Long-term growth rate | 3% | ||||||||
Goodwill | $ 1,271,621 | 2,367,750 | 2,367,926 | [1] | 2,367,750 | 2,367,750 | $ 2,367,750 | ||
Equity securities, upward adjustment | 10,800 | ||||||||
Fair Value Measured at Net Asset Value Per Share | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Carrying Value | 374,600 | 524,900 | 385,900 | ||||||
Gain (loss) on investments | $ (10,800) | (54,000) | $ 15,500 | $ (17,600) | |||||
Ben Markets | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Loss on impairment of goodwill | 0 | ||||||||
Goodwill | $ 9,885 | $ 9,885 | |||||||
Minimum | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Discount rates | 24.80% | ||||||||
Maximum | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Discount rates | 25.60% | ||||||||
[1]Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. Such adjustments are unaudited. |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Investments | $ 489,290 | $ 497,221 | $ 674,170 | |
Debt securities available-for-sale | 81,188 | 76,898 | 78,293 | |
Warrant liability | 1,128 | 0 | [1] | |
Prepaid forward liability | 92 | |||
Derivative liability | 2,095 | $ 3,513 | $ 8,108 | |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Liabilities | Liabilities | ||
Level 1 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrant liability | 1,128 | |||
Prepaid forward liability | 92 | |||
Derivative liability | 0 | $ 0 | $ 0 | |
Level 2 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrant liability | 0 | |||
Prepaid forward liability | 0 | |||
Derivative liability | 0 | 0 | 0 | |
Level 3 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrant liability | 0 | |||
Prepaid forward liability | 0 | |||
Derivative liability | 2,095 | 3,513 | 8,108 | |
Public equity securities | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Investments | 5,051 | 8,837 | 69,769 | |
Public equity securities | Level 1 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Investments | 5,051 | 8,837 | 69,769 | |
Public equity securities | Level 2 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Investments | 0 | 0 | 0 | |
Public equity securities | Level 3 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Investments | 0 | 0 | 0 | |
Put options | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Investments | 1,663 | 3,991 | ||
Put options | Level 1 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Investments | 1,663 | 3,991 | ||
Put options | Level 2 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Investments | 0 | 0 | ||
Put options | Level 3 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Investments | 0 | 0 | ||
Corporate debt securities (L Bonds) | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt securities available-for-sale | 78,007 | 73,822 | 74,295 | |
Corporate debt securities (L Bonds) | Level 1 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt securities available-for-sale | 0 | 0 | 0 | |
Corporate debt securities (L Bonds) | Level 2 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt securities available-for-sale | 78,007 | 73,822 | 74,295 | |
Corporate debt securities (L Bonds) | Level 3 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt securities available-for-sale | 0 | 0 | 0 | |
Other debt securities | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt securities available-for-sale | 3,181 | 3,076 | 3,998 | |
Other debt securities | Level 1 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt securities available-for-sale | 0 | 0 | 0 | |
Other debt securities | Level 2 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt securities available-for-sale | 998 | 998 | 998 | |
Other debt securities | Level 3 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt securities available-for-sale | $ 2,183 | $ 2,078 | $ 3,000 | |
[1]Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. Such adjustments are unaudited. |
Fair Value Measurements - Gain
Fair Value Measurements - Gain (Loss) on Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Gain (loss) on investment | $ (3,461) | $ (12,020) | $ (56,011) | $ (2,180) | $ (51,421) | $ 31,837 | $ (30,670) |
Related party equity securities | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Gain (loss) on investment | (3,566) | (14,805) | (56,011) | 0 | (63,536) | 37,012 | (22,913) |
Other public equity securities | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Gain (loss) on investment | (220) | (514) | 0 | 0 | 523 | 0 | 0 |
Put options | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Gain (loss) on investment | (2,328) | 1,764 | 0 | (2,180) | (3,460) | (5,175) | (7,757) |
Warrant liability | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Gain (loss) on investment | 1,485 | 0 | |||||
Prepaid forward liability | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Gain (loss) on investment | (92) | 0 | |||||
Derivative liability | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Gain (loss) on investment | 1,418 | (1,475) | 0 | 0 | 4,595 | 0 | 0 |
Other equity securities | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Gain (loss) on investment | $ (158) | $ 3,010 | $ 0 | $ 0 | $ 10,457 | $ 0 | $ 0 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant Unobservable Units (Details) $ in Thousands | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 01, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Debt securities available-for-sale | $ 2,183 | $ 2,078 | $ 2,948 | $ 3,000 | $ 3,000 | $ 1,687 | $ 0 | |
Fair Value | $ 2,095 | 3,513 | $ 9,583 | 8,108 | $ 0 | |||
Preferred Series A Subclass 0 | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Fair Value | $ 249,907 | |||||||
Preferred Series A Subclass 1 | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Fair Value | 961,801 | |||||||
Preferred Series B Subclass 2 | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Fair Value | $ 358,515 | |||||||
Distribution rate | Preferred Series A Subclass 0 | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Unobservable Input | 28.26 | |||||||
Distribution rate | Preferred Series A Subclass 1 | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Unobservable Input | 29.26 | |||||||
Distribution rate | Preferred Series B Subclass 2 | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Unobservable Input | 29.3 | |||||||
Preferred rate of return | Preferred Series A Subclass 0 | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Unobservable Input | 6 | |||||||
Preferred rate of return | Preferred Series A Subclass 1 | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Unobservable Input | 5.78 | |||||||
Preferred rate of return | Preferred Series B Subclass 2 | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Unobservable Input | 5.09 | |||||||
Growth rate | Preferred Series A Subclass 1 | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Unobservable Input | 4 | |||||||
Growth rate | Preferred Series B Subclass 2 | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Unobservable Input | 4 | |||||||
Level 3 | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Debt securities available-for-sale | $ 2,078 | $ 3,000 | ||||||
Discounted cash flow | Alternative asset market discount rate | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Unobservable Inputs | 0.1 | 0.1 | 0.08 | |||||
Discounted cash flow | Equity market risk premiums | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Unobservable Inputs | 0.07 | 0.07 | 0.08 | |||||
Discounted cash flow | Enhanced return discount rate | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Unobservable Inputs | 0.12 | 0.12 | 0.12 | |||||
Minimum | Market Approach | Level 3 | Enterprise value-to-revenue multiple | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Unobservable Inputs | 0.2 | 0.2 | 0.2 | |||||
Minimum | Discounted cash flow | Alternative asset beta to equity markets | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Unobservable Inputs | 0.42 | 0.42 | 0.51 | |||||
Minimum | Discounted cash flow | Distribution rate | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Unobservable Inputs | 0.03 | 0.03 | 0.03 | |||||
Minimum | Discounted cash flow | Net asset value volatilities | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Unobservable Inputs | 0.09 | 0.09 | 0.09 | |||||
Maximum | Market Approach | Level 3 | Enterprise value-to-revenue multiple | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Unobservable Inputs | 18.9 | 18.9 | 18.9 | |||||
Maximum | Discounted cash flow | Alternative asset beta to equity markets | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Unobservable Inputs | 1.67 | 1.67 | 1.69 | |||||
Maximum | Discounted cash flow | Distribution rate | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Unobservable Inputs | 0.06 | 0.06 | 0.07 | |||||
Maximum | Discounted cash flow | Net asset value volatilities | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Unobservable Inputs | 0.84 | 0.84 | 0.38 | |||||
Weighted Average | Market Approach | Level 3 | Enterprise value-to-revenue multiple | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Unobservable Inputs | 1.74 | 1.74 | 1.73 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Level 3 Investments, Asset (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||||||
Beginning balance | $ 2,078 | $ 3,000 | $ 3,000 | $ 3,000 | $ 1,687 | $ 0 |
Gains (losses) recognized in accumulated other comprehensive income (loss) | 105 | (52) | 0 | (922) | 1,313 | 0 |
Initial fair value of financial instrument | 0 | 0 | 0 | 1,687 | ||
Ending balance | $ 2,183 | $ 2,948 | $ 3,000 | $ 2,078 | $ 3,000 | $ 1,687 |
Fair Value Measurements - Rec_2
Fair Value Measurements - Reconciliation of Level 3 Investments, Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Beginning balance | $ 3,513 | $ 8,108 | $ 0 | $ 8,108 | |
(Gains) losses recognized in earnings | (1,418) | 1,475 | 0 | (4,595) | |
Initial fair value of financial instrument | 8,108 | 0 | |||
Ending balance | $ 2,095 | $ 9,583 | $ 8,108 | $ 3,513 | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Loss on financial instruments, net | Loss on financial instruments, net | |||
Repurchase Option | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Beginning balance | $ (61,664) | ||||
(Gains) losses recognized in earnings | 61,664 | ||||
Ending balance | $ 0 |
Fair Value Measurements - Goodw
Fair Value Measurements - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Segment Reporting Information [Line Items] | |||
Beginning balance | $ 2,367,926 | [1] | $ 2,367,750 |
Impairment | (1,096,305) | $ 0 | |
Ending balance | 1,271,621 | ||
Ben Liquidity | |||
Segment Reporting Information [Line Items] | |||
Beginning balance | 1,725,880 | ||
Impairment | (901,000) | ||
Ending balance | 824,880 | ||
Ben Custody | |||
Segment Reporting Information [Line Items] | |||
Beginning balance | 594,219 | ||
Impairment | (195,305) | ||
Ending balance | 398,914 | ||
Ben Insurance | |||
Segment Reporting Information [Line Items] | |||
Beginning balance | 37,942 | ||
Impairment | 0 | ||
Ending balance | 37,942 | ||
Ben Markets | |||
Segment Reporting Information [Line Items] | |||
Beginning balance | 9,885 | ||
Impairment | 0 | ||
Ending balance | $ 9,885 | ||
[1]Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. Such adjustments are unaudited. |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Carrying Amount | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Cash and cash equivalents | $ 3,057 | $ 8,726 | $ 70,588 |
Restricted cash | 821 | 819 | 5,517 |
Customer ExAlt Trusts loan payable, net | 49,529 | 52,129 | 65,674 |
Debt due to related parties | 100,072 | 99,314 | 105,917 |
Accounts payable and accrued expenses | 93,413 | 65,724 | 37,332 |
Estimated Fair Value | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Cash and cash equivalents | 3,057 | 8,726 | 70,588 |
Restricted cash | 821 | 819 | 5,517 |
Customer ExAlt Trusts loan payable, net | 54,986 | 56,635 | 64,811 |
Debt due to related parties | 96,558 | 96,465 | 119,036 |
Accounts payable and accrued expenses | $ 93,413 | $ 65,724 | $ 37,332 |
Customer ExAlt Trust Loan Pay_2
Customer ExAlt Trust Loan Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 24, 2022 | Dec. 07, 2021 | ||
Debt Instrument [Line Items] | ||||||||||
Loan receivable fair value | $ 72,500 | |||||||||
Proceeds from transfer of loan | $ 72,500 | |||||||||
Derivative liability | $ 2,095 | $ 8,108 | $ 3,513 | |||||||
Net gain on derivative liability | $ 1,400 | $ (1,500) | ||||||||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Loss on financial instruments, net | |||||||||
Net amortization of debt premium and discount | (1,098) | $ 2,616 | (4,478) | $ 8,837 | $ 9,392 | |||||
Customer ExAlt Trusts loan payable, net | $ 49,529 | 65,674 | 52,129 | [1] | ||||||
Customer ExAlt Trusts | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Alternative assets acquired | $ 352,600 | |||||||||
Derivative liability | $ 2,100 | 8,100 | 3,500 | |||||||
Net gain on derivative liability | 0 | $ 4,600 | ||||||||
Customer ExAlt Trusts | Loans Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 12% | 12% | ||||||||
Maximum rate | 21% | 21% | ||||||||
Derivative liability | 8,100 | $ 3,500 | ||||||||
Net amortization of debt premium and discount | $ 300 | $ 500 | 900 | 1,700 | ||||||
Outstanding principal, including interest paid-in-kind | 52,700 | 64,800 | 54,200 | |||||||
Unamortized debt discount | $ 5,300 | $ 7,200 | $ 5,600 | |||||||
Remaining amortization period | 10 years 5 months 12 days | 10 years 8 months 12 days | ||||||||
Effective interest rate | 13.89% | 13.89% | ||||||||
[1]Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. Such adjustments are unaudited. |
Debt Due to Related Parties, _3
Debt Due to Related Parties, Net - Schedule of Debt (Details) - Beneficent Capital Company - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Debt Instrument [Line Items] | |||
Unamortized debt premiums | $ 1,041 | $ 2,597 | |
HCLP Nominees, L.L.C | |||
Debt Instrument [Line Items] | |||
Unamortized debt premiums | 2,597 | $ 8,752 | |
Related Party | |||
Debt Instrument [Line Items] | |||
Total debt due to related parties | 100,072 | 99,314 | |
Affiliated Entity | |||
Debt Instrument [Line Items] | |||
Total debt due to related parties | 99,314 | 105,917 | |
First Lien Credit Agreement | HCLP Nominees, L.L.C | HCLP Nominees, L.L.C | |||
Debt Instrument [Line Items] | |||
Debt due to related parties, gross | 21,866 | 21,350 | |
Debt due to related parties, gross | 21,350 | 21,298 | |
Second Lien Credit Agreement | HCLP Nominees, L.L.C | |||
Debt Instrument [Line Items] | |||
Debt due to related parties, gross | 75,063 | 73,291 | |
Second Lien Credit Agreement | HCLP Nominees, L.L.C | HCLP Nominees, L.L.C | |||
Debt Instrument [Line Items] | |||
Debt due to related parties, gross | 73,291 | 73,120 | |
Other borrowings | Related Party | |||
Debt Instrument [Line Items] | |||
Debt due to related parties, gross | $ 2,102 | 2,076 | |
Other borrowings | Affiliated Entity | |||
Debt Instrument [Line Items] | |||
Debt due to related parties, gross | $ 2,076 | $ 2,747 |
Debt Due to Related Parties, _4
Debt Due to Related Parties, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 24, 2022 | Dec. 01, 2021 | Aug. 13, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||||||||
Payment of deferred financing costs for debt | $ 0 | $ 0 | $ 8,628 | $ 100 | $ 0 | $ 1,114 | $ 3,207 | |||
Loss on extinguishment of debt, related parties | 0 | 0 | (34,013) | $ 0 | ||||||
HCLP Nominees, L.L.C | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Additional debt or borrowings | $ 10,000 | |||||||||
BHI | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of preferred units | 5% | |||||||||
Grant tax liability | $ 30,000 | |||||||||
Put liability | $ 0 | $ 3,800 | $ 0 | |||||||
First and Second Lien Credit Agreement | HCLP Nominees, L.L.C | Beneficent Capital Company | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum interest rate | 9.50% | |||||||||
Installment payments | $ 5,000 | |||||||||
Fee percentage | 6.50% | |||||||||
Principal and interest payments, maximum return amount | $ 20,000 | |||||||||
Amount returned | 17,950 | |||||||||
Amendment fee | $ 1,000 | |||||||||
Loss on extinguishment of debt, related parties | $ (19,500) | |||||||||
London Interbank Offered Rate (LIBOR) | First and Second Lien Credit Agreement | HCLP Nominees, L.L.C | Beneficent Capital Company | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread | 8% | |||||||||
London Interbank Offered Rate (LIBOR) | First and Second Lien Credit Agreement | HCLP Nominees, L.L.C | Beneficent Capital Company | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread | 8% |
Debt Due to Related Parties, _5
Debt Due to Related Parties, Net - Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 |
Debt Disclosure [Abstract] | ||
2023 | $ 0 | $ 0 |
2024 | 23,968 | 94,641 |
2025 | 0 | 2,076 |
2026 | 0 | 0 |
2027 | $ 75,063 | $ 0 |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2023 | Dec. 31, 2019 | ||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill | $ 2,367,750 | $ 2,367,926 | [1] | $ 2,367,750 | $ 2,367,750 | $ 1,271,621 | $ 2,367,750 |
Additions | 176 | ||||||
Reporting Unit Allocation | $ (2,367,926) | ||||||
Amortization | (185) | (164) | |||||
Amortization Period | 3 years | ||||||
Total goodwill and intangible assets | 2,370,850 | $ 2,371,026 | 2,370,850 | 2,371,035 | 1,274,721 | 2,371,199 | |
Goodwill and indefinite-lived intangible assets impairment | 0 | 0 | 0 | 0 | |||
Ben Custody | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill | 594,219 | 398,914 | |||||
Ben Insurance | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill | 37,942 | 37,942 | |||||
Ben Markets | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill | 9,885 | 9,885 | |||||
Ben Liquidity | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill | 1,725,880 | $ 824,880 | |||||
Non-compete agreement | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Non-compete agreement | 0 | 185 | 349 | ||||
Amortization | $ (185) | $ (164) | |||||
Amortization Period | 2 years | 3 years | |||||
Insurance license | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Insurance license | $ 3,100 | $ 3,100 | $ 3,100 | $ 3,100 | $ 3,100 | ||
[1]Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. Such adjustments are unaudited. |
Other Assets and Other Liabil_3
Other Assets and Other Liabilities - Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Related Party Transaction [Line Items] | ||
Deferred costs of equity offering | $ 7,778 | $ 1,310 |
Distribution receivables | 5,891 | 2,010 |
Promissory Note receivable | 5,104 | 4,513 |
Fixed assets (Note 7) | 4,344 | 7,336 |
Insurance reimbursable receivable | 3,211 | 0 |
Prepaid expenses | 2,329 | 2,345 |
Other assets | 2,051 | 2,369 |
Total Other assets, net | 32,903 | 19,883 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Related party receivables | 17,795 | 8,877 |
Allowance for related party receivables | $ (15,600) | $ (8,877) |
Other Assets and Other Liabil_4
Other Assets and Other Liabilities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Aug. 10, 2018 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||||
Total principal and interest | $ 4,513 | $ 5,104 | |||||
Interest expense | $ 3,784 | $ 3,619 | 2,110 | 15,471 | $ 27,457 | $ 32,551 | |
2017-18 Exchange Trusts Interest Commitment | |||||||
Related Party Transaction [Line Items] | |||||||
Percent of value of common units | 30% | ||||||
Interest expense | $ 500 | 3,600 | $ 2,100 | $ 2,300 | |||
2017-18 Exchange Trusts Interest Commitment | London Interbank Offered Rate (LIBOR) | |||||||
Related Party Transaction [Line Items] | |||||||
Basis spread | 3.95% | ||||||
9.0% Promissory Note | |||||||
Related Party Transaction [Line Items] | |||||||
Promissory notes, principal balance | $ 2,500 | ||||||
Interest rate | 9% | ||||||
18% Promissory Note | |||||||
Related Party Transaction [Line Items] | |||||||
Promissory notes, principal balance | $ 900 | ||||||
18% Promissory Note | Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate | 18% | ||||||
Related Party Promissory Note Receivable | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate per annum | 0.50% | 5% |
Other Assets and Other Liabil_5
Other Assets and Other Liabilities - Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Interest commitments | $ 13,499 | $ 9,879 |
Deferred tax liability (Note 15) | 0 | 1,072 |
Other | 1,123 | 1,408 |
Total Other liabilities | $ 14,622 | $ 12,359 |
Share-based Compensation - Narr
Share-based Compensation - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Jun. 06, 2023 shares | Oct. 01, 2022 shares | Jun. 10, 2022 USD ($) | Apr. 01, 2022 shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) shares | Sep. 30, 2020 shares | Jun. 30, 2020 USD ($) shares | Mar. 31, 2023 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Apr. 25, 2019 USD ($) | Sep. 30, 2018 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Compensation expense | $ 27,001 | $ 3,507 | $ 2,828 | $ 10,085 | $ 23,153 | $ 107,808 | |||||||||
Unrecognized compensation costs | 10,792 | $ 6,382 | |||||||||||||
Minimum required retained ownership of unit equivalents, percentage | 25 | ||||||||||||||
Ben Liquidity | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Units forfeited (in shares) | shares | 39,691 | ||||||||||||||
REU | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Compensation expense | 8,723 | 1,433 | 1,539 | $ 4,358 | 8,537 | 44,402 | |||||||||
Unrecognized compensation costs | 7,337 | 3,389 | |||||||||||||
Preferred equity | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Compensation expense | 286 | $ 572 | $ 0 | $ 11,400 | $ 1,430 | 7,226 | $ 11,443 | ||||||||
Account balance | 5,700 | $ 4,000 | |||||||||||||
Director | Preferred equity | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Account balance | $ 3,800 | ||||||||||||||
Purchase price | $ 3,800 | ||||||||||||||
Employees | Ben Liquidity | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Compensation expense | $ 2,300 | ||||||||||||||
BMP Equity Incentive Plan | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Vesting period | 4 years | 4 years | |||||||||||||
Number of shares authorized for issuance | shares | 119,000,000 | ||||||||||||||
Continued participation reduction percentage | 20% | ||||||||||||||
Income participation percentage | 49.50% | ||||||||||||||
Vested units forfeited (in shares) | shares | 1,963,969 | ||||||||||||||
Other income | $ 36,300 | ||||||||||||||
Ben Equity Incentive Plan | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Shares reserved for issuance, as a percentage of fully diluted common units outstanding | 15% | ||||||||||||||
Percentage of common units | 15% | ||||||||||||||
Vested units forfeited (in shares) | shares | 507,500 | ||||||||||||||
Ben Equity Incentive Plan | REU | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Shares reserved for issuance, as a percentage of fully diluted common units outstanding | 15% | ||||||||||||||
Awards settleable ratio | 1.25 | ||||||||||||||
Compensation expense | $ 5,200 | ||||||||||||||
Increase in units granted (in shares) | shares | 128,750 | ||||||||||||||
Unrecognized compensation costs | 1,300 | $ 6,400 | |||||||||||||
Number of shares authorized for issuance | shares | 12,811,258 | ||||||||||||||
Ben Equity Incentive Plan | Director | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Unrecognized compensation costs | $ 6,400 | ||||||||||||||
Ben Equity Incentive Plan | Director | REU | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Units granted (in shares) | shares | 515,000 | 515,000 | |||||||||||||
Ben Equity Incentive Plan | Employees and Director | REU | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Units granted (in shares) | shares | 513,533 | ||||||||||||||
Compensation expense | 2,900 | ||||||||||||||
Increase in units granted (in shares) | shares | 126,596 | ||||||||||||||
Unrecognized compensation costs | $ 3,500 | ||||||||||||||
Units forfeited (in shares) | shares | 42,091 | ||||||||||||||
Ben Equity Incentive Plan | Employees | REU | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Units granted (in shares) | shares | 40,180 | ||||||||||||||
Units forfeited (in shares) | shares | 5,240 | ||||||||||||||
2023 Incentive Plan | REU | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||
Shares reserved for issuance, as a percentage of fully diluted common units outstanding | 15% |
Share-based Compensation - Assu
Share-based Compensation - Assumptions (Details) - BMP Equity Incentive Plan | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Expected term in years | 4 years | 4 years | 4 years | 4 years | 4 years | 4 years |
Discount rate | 32.10% | 32.10% | 32.10% | 32.10% | 32.10% | 27.80% |
Discount for lack of marketability | 23.10% | 23.10% | 23.10% | 23.10% | 23.10% | 19.40% |
Long-term growth rate (after discrete projection period) | 2.50% | 2.50% | 2.50% | 2.50% | 2.50% | 2.50% |
Share-based Compensation - Awar
Share-based Compensation - Award Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
BMP | |||||
Units | |||||
Beginning Balance (in shares) | 438,000 | 1,351,000 | 1,118,000 | 2,126,000 | 180,000 |
Vested (in shares) | (79,000) | (195,000) | (646,000) | (788,000) | (5,037,000) |
Forfeited (in shares) | 0 | (78,000) | (69,000) | (203,000) | (380,000) |
Granted (in shares) | 40,000 | 35,000 | 216,000 | 7,363,000 | |
Ending Balance (in shares) | 359,000 | 1,118,000 | 438,000 | 1,351,000 | 2,126,000 |
Weighted Average Grant Date Fair Value per Unit | |||||
Beginning Balance (in dollars per share) | $ 10.04 | $ 9.73 | $ 9.78 | $ 9.61 | $ 11.82 |
Vested (in dollars per share) | 9.7 | 9.7 | 9.73 | 9.67 | 9.61 |
Forfeited (in dollars per share) | 0 | 9.61 | 10 | 9.69 | 9.61 |
Granted (in dollars per share) | 10.67 | 10.67 | 10.67 | 9.61 | |
Ending Balance (in dollars per share) | $ 10.11 | $ 9.78 | $ 10.04 | $ 9.73 | $ 9.61 |
REU | |||||
Units | |||||
Beginning Balance (in shares) | 1,399,000 | 1,638,000 | 1,503,000 | 2,193,000 | 247,000 |
Vested (in shares) | (816,000) | (195,000) | (524,000) | (619,000) | (3,354,000) |
Forfeited (in shares) | (10,000) | (51,000) | (90,000) | (152,000) | (303,000) |
Granted (in shares) | 111,000 | 510,000 | 216,000 | 5,603,000 | |
Ending Balance (in shares) | 923 | 1,503,000 | 1,399,000 | 1,638,000 | 2,193,000 |
Weighted Average Grant Date Fair Value per Unit | |||||
Beginning Balance (in dollars per share) | $ 12.5 | $ 12.5 | $ 12.5 | $ 12.5 | $ 12.5 |
Vested (in dollars per share) | 10 | 12.5 | 12.5 | 12.5 | 12.5 |
Forfeited (in dollars per share) | 10 | 12.5 | 12.5 | 12.5 | 12.5 |
Granted (in dollars per share) | 12.5 | 12.5 | 12.5 | 12.5 | |
Ending Balance (in dollars per share) | $ 10 | $ 12.5 | $ 12.5 | $ 12.5 | $ 12.5 |
REU | Previously Reported [Member] | |||||
Units | |||||
Beginning Balance (in shares) | 1,749 | ||||
Ending Balance (in shares) | 1,749 | ||||
Weighted Average Grant Date Fair Value per Unit | |||||
Beginning Balance (in dollars per share) | $ 10 | ||||
Ending Balance (in dollars per share) | $ 10 |
Share-based Compensation - Equi
Share-based Compensation - Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2020 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Equity-based compensation | $ 27,001 | $ 3,507 | $ 2,828 | $ 10,085 | $ 23,153 | $ 107,808 | |
Conversion of BCG Common Class A Units | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Equity-based compensation | 15,000 | ||||||
Employees | Ben Liquidity | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Equity-based compensation | 2,300 | ||||||
BMP equity units | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Equity-based compensation | 675 | 1,502 | 1,289 | 4,297 | 7,390 | 51,963 | |
Restricted equity units | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Equity-based compensation | 8,723 | 1,433 | 1,539 | 4,358 | 8,537 | 44,402 | |
Preferred equity | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Equity-based compensation | 286 | 572 | $ 0 | $ 11,400 | $ 1,430 | $ 7,226 | $ 11,443 |
Other | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Equity-based compensation | $ 17,317 | $ 0 |
Share-based Compensation - Futu
Share-based Compensation - Future Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
2024 | $ 6,248 | |
2024 | $ 4,578 | 2,949 |
2025 | 1,398 | 1,565 |
2026 | 392 | 29 |
2027 | 14 | 0 |
2028 | 0 | |
Total | 6,382 | 10,792 |
BMP | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
2024 | 1,401 | |
2024 | 2,075 | 662 |
2025 | 662 | 242 |
2026 | 242 | 14 |
2027 | 14 | 0 |
2028 | 0 | |
Total | $ 2,993 | 2,319 |
Weighted-average period to be recognized | 1 year 7 months 9 days | |
REU | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
2024 | 3,733 | |
2024 | $ 2,503 | 2,269 |
2025 | 736 | 1,320 |
2026 | 150 | 16 |
2027 | 0 | 0 |
2028 | 0 | |
Total | $ 3,389 | 7,337 |
Weighted-average period to be recognized | 1 year 5 months 15 days | |
Preferred | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
2024 | 572 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
Total | 572 | |
Commissions | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
2024 | 543 | |
2024 | 18 | |
2025 | 3 | |
2026 | 0 | |
2027 | 0 | |
Total | $ 564 |
Equity - Common Units (Details)
Equity - Common Units (Details) - USD ($) | Jun. 27, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Class of Stock [Line Items] | ||||
Other liabilities (related party of $7 and $100) | $ 14,622,000 | $ 12,359,000 | ||
Units outstanding (in shares) | 67,486,000 | 67,486,000 | ||
Units issued (in shares) | 67,486,000 | 67,486,000 | ||
Standby Equity Purchase Agreement | ||||
Class of Stock [Line Items] | ||||
Standby Equity Purchase Agreement, expiration period | 36 months | |||
Commitment fee | $ 1,300,000 | |||
Standby Equity Purchase Agreement, shares issued (in shares) | 456,204 | |||
Other liabilities (related party of $7 and $100) | $ 1,300,000 | |||
Maximum | Standby Equity Purchase Agreement | ||||
Class of Stock [Line Items] | ||||
Standby Equity Purchase Agreement, sale of stock | $ 250,000,000 |
Equity - Preferred Units (Detai
Equity - Preferred Units (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | 51 Months Ended | 54 Months Ended | ||||||||||||||||||||
Jul. 10, 2023 $ / shares shares | Jun. 06, 2023 USD ($) shares | Dec. 01, 2021 USD ($) | Jul. 15, 2020 USD ($) $ / shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) shares | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Mar. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jan. 01, 2025 $ / shares | Jul. 26, 2023 $ / shares | Jun. 08, 2023 shares | Jun. 07, 2023 shares | Dec. 07, 2021 USD ($) | Nov. 29, 2021 USD ($) | Nov. 23, 2021 USD ($) | Jun. 30, 2021 | May 31, 2019 USD ($) | ||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Preferred stock, shares authorized (in shares) | shares | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | ||||||||||||||||||||
Preferred stock, shares issued (in shares) | shares | 0 | 0 | 0 | 0 | ||||||||||||||||||||
Preferred stock, shares outstanding (in shares) | shares | 0 | 0 | 0 | 0 | ||||||||||||||||||||
Potential exchange price (in usd per share) | $ / shares | $ 10.5 | $ 10 | $ 10 | $ 10.5 | ||||||||||||||||||||
Compensation expense | $ 27,001 | $ 3,507 | $ 2,828 | $ 10,085 | $ 23,153 | $ 107,808 | ||||||||||||||||||
Deemed dividend for accrual of preferred stock return | $ (9,150) | [1] | 37,100 | 2,200 | ||||||||||||||||||||
Deemed dividend for extinguishment of redeemable noncontrolling interest and preferred equity | 32,002 | |||||||||||||||||||||||
Preferred units issued, value | 0 | 0 | [2] | $ 0 | [2] | $ 0 | ||||||||||||||||||
Preferred units redeemed for cash | 14,800 | |||||||||||||||||||||||
Convertible units, automatic exchange, number of trading days | 20 days | |||||||||||||||||||||||
Convertible units, automatic exchange, unit price (in dollars per share) | $ / shares | $ 12.75 | |||||||||||||||||||||||
Preferred Stock | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Preferred units redeemed for cash | $ 4,600 | 0 | ||||||||||||||||||||||
Preferred Stock | GWG Holdings | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Deemed dividend for extinguishment of redeemable noncontrolling interest and preferred equity | 46,200 | |||||||||||||||||||||||
Conversion of BCG Common Class A Units | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Additional value | 15,000 | |||||||||||||||||||||||
Compensation expense | $ 15,000 | |||||||||||||||||||||||
Minimum | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Potential exchange price (in usd per share) | $ / shares | $ 10.5 | $ 10.5 | ||||||||||||||||||||||
Series A Preferred Stock | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Preferred stock, shares authorized (in shares) | shares | 50,000,000 | 50,000,000 | ||||||||||||||||||||||
Preferred stock, shares issued (in shares) | shares | 0 | 0 | 0 | 0 | 2,796,864 | 2,796,864 | ||||||||||||||||||
Preferred stock, shares outstanding (in shares) | shares | 0 | 0 | 0 | 0 | 2,796,864 | |||||||||||||||||||
Liquidation preference (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Series A Preferred Stock | Subsequent Event | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Preferred stock, shares issued (in shares) | shares | 2,796,864 | |||||||||||||||||||||||
Preferred stock, shares outstanding (in shares) | shares | 2,796,864 | |||||||||||||||||||||||
Preferred Series A Subclass 0 | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Quarterly guaranteed payment, annual basis | 6% | 6% | 6% | 6% | ||||||||||||||||||||
Quarterly guaranteed payment, fiscal quarter basis | 1.50% | 1.50% | 1.50% | 1.50% | ||||||||||||||||||||
Guaranteed payment accrual | $ 25,000 | $ 3,800 | $ 20,900 | $ 20,900 | $ 25,000 | |||||||||||||||||||
Percentage redeemable | 12.50% | 12.50% | 12.50% | 12.50% | ||||||||||||||||||||
Maximum percentage redeemable | 50% | 50% | 50% | 50% | ||||||||||||||||||||
Convertible shares of preferred stock, percentage redeemable | 12.50% | 12.50% | 12.50% | 12.50% | ||||||||||||||||||||
Aggregate capital accounts, issued | $ 251,700 | |||||||||||||||||||||||
Deemed dividend for extinguishment of redeemable noncontrolling interest and preferred equity | $ 1,700 | |||||||||||||||||||||||
Preferred Series A Subclass 1 | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Weighted average preferred return rate | 0.93% | 1.99% | 3.92% | 1.38% | 2.33% | 1.84% | ||||||||||||||||||
Deemed dividend | $ 106,100 | $ 96,500 | $ 96,500 | $ 106,100 | ||||||||||||||||||||
Limit on indebtedness, capital percent of NAV threshold | 55% | 55% | 55% | 55% | ||||||||||||||||||||
Limit on indebtedness, debt percent of NAV threshold | 40% | 40% | 40% | 40% | ||||||||||||||||||||
Aggregate capital accounts, converted | $ 193,900 | $ 319,000 | ||||||||||||||||||||||
Deemed dividend for accrual of preferred stock return | $ 6,900 | |||||||||||||||||||||||
Deemed dividend for extinguishment of redeemable noncontrolling interest and preferred equity | $ 12,500 | |||||||||||||||||||||||
Preferred Series A Subclass 1 | BCH | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Income allocation, percentage allocated to preferred stock | 50% | |||||||||||||||||||||||
Income allocation, annualized return required | 1% | |||||||||||||||||||||||
Preferred Series A Subclass 1 | Forecast | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Annual conversion limit | 20% | |||||||||||||||||||||||
Maximum conversion price (in dollars per share) | $ / shares | $ 18 | |||||||||||||||||||||||
Minimum conversion price (in dollars per share) | $ / shares | $ 10.5 | |||||||||||||||||||||||
Class S Ordinary | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Preferred stock, shares issued (in shares) | shares | 5,800,000 | |||||||||||||||||||||||
Preferred stock, shares outstanding (in shares) | shares | 5,800,000 | 5,800,000 | ||||||||||||||||||||||
Units converted (in shares) | shares | 16,708,817 | |||||||||||||||||||||||
Common stock exchange ratio | 1 | 1 | 1 | 1 | ||||||||||||||||||||
Common Class A | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Units converted (in shares) | shares | 1,396,457 | |||||||||||||||||||||||
Common Class A | Subsequent Event | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Units converted (in shares) | shares | 44,040,761 | 1.25 | ||||||||||||||||||||||
Price per unit (in dollars per share) | $ / shares | $ 2.29 | |||||||||||||||||||||||
Common Class B | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Units converted (in shares) | shares | 15,312,360 | |||||||||||||||||||||||
Common Class B | Subsequent Event | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Units converted (in shares) | shares | 1.25 | |||||||||||||||||||||||
Common Class A and B | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Common stock exchange ratio | 1 | 1 | ||||||||||||||||||||||
Preferred Series C Subclass 1 | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Weighted average preferred return rate | 0.93% | 1.99% | 3.92% | 1.38% | 2.33% | 0.75% | ||||||||||||||||||
Aggregate capital accounts, issued | $ 75,000 | |||||||||||||||||||||||
Preferred units issued, value | $ 75,000 | |||||||||||||||||||||||
Preferred return prior to initial public offering, numerator, basis spread over CPI | 0.50% | |||||||||||||||||||||||
Preferred return after initial public offering, numerator, basis spread over CPI | 0.75% | |||||||||||||||||||||||
Preferred return, denominator, basis spread over effective income tax rate | 1% | |||||||||||||||||||||||
Preferred Series C Subclass 1 | Subsequent Event | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Units converted (in shares) | shares | 44,040,761 | |||||||||||||||||||||||
Price per unit (in dollars per share) | $ / shares | $ 4.66 | |||||||||||||||||||||||
Class S Preferred | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Preferred stock exchange ratio | 1.2 | 1.2 | 1.2 | 1.2 | ||||||||||||||||||||
Preferred return earned | $ 200 | $ 200 | ||||||||||||||||||||||
Preferred Series B Subclass 2 | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Preferred units issued, value | $ 352,600 | |||||||||||||||||||||||
Preferred Series B Subclass 2 | GWG Holdings | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Aggregate capital accounts, issued | $ 319,000 | |||||||||||||||||||||||
Preferred Series B Subclass 2 | Preferred Stock | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Deemed dividend for accrual of preferred stock return | $ 8,400 | $ 37,100 | $ 2,200 | |||||||||||||||||||||
Preferred Series B Subclass 2 | Maximum | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Percentage of initial public listing price | 85 | 85 | ||||||||||||||||||||||
Preferred Series B Subclass 2 | Minimum | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Percentage of initial public listing price | 80 | 80 | ||||||||||||||||||||||
Class A and S Units | BCH | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Income allocation, percentage allocated to preferred stock | 50% | |||||||||||||||||||||||
Preferred Series C | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Convertible units, automatic exchange, minimum required capital account if all units not converted | $ 10,000 | |||||||||||||||||||||||
Preferred Series C Subclass 0 | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Aggregate capital accounts, converted | $ 14,800 | |||||||||||||||||||||||
Preferred units redeemed for cash | $ 14,800 | |||||||||||||||||||||||
Preferred return prior to initial public offering, numerator, basis spread over CPI | 0.50% | |||||||||||||||||||||||
Preferred return after initial public offering, numerator, basis spread over CPI | 0.75% | |||||||||||||||||||||||
Preferred return, denominator, basis spread over effective income tax rate | 1% | |||||||||||||||||||||||
Preferred return, multiplier percentage | 80% | |||||||||||||||||||||||
[1]Retroactively adjusted March 31, 2022 and three months ended June 30, 2022 for de-SPAC merger transaction as described in Note 4.[2]Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. Such adjustments are unaudited. |
Equity - Redeemable Noncontroll
Equity - Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||
Beginning balance, noncontrolling interests | $ 950,493 | [1] | $ 1,907,888 | $ 1,907,888 | |||||||
Deemed dividend upon issuance for U. S. GAAP to tax basis true-up | [2] | 314 | |||||||||
Exchange of BCH Preferred Series A.1 Unit Accounts for BCG Preferred Series B.2 Unit Accounts | (1,100) | ||||||||||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | 9,150 | [2] | (37,100) | $ (2,200) | |||||||
Put option liability on grant of BCH Preferred A.1 | (3,800) | ||||||||||
BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual | (4,100) | (3,900) | $ (3,800) | (15,800) | (1,300) | ||||||
Deemed dividend for extinguishment of redeemable noncontrolling interest and preferred equity | (32,002) | ||||||||||
Ending balance, noncontrolling interests | 251,052 | 1,907,888 | 950,493 | [1] | |||||||
Preferred Series A Subclass 0 | |||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||
Exchange of BCH Preferred Series A.1 Unit Accounts for BCG Preferred Series B.2 Unit Accounts | (251,700) | ||||||||||
Deemed dividend for extinguishment of redeemable noncontrolling interest and preferred equity | (1,700) | ||||||||||
Preferred Series A Subclass 1 | |||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||
Exchange of BCH Preferred Series A.1 Unit Accounts for BCG Preferred Series B.2 Unit Accounts | (193,900) | ||||||||||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | (6,900) | ||||||||||
Deemed dividend for extinguishment of redeemable noncontrolling interest and preferred equity | (12,500) | ||||||||||
Redeemable noncontrolling interests (Note 13) | |||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||
Beginning balance, noncontrolling interests | 1,144,353 | 1,186,098 | 1,195,812 | $ 1,547,135 | 1,186,098 | 1,547,135 | $ 1,588,604 | ||||
Net income (loss), temporary equity | 2,498 | (2,925) | 11,524 | (8,268) | (35,877) | ||||||
Tax distribution to noncontrolling interest | (5,592) | ||||||||||
Deemed dividend upon issuance for U. S. GAAP to tax basis true-up | (314) | [2] | (314) | 9,247 | |||||||
Exchange of BCH Preferred Series A.1 Unit Accounts for BCG Preferred Series B.2 Unit Accounts | (312,312) | ||||||||||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | (9,150) | [2] | (8,424) | (37,133) | (2,239) | ||||||
Put option liability on grant of BCH Preferred A.1 | (3,793) | ||||||||||
BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual | (4,105) | [3] | (3,868) | [2] | (3,788) | (15,822) | (1,264) | ||||
Deemed dividend for extinguishment of redeemable noncontrolling interest and preferred equity | (14,200) | ||||||||||
Ending balance, noncontrolling interests | 1,186,098 | 1,544,210 | 1,144,353 | 1,195,812 | 1,547,135 | ||||||
Redeemable noncontrolling interests (Note 13) | Exchange of Preferred Series B Subclass 2 | |||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||
Exchange of BCH Preferred Series A.1 Unit Accounts for BCG Preferred Series B.2 Unit Accounts | (312,312) | ||||||||||
Redeemable noncontrolling interests (Note 13) | Preferred Series A Subclass 0 | |||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||
Beginning balance, noncontrolling interests | 251,051 | 249,907 | 249,907 | 0 | 249,907 | 0 | 0 | ||||
Net income (loss), temporary equity | 3,788 | 15,822 | 1,264 | ||||||||
BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual | (3,788) | (15,822) | (1,264) | ||||||||
Deemed dividend for extinguishment of redeemable noncontrolling interest and preferred equity | (1,745) | ||||||||||
Ending balance, noncontrolling interests | 249,907 | 251,051 | 249,907 | 0 | |||||||
Redeemable noncontrolling interests (Note 13) | Preferred Series A Subclass 0 | Exchange of Preferred Series A Subclass 0 | |||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||
Exchange of BCH Preferred Series A.1 Unit Accounts for BCG Preferred Series B.2 Unit Accounts | 1,144 | 251,652 | |||||||||
Redeemable noncontrolling interests (Note 13) | Preferred Series A Subclass 1 | |||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||
Beginning balance, noncontrolling interests | $ 893,302 | $ 936,191 | 945,905 | $ 1,547,135 | 936,191 | 1,547,135 | 1,588,604 | ||||
Net income (loss), temporary equity | (1,290) | (4,298) | (9,532) | (35,877) | |||||||
Tax distribution to noncontrolling interest | (5,592) | ||||||||||
Deemed dividend upon issuance for U. S. GAAP to tax basis true-up | (314) | 9,247 | |||||||||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | (8,424) | (37,133) | (2,239) | ||||||||
Put option liability on grant of BCH Preferred A.1 | (3,793) | ||||||||||
Deemed dividend for extinguishment of redeemable noncontrolling interest and preferred equity | (12,455) | ||||||||||
Ending balance, noncontrolling interests | $ 936,191 | 893,302 | 945,905 | $ 1,547,135 | |||||||
Redeemable noncontrolling interests (Note 13) | Preferred Series A Subclass 1 | Exchange of Preferred Series B Subclass 2 | |||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||
Exchange of BCH Preferred Series A.1 Unit Accounts for BCG Preferred Series B.2 Unit Accounts | (312,312) | ||||||||||
Redeemable noncontrolling interests (Note 13) | Preferred Series A Subclass 1 | Exchange of Preferred Series A Subclass 0 | |||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||
Exchange of BCH Preferred Series A.1 Unit Accounts for BCG Preferred Series B.2 Unit Accounts | $ (1,144) | $ (251,652) | |||||||||
[1]Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. Such adjustments are unaudited.[2]Retroactively adjusted March 31, 2022 and three months ended June 30, 2022 for de-SPAC merger transaction as described in Note 4.[3]Retroactively adjusted March 31, 2023 for de-SPAC merger transaction as described in Note 4. |
Equity - Noncontrolling Interes
Equity - Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||||
Beginning balance | $ 1,728,413 | [1],[2] | $ 991,686 | $ 1,092,996 | $ 986,348 | $ 991,686 | $ 1,092,996 | $ 986,348 | $ 676,493 | |||||
Net loss | (1,155,970) | (86,348) | (100,906) | (22,964) | (252,100) | (105,133) | (50,872) | |||||||
Issuance of shares | 207,390 | |||||||||||||
Payment of employee payroll taxes on restricted equity units | (84) | [1] | (992) | [3] | (33) | (1,228) | (1,125) | (1,465) | (1,522) | |||||
Noncash issuance of noncontrolling interest and redeemable preferred equity | 374 | 299 | 9,189 | 5,978 | ||||||||||
Reclass of distributions payable to noncontrolling interest holder | 329 | [1] | 543 | [3] | 811 | 621 | 1,719 | 1,539 | 737 | |||||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | 9,150 | [3] | (37,100) | (2,200) | ||||||||||
Reclass of BCH Preferred A.1 from temporary to permanent equity | [1] | 699,441 | ||||||||||||
Issuance of noncontrolling interest | 2,430 | [3] | 2,430 | |||||||||||
Cash contribution for BCH Preferred Series C Unit Accounts | 14,800 | 14,800 | 130,200 | |||||||||||
Noncash issuance of BCH Preferred Series C Unit Accounts | 246 | 246 | 313 | |||||||||||
Promissory note exchange for BCH Preferred Series C Unit Accounts | 65,065 | |||||||||||||
Redemption of BCH Preferred Series C Unit Accounts | (14,800) | |||||||||||||
Purchase of noncontrolling interest | (131) | |||||||||||||
Reclass of allocated income for FLP Subclass 3 to payable | (933) | (23) | ||||||||||||
Annual reallocation of FLP | (2,100) | |||||||||||||
Adjustment for change in ownership interest | $ 3,200 | 0 | ||||||||||||
Ending balance | 1,280,947 | [1] | 1,842,649 | [3] | 991,686 | 984,887 | 1,728,413 | [1],[2] | 1,092,996 | 986,348 | ||||
Previously Reported [Member] | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||||
Beginning balance | 748,194 | |||||||||||||
Noncash issuance of noncontrolling interest and redeemable preferred equity | [3] | 11,973 | ||||||||||||
Ending balance | 748,194 | |||||||||||||
Post De-SPAC Transaction | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||||
Issuance of shares | [1] | 5,286 | ||||||||||||
Preferred Series A.1 | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | (6,900) | |||||||||||||
Preferred Series C | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||||
Cash contribution for BCH Preferred Series C Unit Accounts | 14,800 | 130,200 | ||||||||||||
Noncontrolling interests (Note 13) | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||||
Beginning balance | 142,213 | [1] | 277,888 | [3] | 337,676 | 364,844 | 277,888 | [3] | 337,676 | 364,844 | 112,527 | |||
Net loss | (44,552) | (34,744) | (58,977) | (132,644) | (33,851) | 43,045 | ||||||||
Payment of employee payroll taxes on restricted equity units | (919) | [3] | (1,190) | (919) | (1,190) | |||||||||
Noncash issuance of noncontrolling interest and redeemable preferred equity | 299 | 374 | 299 | 9,189 | 5,978 | |||||||||
Reclass of distributions payable to noncontrolling interest holder | 329 | [1] | 543 | [3] | 811 | 621 | 1,719 | 1,539 | 737 | |||||
Conversion of stock | (3,884) | |||||||||||||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | [1] | (6,942) | ||||||||||||
Reclass of BCH Preferred A.1 from temporary to permanent equity | [1] | 699,441 | ||||||||||||
Issuance of noncontrolling interest | 2,430 | [3] | 2,430 | |||||||||||
Noncontrolling interest reclass | 0 | 0 | 0 | |||||||||||
Cash contribution for BCH Preferred Series C Unit Accounts | 14,800 | 14,800 | 130,200 | |||||||||||
Noncash issuance of BCH Preferred Series C Unit Accounts | 246 | 246 | 313 | |||||||||||
Promissory note exchange for BCH Preferred Series C Unit Accounts | 70,285 | |||||||||||||
Redemption of BCH Preferred Series C Unit Accounts | (14,800) | |||||||||||||
Purchase of noncontrolling interest | (131) | |||||||||||||
Reclass of allocated income for FLP Subclass 3 to payable | (933) | (23) | ||||||||||||
Annual reallocation of FLP | (2,057) | |||||||||||||
Adjustment for change in ownership interest | 3,233 | |||||||||||||
Ending balance | 786,080 | [1] | 244,411 | [3] | 277,888 | [3] | 365,210 | 142,213 | [1] | 337,676 | 364,844 | |||
Noncontrolling interests (Note 13) | Previously Reported [Member] | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||||
Beginning balance | 142,214 | |||||||||||||
Noncash issuance of noncontrolling interest and redeemable preferred equity | [3] | 299 | ||||||||||||
Ending balance | 142,214 | |||||||||||||
Noncontrolling interests (Note 13) | Post De-SPAC Transaction | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||||
Issuance of shares | [1] | 133 | ||||||||||||
Noncontrolling interests (Note 13) | Trusts | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||||
Beginning balance | (118,299) | 982 | 57,022 | 79,885 | 982 | 57,022 | 79,885 | 27,062 | ||||||
Net loss | (13,866) | (28,711) | (55,229) | (117,861) | (30,513) | 47,582 | ||||||||
Noncash issuance of noncontrolling interest and redeemable preferred equity | 299 | 299 | 9,189 | 5,978 | ||||||||||
Reclass of distributions payable to noncontrolling interest holder | 329 | 543 | 811 | 1,719 | 1,539 | 737 | ||||||||
Ending balance | (132,361) | (27,973) | 982 | (118,299) | 57,022 | 79,885 | ||||||||
Noncontrolling interests (Note 13) | Trusts | Post De-SPAC Transaction | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||||
Issuance of shares | 133 | |||||||||||||
Noncontrolling interests (Note 13) | Class S Ordinary | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||||
Beginning balance | 52,560 | 69,831 | 73,579 | 78,245 | 69,831 | 73,579 | 78,245 | 85,448 | ||||||
Net loss | (29,365) | (6,043) | (3,748) | (16,987) | (4,811) | (6,920) | ||||||||
Payment of employee payroll taxes on restricted equity units | (459) | (459) | (595) | |||||||||||
Conversion of stock | [1] | (3,884) | ||||||||||||
Noncontrolling interest reclass | 1,116 | 740 | 1,199 | |||||||||||
Promissory note exchange for BCH Preferred Series C Unit Accounts | (915) | |||||||||||||
Annual reallocation of FLP | (941) | |||||||||||||
Adjustment for change in ownership interest | (567) | |||||||||||||
Ending balance | 19,311 | 63,329 | 69,831 | 52,560 | 73,579 | 78,245 | ||||||||
Noncontrolling interests (Note 13) | Class S Preferred | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||||
Beginning balance | 856 | 1,316 | 1,316 | |||||||||||
Payment of employee payroll taxes on restricted equity units | (460) | |||||||||||||
Ending balance | 856 | 856 | 1,316 | 856 | ||||||||||
Noncontrolling interests (Note 13) | Class S Preferred | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||||
Beginning balance | 857 | 1,316 | 1,316 | 1,201 | 1,316 | 1,316 | 1,201 | 17 | ||||||
Net loss | (30) | (15) | ||||||||||||
Payment of employee payroll taxes on restricted equity units | (460) | (595) | ||||||||||||
Noncontrolling interest reclass | 1,117 | 740 | 1,199 | |||||||||||
Annual reallocation of FLP | (1,116) | |||||||||||||
Ending balance | 1,316 | 857 | 1,316 | 1,201 | ||||||||||
Noncontrolling interests (Note 13) | Preferred Series A.1 | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||||
Net loss | (674) | |||||||||||||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | (6,942) | |||||||||||||
Reclass of BCH Preferred A.1 from temporary to permanent equity | 699,441 | |||||||||||||
Ending balance | 691,825 | |||||||||||||
Noncontrolling interests (Note 13) | Preferred Series C | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||||
Beginning balance | 205,759 | 205,759 | 205,759 | 205,513 | 205,759 | 205,759 | 205,513 | 0 | ||||||
Cash contribution for BCH Preferred Series C Unit Accounts | 14,800 | 130,200 | ||||||||||||
Noncash issuance of BCH Preferred Series C Unit Accounts | 246 | 313 | ||||||||||||
Promissory note exchange for BCH Preferred Series C Unit Accounts | 71,200 | |||||||||||||
Redemption of BCH Preferred Series C Unit Accounts | (14,800) | |||||||||||||
Adjustment for change in ownership interest | 3,800 | |||||||||||||
Ending balance | 205,759 | 205,759 | 205,759 | 205,759 | 205,759 | 205,513 | ||||||||
Noncontrolling interests (Note 13) | Class A of CT | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||||
Beginning balance | 1,337 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Net loss | (647) | 10 | (962) | |||||||||||
Issuance of noncontrolling interest | 2,430 | 2,430 | ||||||||||||
Purchase of noncontrolling interest | (131) | |||||||||||||
Ending balance | 690 | 2,440 | 0 | 1,337 | 0 | 0 | ||||||||
Noncontrolling interests (Note 13) | FLP | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||||
Beginning balance | $ 0 | $ 0 | 0 | $ 0 | 0 | $ 0 | 0 | 0 | ||||||
Net loss | 3,166 | 1,503 | 2,398 | |||||||||||
Noncontrolling interest reclass | (2,233) | (1,480) | (2,398) | |||||||||||
Reclass of allocated income for FLP Subclass 3 to payable | (933) | (23) | ||||||||||||
Ending balance | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||
[1]Retroactively adjusted March 31, 2023 for de-SPAC merger transaction as described in Note 4.[2]Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. Such adjustments are unaudited.[3]Retroactively adjusted March 31, 2022 and three months ended June 30, 2022 for de-SPAC merger transaction as described in Note 4. |
Equity - Class S Ordinary (Deta
Equity - Class S Ordinary (Details) - Class S Ordinary | Jun. 08, 2023 shares | Jun. 30, 2023 shares | Mar. 31, 2023 shares |
Class of Stock [Line Items] | |||
Units issued (in shares) | 5,400,000 | 5,800,000 | |
Units outstanding (in shares) | 5,400,000 | 5,800,000 | |
Common stock exchange ratio | 1 | 1 | |
Conversion of stock (in shares) | 404,542 |
Equity - FLP Units (Details)
Equity - FLP Units (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||||||
Net loss | $ (1,155,970) | $ (86,348) | $ (100,906) | $ (22,964) | $ (252,100) | $ (105,133) | $ (50,872) | |
Asset valuation adjustment | $ 321,900 | |||||||
Annual reallocation of FLP | $ 2,100 | |||||||
FLP Units Subclass 1 | ||||||||
Class of Stock [Line Items] | ||||||||
Allocation percentage | 50.50% | |||||||
FLP Units Subclass 2 | ||||||||
Class of Stock [Line Items] | ||||||||
Allocation percentage | 49.50% | |||||||
FLP Units Subclass 1 and 2 | ||||||||
Class of Stock [Line Items] | ||||||||
Profits interest on financing and other tax pass-through businesses | (15.00%) | 15% | ||||||
Net loss | $ 0 | 0 | 0 | $ 2,200 | $ 1,500 | $ 2,400 | ||
Upward carrying value adjustment, percentage of capital accounts | 15% | 15% | ||||||
FLP Units Subclass 1 and 2 | Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Net service fee revenue interest, EBITDA to revenue ratio | (20) | 0.2 | ||||||
FLP Units Subclass 1 and 2 | Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Net service fee revenue interest, EBITDA to revenue ratio | (50) | 0.5 | ||||||
Class S Ordinary | ||||||||
Class of Stock [Line Items] | ||||||||
Units issuable (in shares) | 32,190,584 | |||||||
Class S Ordinary | BHI | ||||||||
Class of Stock [Line Items] | ||||||||
Units to be received (in shares) | 1,515,000 | |||||||
Class S Ordinary | BMP | ||||||||
Class of Stock [Line Items] | ||||||||
Units to be received (in shares) | 1,485,000 | |||||||
FLP Units Subclass 3 | ||||||||
Class of Stock [Line Items] | ||||||||
Net loss | $ 0 | $ 0 | $ 0 | $ 900 | ||||
Net financing revenues, quarterly percentage | 5% | 5% | ||||||
Net financing revenues allocated, annualized stated interest percentage | 10% | 10% | ||||||
Tax and distributions, percentage of profits allocated | 100% | 100% |
Equity - Beneficiaries Customer
Equity - Beneficiaries Customer ExAlt Trusts (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||||
Noncash issuance of noncontrolling interest and redeemable preferred equity | $ 374 | $ 299 | $ 9,189 | $ 5,978 | |||
Charitable Beneficiaries | |||||||
Class of Stock [Line Items] | |||||||
Percentage of distributions entitled to residual beneficiary, distributions received | 2.50% | 2.50% | |||||
Percent of distributions entitled to residual beneficiary, payments on amounts due | 5% | 5% | |||||
Percent of distributions entitled to residual beneficiary, amount of excess cash collateral | 10% | 10% | |||||
Noncash issuance of noncontrolling interest and redeemable preferred equity | $ 100 | $ 300 | $ 0 | $ 300 | $ 9,200 | $ 6,000 |
Equity - Class A of CT Risk Man
Equity - Class A of CT Risk Management, L.L.C. (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||||
Purchase of noncontrolling interest | $ 0 | $ 0 | $ 131 | $ 0 | $ 5,592 | |
Class A of CT | ||||||
Class of Stock [Line Items] | ||||||
Minority interest sold | $ 2,400 | $ 2,400 | ||||
Percent of distributions entitled to residual beneficiary, amount of excess of capital contributions | 2% | 2% | ||||
Purchase of noncontrolling interest | $ 100 |
Net Loss per Unit - Schedule of
Net Loss per Unit - Schedule of EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Net loss | $ (1,155,970) | $ (86,348) | $ (100,906) | $ (22,964) | $ (252,100) | $ (105,133) | $ (50,872) | |||
Less: Net income (loss) attributable to noncontrolling interests | 44,552 | 36,247 | 60,267 | 136,942 | 43,383 | (7,168) | ||||
Less: Noncontrolling interest guaranteed payment | (4,105) | (3,868) | (3,788) | 0 | (15,822) | (1,264) | 0 | |||
Net loss attributable to The Beneficient Company Group, L.P. | (44,427) | (130,980) | (63,014) | (58,040) | ||||||
Less: Noncash deemed contribution on extinguishment of redeemable noncontrolling interest | 0 | 0 | 14,200 | 0 | ||||||
Less: Noncash deemed dividend on extinguishment of preferred equity interests of noncontrolling interest holders | 0 | 0 | (46,202) | 0 | ||||||
Net loss attributable to The Beneficient Company Group, L.P. common unitholders | (1,115,523) | (53,969) | $ (44,427) | $ (6,796) | $ (130,980) | $ (95,016) | $ (58,040) | |||
Weighted average common units outstanding - diluted (in shares) | 67,486,168 | 48,205,800 | 67,486,168 | 51,534,365 | 45,807,648 | |||||
Weighted average common units outstanding - basic (in shares) | 67,486,168 | 48,205,800 | 67,486,168 | 51,534,365 | 45,807,648 | |||||
Net loss attributable to The Beneficient Company Group, L.P. per common unit - Diluted | $ (0.66) | $ (0.14) | $ (1.94) | $ (1.84) | $ (1.27) | |||||
Net loss attributable to The Beneficient Company Group, L.P. per common unit - Basic | (0.66) | $ (0.14) | $ (1.94) | $ (1.84) | $ (1.27) | |||||
Common Class A | ||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Net loss attributable to The Beneficient Company Group, L.P. common unitholders | $ (1,013,454) | $ (48,786) | ||||||||
Weighted average common units outstanding - diluted (in shares) | [1] | 184,160,036 | 180,178,268 | |||||||
Weighted average common units outstanding - basic (in shares) | [1] | 184,160,036 | 180,178,268 | |||||||
Net loss attributable to The Beneficient Company Group, L.P. per common unit - Diluted | $ (5.5) | [1] | $ (0.27) | [1] | (0.27) | |||||
Net loss attributable to The Beneficient Company Group, L.P. per common unit - Basic | $ (5.5) | [1] | $ (0.27) | [1] | (0.27) | |||||
Common Class B | ||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Net loss attributable to The Beneficient Company Group, L.P. common unitholders | $ (102,069) | $ (5,183) | ||||||||
Weighted average common units outstanding - diluted (in shares) | [1] | 19,140,451 | 19,140,451 | |||||||
Weighted average common units outstanding - basic (in shares) | [1] | 19,140,451 | 19,140,451 | |||||||
Net loss attributable to The Beneficient Company Group, L.P. per common unit - Diluted | $ (5.33) | [1] | $ (0.27) | [1] | (0.27) | |||||
Net loss attributable to The Beneficient Company Group, L.P. per common unit - Basic | $ (5.33) | [1] | $ (0.27) | [1] | $ (0.27) | |||||
[1]Retroactively adjusted the three months ended June 30, 2022 for the de-SPAC |
Net Loss per Unit - Antidilutiv
Net Loss per Unit - Antidilutive Securities (Details) - shares | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total anti-dilutive units | 231,685,543 | 114,085,659 | 127,660,867 | 127,599,207 | 152,035,259 | 143,239,169 |
Class S Ordinary | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total anti-dilutive units | 5,511,967 | 5,834,296 | 5,834,296 | 5,835,822 | 5,811,251 | 5,720,627 |
Class S Preferred | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total anti-dilutive units | 48,403 | 86,606 | 88,606 | 93,678 | 72,126 | 15,288 |
Preferred Series A Subclass 0 | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total anti-dilutive units | 32,060,425 | 19,795,627 | 19,706,509 | 19,795,997 | 1,664,303 | 0 |
Preferred Series A Subclass 1 | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total anti-dilutive units | 112,360,624 | 63,880,240 | 79,711,972 | 78,972,518 | 121,956,222 | 127,088,320 |
Preferred Series C Subclass 1 | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total anti-dilutive units | 44,040,761 | 16,068,912 | 16,068,912 | 16,068,912 | 16,340,086 | 4,845,358 |
Restricted Stock Units | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total anti-dilutive units | 7,966,488 | 8,419,978 | 6,250,572 | 6,832,280 | 6,191,271 | 5,569,576 |
Warrants | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total anti-dilutive units | 29,696,875 | 0 |
Net Loss per Unit -Narrative (D
Net Loss per Unit -Narrative (Details) - Preferred Series C Subclass 1 - Subsequent Event | Jul. 10, 2023 $ / shares shares |
Subsequent Event [Line Items] | |
Units converted (in shares) | shares | 44,040,761 |
Price per unit (in dollars per share) | $ / shares | $ 4.66 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Mar. 31, 2022 |
Domestic Tax Authority | ||
Investments, Owned, Federal Income Tax Note [Line Items] | ||
Net operating loss carryforwards | $ 4.7 | $ 4.7 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred expense | |||||||
Federal | $ 0 | $ 397 | $ 1,072 | $ (1,072) | $ 0 | $ 3,459 | |
Income tax expense (benefit) | $ 0 | $ 397 | $ 1,072 | $ (273) | $ (1,072) | $ 0 | $ 3,459 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||||
Expected statutory income tax benefit | $ (9,381) | $ (51,011) | $ (20,403) | $ (19,949) | |||
Amounts attributable to non-taxable flow-through entities | 5,279 | 41,240 | 19,413 | 19,030 | |||
Amounts not deductible for income tax | 11 | 505 | (776) | 1,368 | |||
Change in valuation allowance | 5,163 | 8,194 | 1,766 | 3,010 | |||
Income tax expense (benefit) | $ 0 | $ 397 | $ 1,072 | $ (273) | $ (1,072) | $ 0 | $ 3,459 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Income Taxes (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Deferred income tax assets: | ||
Passthrough differences - temporary | $ 17,142 | $ 8,948 |
Net operating loss | 991 | 991 |
Non-current deferred income tax assets | 18,133 | 9,939 |
Deferred income tax liabilities: | ||
Other | 0 | (1,072) |
Non-current deferred income tax liabilities | 0 | (1,072) |
Less: valuation allowance | 18,133 | 9,939 |
Total deferred income tax liability | $ 0 | $ (1,072) |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Jun. 07, 2023 | Jan. 01, 2017 | May 31, 2019 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||||||
Other expenses (related party of $2,116 and $2,198) | $ 6,942 | $ 7,076 | $ 6,149 | $ 28,269 | $ 13,895 | $ 7,564 | ||||
Direct operating expenses | 1,153,227 | 48,907 | 33,216 | $ 25,601 | 148,269 | 126,431 | 187,742 | |||
Debt due to related parties | 12,359 | 14,622 | ||||||||
Receivable | 19,883 | 32,903 | ||||||||
Total balance | 58,800 | $ 72,600 | ||||||||
Monthly fee percentage | 0.01% | |||||||||
Advance rate | 82% | |||||||||
Constitution | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ownership percentage | 50.50% | |||||||||
Highland Consolidated, L.P. | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Outstanding loan balance | $ 12,700 | 3,300 | $ 14,000 | |||||||
Hicks Holdings L.L.C | Common Class B | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares held (in shares) | 1,322,208 | |||||||||
Board of Directors Controlled Entity | Constitution | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ownership percentage | 49.50% | |||||||||
MHT Financial L.L.C | Preferred Series A Subclass 0 and 1 | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Total balance | 23,000 | $ 22,200 | ||||||||
Beneficient Management Counselors, L.L.C. | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of board of directors, pre-decoupling | 49% | |||||||||
Percentage of members on management committee to select | 50% | 50% | ||||||||
Percentage of members on community committee to select | 50% | 50% | ||||||||
Percentage of board of directors | 49% | |||||||||
Bradley Capital Company, L.L.C. | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related party | $ 4,300 | $ 3,600 | ||||||||
Bradley Capital Company, L.L.C. | Services Agreement, Base Fee | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party fee | $ 500 | 400 | 400 | |||||||
Bradley Capital Company, L.L.C. | Services Agreement, Supplemental Fee | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party fee | $ 200 | 200 | 200 | |||||||
Bradley Capital Company, L.L.C. | Services Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Costs for retired/departed employees | 200 | 200 | ||||||||
Minimum value of securities held | $ 10,000 | $ 10,000 | ||||||||
Percentage of aggregate fair market value of Ben | 1% | 1% | ||||||||
Other expenses (related party of $2,116 and $2,198) | $ 700 | 600 | ||||||||
Debt due to related parties | 3,500 | $ 3,600 | ||||||||
Expenses from related party transaction | 600 | 2,600 | 4,100 | 3,800 | ||||||
Bradley Capital Company, L.L.C. | Services Agreement | CEO and Chairman | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Annual salary | 200 | 200 | ||||||||
Bradley Capital Company, L.L.C. | Aircraft Sublease | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party fee | 1,400 | 1,400 | ||||||||
Due to related party | 8,300 | 6,900 | ||||||||
Direct operating expenses | 1,400 | 1,600 | ||||||||
Expenses from related party transaction | 1,700 | 6,100 | ||||||||
Bradley Capital Company, L.L.C. | Guarantee Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party fee | 20,000 | |||||||||
Beneficient Holdings, Inc. | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party fee | 30 | |||||||||
Related party costs | 30 | |||||||||
Beneficient Holdings, Inc. | Contribution Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Maximum costs per year | 250 | 250 | ||||||||
RROC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party fee | 0 | |||||||||
Debt due to related parties, gross | 2,100 | 2,100 | ||||||||
Expenses from related party transaction | 0 | 800 | 0 | 0 | ||||||
Debt due to related parties, gross | 2,700 | 2,100 | ||||||||
Kansas TEFFI Economic Growth Trust | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party fee | 400 | 700 | ||||||||
Debt due to related parties | 100 | 100 | ||||||||
Receivable | 1,400 | |||||||||
Expenses from related party transaction | 0 | 2,700 | 0 | 0 | ||||||
Outstanding payables | 700 | 100 | ||||||||
Promissory notes | 1,400 | |||||||||
GWG Holdings | Shared Services Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Receivable | 17,000 | 17,800 | ||||||||
Cash received from related parties | 1,400 | $ 0 | 0 | 400 | $ 8,000 | $ 3,900 | ||||
Allowance for receivables | $ 15,600 | 8,900 | 15,600 | |||||||
Outstanding gross receivable | 8,900 | 17,800 | ||||||||
Hicks Holdings L.L.C | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Total balance | $ 75,700 | $ 72,600 |
Variable Interest Entities - Na
Variable Interest Entities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Variable Interest Entity [Line Items] | ||||||||
Total assets | $ 1,795,863 | $ 3,141,008 | $ 2,910,695 | [1] | ||||
Loss on financial instruments | (3,461) | $ (12,020) | $ (56,011) | $ (2,180) | (51,421) | $ 31,837 | $ (30,670) | |
Variable Interest Entity, Primary Beneficiary | CT Risk Management, L.L.C. | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Total assets | 1,700 | 4,000 | ||||||
Loss on financial instruments | $ (2,300) | $ 1,800 | 3,500 | $ 5,200 | $ 7,800 | |||
Variable Interest Entity, Not Primary Beneficiary | Bradley Capital | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Possible future guaranty obligation | $ 20,000 | |||||||
[1]Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. Such adjustments are unaudited. |
Variable Interest Entities - VI
Variable Interest Entities - VIE Financials (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
ASSETS | |||||||||||
Cash and cash equivalents | $ 3,057 | $ 70,588 | $ 8,726 | [1] | |||||||
Restricted cash | 821 | 5,517 | 819 | [1] | |||||||
Investments | 489,290 | 674,170 | 497,221 | ||||||||
Other assets, net (related party of $1,405 and $2,195) | 19,883 | 32,903 | |||||||||
Total assets | 1,795,863 | 3,141,008 | 2,910,695 | [1] | |||||||
LIABILITIES, TEMPORARY EQUITY, AND EQUITY | |||||||||||
Other liabilities (related party of $7 and $100) | 12,359 | 14,622 | |||||||||
Customer ExAlt Trusts loan payable, net | 49,529 | 65,674 | 52,129 | [1] | |||||||
Total liabilities | 263,864 | 241,434 | 231,789 | [1] | |||||||
The Beneficient Company Group, L.P. Partners' Capital: | |||||||||||
Treasury common units, at cost (544 units as of March 31, 2023 and March 31, 2022) | (3,444) | (3,444) | (3,444) | [1] | |||||||
Noncontrolling interests | 786,080 | 277,888 | 142,213 | [1] | |||||||
Accumulated other comprehensive income (loss) | 14,190 | (1,326) | 9,900 | [1] | |||||||
Total equity | 1,280,947 | [2] | $ 1,842,649 | [3] | 991,686 | $ 984,887 | 1,728,413 | [1],[2] | $ 1,092,996 | $ 986,348 | $ 676,493 |
Revenues | |||||||||||
Investment income (loss), net | 500 | (25,117) | (10,811) | 2,091 | (54,010) | 15,534 | 132,620 | ||||
Loss on financial instruments, net | (3,461) | (12,020) | (56,011) | (2,180) | (51,421) | 31,837 | (30,670) | ||||
Interest income | 116 | 85 | 73 | 412 | 7,398 | 2,082 | |||||
Total revenues | (2,743) | (37,044) | (66,618) | 2,364 | (104,903) | 55,311 | 140,329 | ||||
Operating expenses | |||||||||||
Interest expense | 3,784 | 3,619 | 2,110 | 15,471 | 27,457 | 32,551 | |||||
Provision for credit losses | 0 | 18,790 | 9,383 | 0 | 20,580 | 18,755 | 0 | ||||
Professional services | 10,373 | 7,857 | 5,449 | 4,939 | 38,422 | 17,801 | 19,045 | ||||
Other expenses | 6,942 | 7,076 | 6,149 | 28,269 | 13,895 | 7,564 | |||||
Total operating expenses | 1,153,227 | 48,907 | 33,216 | 25,601 | 148,269 | 126,431 | 187,742 | ||||
Net loss | (1,155,970) | (86,348) | (100,906) | (22,964) | (252,100) | (105,133) | (50,872) | ||||
Net income (loss) attributable to noncontrolling interests | (44,552) | (36,247) | (60,267) | (136,942) | (43,383) | 7,168 | |||||
Variable Interest Entity, Primary Beneficiary | |||||||||||
Operating expenses | |||||||||||
Net income (loss) attributable to noncontrolling interests | (13,866) | (28,711) | (55,229) | $ (12,832) | (117,861) | (30,513) | 47,582 | ||||
Variable Interest Entity, Primary Beneficiary | Customer ExAlt Trusts | |||||||||||
ASSETS | |||||||||||
Cash and cash equivalents | 1,662 | 10,024 | 3,259 | ||||||||
Restricted cash | 821 | 5,517 | 819 | ||||||||
Investments | 486,944 | 659,921 | 491,859 | ||||||||
Other assets, net (related party of $1,405 and $2,195) | 5,412 | 3,361 | 5,891 | ||||||||
Total assets | 494,839 | 678,823 | 501,828 | ||||||||
LIABILITIES, TEMPORARY EQUITY, AND EQUITY | |||||||||||
Accounts payable and accrued expenses | 2,458 | 5,350 | 1,945 | ||||||||
Other liabilities (related party of $7 and $100) | 108 | 479 | 132 | ||||||||
Customer ExAlt Trusts loan payable, net | 49,529 | 65,674 | 52,129 | ||||||||
Total liabilities | 52,095 | 71,503 | 54,206 | ||||||||
The Beneficient Company Group, L.P. Partners' Capital: | |||||||||||
Treasury common units, at cost (544 units as of March 31, 2023 and March 31, 2022) | (3,444) | (3,444) | (3,444) | ||||||||
Noncontrolling interests | (132,361) | 982 | (118,299) | ||||||||
Accumulated other comprehensive income (loss) | 14,190 | (1,326) | 9,900 | ||||||||
Total equity | (121,615) | (3,788) | (111,843) | ||||||||
Revenues | |||||||||||
Investment income (loss), net | 500 | (25,117) | (10,811) | (54,010) | 15,534 | 132,620 | |||||
Loss on financial instruments, net | (1,803) | (10,785) | (44,661) | (35,085) | 29,512 | (15,838) | |||||
Interest income | 8 | 4 | 0 | 54 | 7,110 | 1,798 | |||||
Total revenues | (1,295) | (35,898) | (55,472) | (89,041) | 52,156 | 118,580 | |||||
Operating expenses | |||||||||||
Interest expense | 1,874 | 2,329 | 1,046 | 8,956 | 0 | 4,675 | |||||
Provision for credit losses | 0 | 12,607 | 4,774 | 13,843 | 14,319 | 0 | |||||
Professional services | 1,261 | 582 | 0 | 5,032 | 350 | 0 | |||||
Other expenses | 357 | 600 | 1,860 | 1,905 | 695 | 502 | |||||
Total operating expenses | 3,492 | 16,118 | 7,680 | 29,736 | 15,364 | 5,177 | |||||
Net loss | (4,787) | (52,016) | (63,152) | (118,777) | 36,792 | 113,403 | |||||
Net income (loss) attributable to noncontrolling interests | $ (13,866) | $ (28,711) | $ (55,229) | $ (117,861) | $ (30,513) | $ 47,582 | |||||
[1]Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. Such adjustments are unaudited.[2]Retroactively adjusted March 31, 2023 for de-SPAC merger transaction as described in Note 4.[3]Retroactively adjusted March 31, 2022 and three months ended June 30, 2022 for de-SPAC merger transaction as described in Note 4. |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) Segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |||
Income Statement [Abstract] | |||||||||||
Investment income (loss), net | $ 500 | $ (25,117) | $ (10,811) | $ 2,091 | $ (54,010) | $ 15,534 | $ 132,620 | ||||
Loss on financial instruments, net | (3,461) | (12,020) | (56,011) | (2,180) | (51,421) | 31,837 | (30,670) | ||||
Interest income | 116 | 85 | 73 | 412 | 7,398 | 2,082 | |||||
Trust services and administration revenues | 102 | $ 8,400 | 0 | 0 | 20,300 | 19,400 | |||||
Total revenues | (2,743) | (37,044) | (66,618) | 2,364 | (104,903) | 55,311 | 140,329 | ||||
Employee compensation and benefits | 35,823 | 11,565 | 10,125 | 10,910 | 45,527 | 48,523 | 128,582 | ||||
Interest expense | 3,784 | 3,619 | 2,110 | 15,471 | 27,457 | 32,551 | |||||
Professional services | 10,373 | 7,857 | 5,449 | 4,939 | 38,422 | 17,801 | 19,045 | ||||
Provision for credit losses | 0 | 18,790 | 9,383 | 0 | 20,580 | 18,755 | 0 | ||||
Loss on impairment of goodwill | 1,096,305 | 0 | |||||||||
Other expenses | 6,942 | 7,076 | 6,149 | 28,269 | 13,895 | 7,564 | |||||
Total operating expenses | 1,153,227 | 48,907 | 33,216 | 25,601 | 148,269 | 126,431 | 187,742 | ||||
Operating loss | (1,155,970) | (85,951) | (99,834) | (23,237) | (253,172) | (71,120) | (47,413) | ||||
Other income | 2 | $ 0 | 86 | 2 | 36,267 | ||||||
Statement of Financial Position [Abstract] | |||||||||||
Investments | 489,290 | 497,221 | 674,170 | 497,221 | |||||||
Other assets, net (related party of $2,195 and nil) | 31,852 | 42,448 | 95,988 | 42,448 | |||||||
Goodwill and intangible assets, net | 1,274,721 | 2,371,026 | 2,370,850 | 2,371,026 | 2,370,850 | 2,371,035 | $ 2,371,199 | ||||
Total assets | 1,795,863 | 2,910,695 | [1] | 3,141,008 | $ 2,910,695 | [1] | |||||
Reportable segments | Segment | 3 | ||||||||||
Previously Reported [Member] | |||||||||||
Income Statement [Abstract] | |||||||||||
Trust services and administration revenues | 540 | 30 | |||||||||
Ben Liquidity | |||||||||||
Income Statement [Abstract] | |||||||||||
Operating loss | (903,026) | (32,853) | |||||||||
Statement of Financial Position [Abstract] | |||||||||||
Total assets | 1,135,322 | 2,111,580 | $ 2,111,580 | ||||||||
Ben Custody | |||||||||||
Income Statement [Abstract] | |||||||||||
Operating loss | (189,997) | 6,163 | |||||||||
Statement of Financial Position [Abstract] | |||||||||||
Total assets | 448,545 | 641,685 | 641,685 | ||||||||
Customer ExAlt Trusts | |||||||||||
Income Statement [Abstract] | |||||||||||
Operating loss | (38,410) | (80,172) | |||||||||
Statement of Financial Position [Abstract] | |||||||||||
Total assets | 495,322 | 502,306 | 502,306 | ||||||||
Operating Segments | Ben Liquidity | |||||||||||
Income Statement [Abstract] | |||||||||||
Investment income (loss), net | 0 | 0 | |||||||||
Loss on financial instruments, net | 0 | 0 | |||||||||
Interest income | 0 | 0 | |||||||||
Trust services and administration revenues | 121 | 0 | 510 | ||||||||
Total revenues | 12,007 | 14,311 | 17,911 | 50,819 | 56,439 | ||||||
Employee compensation and benefits | 2,493 | 2,204 | 2,200 | 8,527 | 8,328 | 6,216 | |||||
Interest expense | 758 | 634 | 538 | 2,893 | 12,812 | 11,496 | |||||
Professional services | 633 | 693 | 915 | 2,849 | 3,100 | 3,656 | |||||
Provision for credit losses | 0 | 0 | |||||||||
Loss on impairment of goodwill | 901,000 | ||||||||||
Other expenses | 654 | 531 | 436 | 2,313 | 2,127 | (165) | |||||
Total operating expenses | 915,033 | 47,164 | 38,210 | 97,331 | 35,248 | 26,581 | |||||
Operating loss | (20,299) | (46,512) | 21,191 | 25,238 | |||||||
Other income | 0 | 0 | |||||||||
Statement of Financial Position [Abstract] | |||||||||||
Investments held by Customer ExAlt Trusts (related party of $76,154 and $127,284) | 304,167 | 376,253 | 418,793 | 376,253 | |||||||
Investments | 0 | 0 | |||||||||
Other assets, net (related party of $2,195 and nil) | 6,275 | 9,447 | 31,563 | 9,447 | |||||||
Goodwill and intangible assets, net | 824,880 | 1,725,880 | 1,725,880 | ||||||||
Total assets | 2,111,580 | 450,356 | 2,111,580 | ||||||||
Operating Segments | Ben Custody | |||||||||||
Income Statement [Abstract] | |||||||||||
Investment income (loss), net | 0 | 0 | |||||||||
Loss on financial instruments, net | 0 | 0 | |||||||||
Interest income | 0 | 0 | |||||||||
Trust services and administration revenues | 8 | 8 | 8 | 30 | 30 | 30 | |||||
Total revenues | 6,576 | 7,290 | 8,416 | 29,042 | 20,288 | ||||||
Employee compensation and benefits | 560 | 459 | 517 | 2,219 | 2,031 | 1,915 | |||||
Interest expense | 0 | 0 | |||||||||
Professional services | 501 | 505 | 446 | 2,018 | 1,552 | 1,190 | |||||
Provision for credit losses | 0 | 0 | |||||||||
Loss on impairment of goodwill | 195,305 | ||||||||||
Other expenses | 207 | 163 | 152 | 759 | 512 | 382 | |||||
Total operating expenses | 196,573 | 1,127 | 1,115 | 4,996 | 4,095 | 3,487 | |||||
Operating loss | 7,301 | 24,046 | 16,193 | 15,922 | |||||||
Other income | 0 | 0 | |||||||||
Statement of Financial Position [Abstract] | |||||||||||
Investments held by Customer ExAlt Trusts (related party of $76,154 and $127,284) | 0 | 0 | |||||||||
Investments | 0 | 0 | |||||||||
Other assets, net (related party of $2,195 and nil) | 49,631 | 47,466 | 46,933 | 47,466 | |||||||
Goodwill and intangible assets, net | 398,914 | 594,219 | 594,219 | ||||||||
Total assets | 641,685 | 46,933 | 641,685 | ||||||||
Operating Segments | Customer ExAlt Trusts | |||||||||||
Income Statement [Abstract] | |||||||||||
Investment income (loss), net | 500 | (25,117) | (10,811) | (54,010) | 15,534 | 0 | |||||
Loss on financial instruments, net | (1,803) | (10,784) | (44,661) | (35,085) | 29,512 | (15,838) | |||||
Interest income | 8 | 4 | 0 | 54 | 7,110 | 1,819 | |||||
Trust services and administration revenues | 0 | 0 | |||||||||
Total revenues | (1,295) | (35,897) | (55,472) | (89,041) | 52,156 | ||||||
Employee compensation and benefits | 0 | 0 | |||||||||
Interest expense | 1,874 | 2,329 | 1,046 | 0 | 4,675 | ||||||
Professional services | 1,261 | 582 | 0 | 5,033 | 350 | ||||||
Provision for credit losses | 12,607 | 4,774 | 13,843 | 14,318 | |||||||
Other expenses | 356 | 600 | 1,860 | 1,905 | 695 | 502 | |||||
Total operating expenses | 37,115 | 44,275 | 38,141 | 158,997 | 98,506 | 80,817 | |||||
Operating loss | (93,613) | (248,038) | (46,350) | 37,784 | |||||||
Other income | 0 | 0 | |||||||||
Statement of Financial Position [Abstract] | |||||||||||
Investments held by Customer ExAlt Trusts (related party of $76,154 and $127,284) | 0 | 0 | |||||||||
Investments | 486,944 | 491,859 | 659,921 | 491,859 | |||||||
Other assets, net (related party of $2,195 and nil) | 8,378 | 10,447 | 20,106 | 10,447 | |||||||
Goodwill and intangible assets, net | 0 | 0 | |||||||||
Total assets | 502,306 | 680,027 | 502,306 | ||||||||
Corporate & Other | |||||||||||
Income Statement [Abstract] | |||||||||||
Investment income (loss), net | 0 | 0 | |||||||||
Loss on financial instruments, net | (1,658) | (1,236) | (11,350) | (16,336) | 2,325 | (14,832) | |||||
Interest income | 108 | 81 | 73 | 358 | 288 | 285 | |||||
Trust services and administration revenues | 94 | 0 | 0 | 0 | |||||||
Total revenues | (1,456) | (1,155) | (11,275) | (15,892) | 2,615 | 21,720 | |||||
Employee compensation and benefits | 32,770 | 8,902 | 7,408 | 34,781 | 38,164 | 0 | |||||
Interest expense | 1,152 | 656 | 526 | 3,621 | 14,645 | 16,380 | |||||
Professional services | 7,978 | 6,077 | 4,088 | 28,522 | 12,799 | 0 | |||||
Provision for credit losses | 6,183 | 4,609 | 6,737 | 4,437 | |||||||
Other expenses | 5,725 | 5,782 | 3,701 | 23,292 | 10,561 | 6,845 | |||||
Total operating expenses | 47,625 | 27,600 | 20,332 | 96,953 | 80,606 | 157,875 | |||||
Operating loss | (49,081) | (28,755) | (31,607) | (112,845) | (77,991) | (136,155) | |||||
Other income | 2 | 86 | 2 | 0 | |||||||
Statement of Financial Position [Abstract] | |||||||||||
Investments held by Customer ExAlt Trusts (related party of $76,154 and $127,284) | 0 | 0 | |||||||||
Investments | 2,346 | 5,362 | 14,249 | 5,362 | |||||||
Other assets, net (related party of $2,195 and nil) | 16,807 | 21,849 | 43,670 | 21,849 | |||||||
Goodwill and intangible assets, net | 50,927 | 50,927 | 2,370,850 | 50,927 | |||||||
Total assets | 70,080 | 78,138 | 2,428,769 | 78,138 | |||||||
Consolidating Eliminations | |||||||||||
Income Statement [Abstract] | |||||||||||
Interest income | 12,007 | 14,311 | (17,790) | (50,819) | (55,929) | (51,819) | |||||
Trust services and administration revenues | 6,568 | 7,282 | (8,408) | (29,012) | (20,258) | (19,379) | |||||
Total revenues | 18,575 | 21,593 | (26,198) | (79,831) | (76,187) | (71,220) | |||||
Interest expense | 29,780 | 23,691 | (24,694) | (110,905) | (70,963) | (63,463) | |||||
Other expenses | 3,844 | 4,466 | (5,767) | (18,354) | (12,180) | (12,177) | |||||
Provision for loan losses | 9,495 | 43,102 | (34,121) | (80,749) | (8,881) | (5,378) | |||||
Total operating expenses | 43,119 | 71,259 | (64,582) | (210,008) | (92,024) | (81,018) | |||||
Operating loss | 24,544 | 49,666 | 38,384 | 130,177 | 15,837 | 9,798 | |||||
Statement of Financial Position [Abstract] | |||||||||||
Investments held by Customer ExAlt Trusts (related party of $76,154 and $127,284) | (304,167) | (376,253) | (418,793) | (376,253) | |||||||
Investments | 0 | 0 | |||||||||
Other assets, net (related party of $2,195 and nil) | (49,239) | (46,761) | (46,284) | (46,761) | |||||||
Goodwill and intangible assets, net | 0 | 0 | |||||||||
Total assets | (353,406) | $ (423,014) | (465,077) | (423,014) | |||||||
Consolidating Eliminations | Ben Liquidity | |||||||||||
Income Statement [Abstract] | |||||||||||
Interest income | 12,007 | 14,311 | 17,790 | 50,819 | 55,929 | 51,819 | |||||
Trust services and administration revenues | 0 | 0 | |||||||||
Total revenues | 51,819 | ||||||||||
Interest expense | 0 | 0 | |||||||||
Other expenses | 0 | 0 | |||||||||
Provision for loan losses | 9,495 | 43,102 | 34,121 | 80,749 | 8,881 | 5,378 | |||||
Consolidating Eliminations | Ben Custody | |||||||||||
Income Statement [Abstract] | |||||||||||
Trust services and administration revenues | 6,568 | 7,282 | 8,408 | 29,012 | 20,258 | 19,379 | |||||
Total revenues | 19,409 | ||||||||||
Interest expense | 0 | 0 | |||||||||
Other expenses | 0 | 0 | |||||||||
Provision for loan losses | 0 | 0 | |||||||||
Consolidating Eliminations | Customer ExAlt Trusts | |||||||||||
Income Statement [Abstract] | |||||||||||
Interest income | 0 | 0 | |||||||||
Trust services and administration revenues | 0 | 0 | |||||||||
Total revenues | 118,601 | ||||||||||
Interest expense | 29,780 | 23,691 | 24,694 | 0 | 70,963 | 63,463 | |||||
Other expenses | 3,844 | 4,466 | 5,767 | 18,354 | $ 12,180 | 12,177 | |||||
Provision for loan losses | $ 0 | $ 0 | $ 0 | ||||||||
Segment Reconciling Items | |||||||||||
Income Statement [Abstract] | |||||||||||
Interest income | $ (22) | ||||||||||
Trust services and administration revenues | $ 8 | ||||||||||
[1]Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. Such adjustments are unaudited. |
Risks and Uncertainties (Detail
Risks and Uncertainties (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | |
Concentration Risk [Line Items] | |||
Carrying Value | $ 374,603 | $ 524,927 | $ 385,851 |
Alternative Investments | Industry Risk | |||
Concentration Risk [Line Items] | |||
Carrying Value | $ 374,603 | $ 524,927 | $ 385,851 |
Percent of Total | 100% | 100% | 100% |
Alternative Investments | Industry Risk | Software and services | |||
Concentration Risk [Line Items] | |||
Carrying Value | $ 54,169 | $ 91,507 | $ 54,944 |
Percent of Total | 14.50% | 17.40% | 14.20% |
Alternative Investments | Industry Risk | Diversified financials | |||
Concentration Risk [Line Items] | |||
Carrying Value | $ 46,509 | $ 88,418 | $ 52,544 |
Percent of Total | 12.40% | 16.80% | 13.60% |
Alternative Investments | Industry Risk | Food and staples retailing | |||
Concentration Risk [Line Items] | |||
Carrying Value | $ 38,195 | $ 33,817 | $ 38,210 |
Percent of Total | 10.20% | 6.40% | 9.90% |
Alternative Investments | Industry Risk | Utilities | |||
Concentration Risk [Line Items] | |||
Carrying Value | $ 28,224 | $ 29,865 | $ 28,043 |
Percent of Total | 7.50% | 5.70% | 7.30% |
Alternative Investments | Industry Risk | Capital goods | |||
Concentration Risk [Line Items] | |||
Carrying Value | $ 27,229 | $ 32,049 | $ 27,707 |
Percent of Total | 7.30% | 6.10% | 7.20% |
Alternative Investments | Industry Risk | Energy | |||
Concentration Risk [Line Items] | |||
Carrying Value | $ 27,076 | $ 29,238 | $ 26,721 |
Percent of Total | 7.20% | 5.60% | 6.90% |
Alternative Investments | Industry Risk | Health care equipment and services | |||
Concentration Risk [Line Items] | |||
Carrying Value | $ 22,807 | $ 28,361 | $ 23,626 |
Percent of Total | 6.10% | 5.40% | 6.10% |
Alternative Investments | Industry Risk | Other | |||
Concentration Risk [Line Items] | |||
Carrying Value | $ 130,394 | $ 134,056 | |
Percent of Total | 34.80% | 34.80% | |
Alternative Investments | Industry Risk | Other | |||
Concentration Risk [Line Items] | |||
Carrying Value | $ 162,762 | $ 128,422 | |
Percent of Total | 31.10% | 33.30% | |
Alternative Investments | Industry Risk | Telecommunication services | |||
Concentration Risk [Line Items] | |||
Carrying Value | $ 28,910 | $ 5,634 | |
Percent of Total | 5.50% | 1.50% | |
Net Assets, Geographic Area | Geographic Concentration Risk | |||
Concentration Risk [Line Items] | |||
Carrying Value | $ 374,603 | $ 524,927 | $ 385,851 |
Percent of Total | 100% | 100% | 100% |
Net Assets, Geographic Area | Geographic Concentration Risk | North America | |||
Concentration Risk [Line Items] | |||
Carrying Value | $ 233,105 | $ 326,039 | $ 239,951 |
Percent of Total | 62.20% | 62.10% | 62.20% |
Net Assets, Geographic Area | Geographic Concentration Risk | Asia | |||
Concentration Risk [Line Items] | |||
Carrying Value | $ 58,356 | $ 88,183 | $ 62,016 |
Percent of Total | 15.60% | 16.80% | 16.10% |
Net Assets, Geographic Area | Geographic Concentration Risk | South America | |||
Concentration Risk [Line Items] | |||
Carrying Value | $ 41,194 | $ 39,406 | $ 41,423 |
Percent of Total | 11% | 7.50% | 10.70% |
Net Assets, Geographic Area | Geographic Concentration Risk | Europe | |||
Concentration Risk [Line Items] | |||
Carrying Value | $ 39,032 | $ 66,790 | $ 38,874 |
Percent of Total | 10.40% | 12.70% | 10.10% |
Net Assets, Geographic Area | Geographic Concentration Risk | Africa | |||
Concentration Risk [Line Items] | |||
Carrying Value | $ 2,916 | $ 4,509 | $ 3,587 |
Percent of Total | 0.80% | 0.90% | 0.90% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 16, 2022 | Sep. 01, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 30, 2023 | Oct. 03, 2022 | Dec. 07, 2021 | |
Other Commitments [Line Items] | |||||||||||
Rental expense | $ 1,700 | $ 1,600 | $ 1,600 | $ 6,600 | $ 600 | $ 600 | |||||
Potential gross capital commitments | 60,200 | 69,100 | 61,100 | ||||||||
Capital funding commitment reserves | $ 100 | $ 100 | |||||||||
Portfolio percentage of unfunded commitment | 88% | 88% | |||||||||
Contingent consideration payable | $ 20,152 | $ 0 | |||||||||
Issuance of preferred stock to satisfy contingent consideration payable | $ 20,100 | $ 20,100 | |||||||||
Customer ExAlt Trusts | |||||||||||
Other Commitments [Line Items] | |||||||||||
Alternative investments acquired | $ 352,600 | ||||||||||
Paul Capital Advisors Lawsuit | |||||||||||
Other Commitments [Line Items] | |||||||||||
Estimate of potential negative impact | $ 350,000 | ||||||||||
Private Arbitration | |||||||||||
Other Commitments [Line Items] | |||||||||||
Total damages sought | $ 36,300 | ||||||||||
Chapter 11 Cases | Minimum | |||||||||||
Other Commitments [Line Items] | |||||||||||
Estimate of potential negative impact | $ 155,000 | ||||||||||
Chapter 11 Cases | Maximum | |||||||||||
Other Commitments [Line Items] | |||||||||||
Estimate of potential negative impact | 382,000 | ||||||||||
Official Committee of Bondholders Motion | |||||||||||
Other Commitments [Line Items] | |||||||||||
Estimate of potential negative impact | $ 500,000 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 01, 2022 | Sep. 30, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 01, 2021 | |||
Class of Stock [Line Items] | |||||||||||
Cash paid for interest | $ 0 | $ 2,000 | $ 6,600 | $ 8,700 | $ 6,400 | $ 12,200 | |||||
Exchange of preferred stock | 1,100 | ||||||||||
Deemed dividend for accrual of preferred stock return | (9,150) | [1] | 37,100 | 2,200 | |||||||
Issuance of shares | 207,390 | ||||||||||
Liability for guaranteed payment | 4,100 | 3,900 | 3,800 | 15,800 | 1,300 | ||||||
Distributions payable to charitable beneficiaries | 300 | 500 | 800 | 1,700 | 1,500 | 700 | |||||
Issuance of noncontrolling interest from reserved cash received in prior period | 2,400 | 2,400 | |||||||||
Noncash issuance of noncontrolling interest | 300 | 8,400 | 300 | 9,200 | 6,000 | ||||||
Issuance of preferred stock to satisfy contingent consideration payable | $ 20,100 | 20,100 | |||||||||
Promissory note receivable received as consideration in sale of fixed assets | $ 1,400 | ||||||||||
Liability related to funds retained for loan payable | $ 4,100 | ||||||||||
Issuance of stock for consideration in acquisition | 352,600 | ||||||||||
Aggregate amount received | 192,800 | ||||||||||
Liability for contingent issuance | 20,100 | ||||||||||
Liability for put option related to grant of preferred stock | 3,800 | ||||||||||
Deferred financing costs owed on debt due to related parties | 2,300 | ||||||||||
Issuance of preferred stock for contribution of alternative assets | 200 | 300 | |||||||||
Promissory note exchange for BCH Preferred Series C Unit Accounts | 65,065 | ||||||||||
Treasury shares recognized, value | 3,444 | ||||||||||
Collateral Swap | |||||||||||
Class of Stock [Line Items] | |||||||||||
GWG Holdings common stock | $ 84,600 | 84,600 | |||||||||
L Bonds | Collateral Swap | |||||||||||
Class of Stock [Line Items] | |||||||||||
Principal amount exchanged | $ 94,800 | 94,800 | |||||||||
Class A common stock, par value $0.001 per share | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of shares | 207,390 | ||||||||||
Promissory note exchange for BCH Preferred Series C Unit Accounts | (5,220) | ||||||||||
Exercise of common options | 57,500 | ||||||||||
Post De-SPAC Transaction | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of shares | [2] | 5,286 | |||||||||
Settlement of Liability Assumed at De-SPAC | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of shares | [2] | 2,745 | |||||||||
BCG Class A Units Received | |||||||||||
Class of Stock [Line Items] | |||||||||||
Exchange of preferred stock | 793,400 | ||||||||||
Preferred Series B Subclass 2 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Exchange of preferred stock | 791,900 | 312,300 | |||||||||
Preferred Series A Subclass 1 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Exchange of preferred stock | 193,900 | ||||||||||
Deemed dividend for accrual of preferred stock return | 6,900 | ||||||||||
Preferred Series A Subclass 0 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Exchange of preferred stock | $ 251,700 | ||||||||||
Issuance of preferred stock in exchange for conversion of preferred stock | $ 1,100 | ||||||||||
Capital account balance | $ 251,700 | ||||||||||
Common Class A | Post De-SPAC Transaction | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of shares | 5,300 | ||||||||||
Common Class A | Settlement of Liability Assumed at De-SPAC | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of shares | 2,700 | ||||||||||
Class S Ordinary | |||||||||||
Class of Stock [Line Items] | |||||||||||
Exchange of preferred stock | $ 3,900 | ||||||||||
Preferred Series C Subclass 1 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Capital account balance | $ 75,000 | ||||||||||
[1]Retroactively adjusted March 31, 2022 and three months ended June 30, 2022 for de-SPAC merger transaction as described in Note 4.[2]Retroactively adjusted March 31, 2023 for de-SPAC merger transaction as described in Note 4. |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Offsetting [Abstract] | |||||||||
Cash and cash equivalents | $ 3,057 | $ 8,726 | [1] | $ 70,588 | |||||
Restricted cash | 821 | 819 | [1] | 5,517 | |||||
Total cash, cash equivalents and restricted cash | $ 3,878 | $ 9,545 | $ 39,236 | $ 76,105 | $ 20,321 | $ 17,749 | $ 17,878 | $ 34,010 | |
[1]Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. Such adjustments are unaudited. |
Subsequent Events (Details)
Subsequent Events (Details) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 08, 2023 USD ($) $ / shares | Aug. 01, 2023 USD ($) $ / shares shares | Jul. 26, 2023 USD ($) $ / shares shares | Jul. 12, 2023 USD ($) | Jul. 11, 2023 employee | Jul. 10, 2023 $ / shares shares | Jun. 27, 2023 USD ($) | Jun. 08, 2023 shares | Jun. 07, 2023 USD ($) $ / shares shares | Jun. 06, 2023 $ / shares shares | Jun. 05, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Jul. 31, 2023 USD ($) | May 31, 2023 USD ($) | Mar. 31, 2022 USD ($) shares | ||
Subsequent Event [Line Items] | ||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||
Aggregate amount received | $ | $ 192,800,000 | |||||||||||||||||
Cash and cash equivalents | $ | $ 3,057,000 | $ 8,726,000 | [1] | $ 70,588,000 | ||||||||||||||
Net proceeds | $ | $ 1,800,000 | |||||||||||||||||
Units outstanding (in shares) | 67,486,000 | 67,486,000 | ||||||||||||||||
Units issued (in shares) | 67,486,000 | 67,486,000 | ||||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||||||||||||||
Avalon | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Cash and cash equivalents | $ | 27,900,000 | |||||||||||||||||
Transaction expense | $ | 26,100,000 | |||||||||||||||||
Services Agreement, Base Fee | Bradley Capital Company, L.L.C. | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Related party fee | $ | 500,000 | $ 400,000 | $ 400,000 | |||||||||||||||
Services Agreement, Supplemental Fee | Bradley Capital Company, L.L.C. | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Related party fee | $ | $ 200,000 | $ 200,000 | $ 200,000 | |||||||||||||||
Beneficient Warrants | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Units converted (in shares) | 23,625,000 | |||||||||||||||||
Warrants outstanding (in shares) | 23,757,500 | 23,757,500 | ||||||||||||||||
Warrants issued (in shares) | 23,757,500 | |||||||||||||||||
Standby Equity Purchase Agreement | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Standby Equity Purchase Agreement, expiration period | 36 months | |||||||||||||||||
Commitment fee | $ | $ 1,300,000 | |||||||||||||||||
Standby Equity Purchase Agreement | Maximum | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Standby Equity Purchase Agreement, sale of stock | $ | $ 250,000,000 | |||||||||||||||||
Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Employees furloughed | employee | 30 | |||||||||||||||||
Percentage of workforce furloughed | 20% | |||||||||||||||||
Alternative assets fair value | $ | $ 37,700,000 | $ 6,700,000 | ||||||||||||||||
Cash and cash equivalents | $ | $ 4,400,000 | $ 3,500,000 | ||||||||||||||||
Net proceeds | $ | $ 1,800,000 | |||||||||||||||||
Subsequent Event | Avalon | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Cash and cash equivalents | $ | 27,900,000 | |||||||||||||||||
Subsequent Event | BCH | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Ownership percentage | 100% | |||||||||||||||||
Subsequent Event | Services Agreement, Base Fee | Bradley Capital Company, L.L.C. | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Related party fee | $ | 460,000 | |||||||||||||||||
Subsequent Event | Services Agreement, Supplemental Fee | Bradley Capital Company, L.L.C. | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Related party fee | $ | $ 180,000 | |||||||||||||||||
Subsequent Event | Beneficient Warrants | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Units converted (in shares) | 23,625,000 | |||||||||||||||||
Warrants outstanding (in shares) | 23,757,500 | |||||||||||||||||
Warrants issued (in shares) | 23,757,500 | |||||||||||||||||
Subsequent Event | First and Second Lien Credit Agreement | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Interest rate | 9.50% | |||||||||||||||||
Installment payments | $ | $ 5,000,000 | |||||||||||||||||
Debt costs | $ | $ 100,000 | |||||||||||||||||
Subsequent Event | Standby Equity Purchase Agreement | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Standby Equity Purchase Agreement, expiration period | 36 months | |||||||||||||||||
Commitment fee | $ | $ 1,300,000 | |||||||||||||||||
Subsequent Event | Standby Equity Purchase Agreement | Maximum | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Standby Equity Purchase Agreement, sale of stock | $ | $ 250,000,000 | |||||||||||||||||
Preferred Series C Subclass 1 | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Units converted (in shares) | 44,040,761 | |||||||||||||||||
Price per unit (in dollars per share) | $ / shares | $ 4.66 | |||||||||||||||||
Common Class A | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Units converted (in shares) | 1,396,457 | |||||||||||||||||
Par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Shares held post conversion (in shares) | 2,956,480 | |||||||||||||||||
Minimum price per share (in dollars per share) | $ / shares | $ 5 | |||||||||||||||||
Maximum percentage of stock to sell | 10% | |||||||||||||||||
Stock issued (in shares) | 7,971,864 | |||||||||||||||||
Units outstanding (in shares) | 188,674,282 | 189,503,000 | 179,634,000 | |||||||||||||||
Units issued (in shares) | 188,674,282 | 190,047,000 | 180,178,000 | |||||||||||||||
Additional shares (in shares) | 699,216 | |||||||||||||||||
Stock outstanding following combination (in shares) | 189,379,498 | |||||||||||||||||
Common Class A | Maximum | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Volume weighted average share price (in dollars per share) | $ / shares | $ 8 | |||||||||||||||||
Common Class A | Minimum | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Volume weighted average share price (in dollars per share) | $ / shares | 5 | |||||||||||||||||
Common Class A | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Units converted (in shares) | 44,040,761 | 1.25 | ||||||||||||||||
Price per unit (in dollars per share) | $ / shares | $ 2.29 | |||||||||||||||||
Shares received (in shares) | 2,917,807 | |||||||||||||||||
Shares exercisable (in shares) | 942,249 | |||||||||||||||||
Par value (in dollars per share) | $ / shares | $ 4.66 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Conversion ratio | 1 | |||||||||||||||||
Shares held post conversion (in shares) | 2,956,480 | |||||||||||||||||
Minimum price per share (in dollars per share) | $ / shares | $ 5 | |||||||||||||||||
Maximum percentage of stock to sell | 10% | |||||||||||||||||
Stock issued (in shares) | 7,971,864 | |||||||||||||||||
Units outstanding (in shares) | 188,674,282 | |||||||||||||||||
Units issued (in shares) | 188,674,282 | |||||||||||||||||
Conversion of shares upon issuance (in shares) | 0.25 | |||||||||||||||||
Additional shares (in shares) | 699,216 | |||||||||||||||||
Stock outstanding following combination (in shares) | 189,379,498 | |||||||||||||||||
Common Class A | Subsequent Event | Maximum | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Volume weighted average share price (in dollars per share) | $ / shares | $ 8 | |||||||||||||||||
Common Class A | Subsequent Event | Minimum | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Volume weighted average share price (in dollars per share) | $ / shares | 5 | |||||||||||||||||
Series B Convertible Preferred Stock | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Price per unit (in dollars per share) | $ / shares | $ 10 | |||||||||||||||||
Shares received (in shares) | 3,768,995 | |||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||
Conversion price (in dollars per share) | $ / shares | 5.46 | |||||||||||||||||
Floor price (in dollars per share) | $ / shares | $ 2.73 | |||||||||||||||||
Series B Convertible Preferred Stock | Subsequent Event | Maximum | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Units issuable (in shares) | 13,805,842 | |||||||||||||||||
Warrants | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Shares received (in shares) | 942,249 | |||||||||||||||||
Series A Preferred Stock | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 2,796,864 | 0 | 0 | |||||||||||||||
Preferred stock, shares issued (in shares) | 2,796,864 | 2,796,864 | 0 | 0 | ||||||||||||||
Series A Preferred Stock | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Shares exercisable (in shares) | 942,249 | |||||||||||||||||
Units issuable (in shares) | 235,562 | |||||||||||||||||
Shares received (in shares) | 2,796,864 | |||||||||||||||||
Preferred stock, shares outstanding (in shares) | 2,796,864 | |||||||||||||||||
Preferred stock, shares issued (in shares) | 2,796,864 | |||||||||||||||||
Common Class B | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Units converted (in shares) | 15,312,360 | |||||||||||||||||
Par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||
Units outstanding (in shares) | 19,140,451 | 19,140,000 | 19,140,000 | |||||||||||||||
Units issued (in shares) | 19,140,451 | 19,140,000 | 19,140,000 | |||||||||||||||
Common Class B | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Units converted (in shares) | 1.25 | |||||||||||||||||
Par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||
Units outstanding (in shares) | 19,140,451 | |||||||||||||||||
Units issued (in shares) | 19,140,451 | |||||||||||||||||
Avalon Class A Common Stock | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Price per unit (in dollars per share) | $ / shares | $ 10.588 | |||||||||||||||||
Par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||
Aggregate amount received | $ | $ 20,000,000 | $ 25,000,000 | ||||||||||||||||
Reserve amount | $ | 20,000,000 | |||||||||||||||||
Transaction expense | $ | $ 26,100,000 | |||||||||||||||||
Avalon Class A Common Stock | Ben | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Aggregate amount received | $ | 5,000,000 | |||||||||||||||||
Disbursed amount | $ | $ 5,000,000 | |||||||||||||||||
Avalon Class A Common Stock | Ben | Forecast | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Aggregate amount received | $ | $ 5,000,000 | |||||||||||||||||
Avalon Class A Common Stock | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Price per unit (in dollars per share) | $ / shares | $ 10.588 | |||||||||||||||||
Par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||
Aggregate amount received | $ | $ 25,000,000 | |||||||||||||||||
Reserve amount | $ | 20,000,000 | |||||||||||||||||
Transaction expense | $ | $ 26,100,000 | |||||||||||||||||
Avalon Class A Common Stock | Subsequent Event | Ben | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Aggregate amount received | $ | 5,000,000 | |||||||||||||||||
Disbursed amount | $ | $ 5,000,000 | |||||||||||||||||
Avalon Class A Common Stock | Subsequent Event | River North, L.P. | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Aggregate amount received | $ | $ 20,000,000 | |||||||||||||||||
Series A Convertible Preferred Stock | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||
Series A Convertible Preferred Stock | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||
FPA, Purchased Shares | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Purchase agreement, transaction shares (in shares) | 1,064,333 | |||||||||||||||||
FPA, Purchased Shares | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Purchase agreement, transaction shares (in shares) | 1,064,333 | |||||||||||||||||
FPA, Prepaid Forward Shares | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Purchase agreement, transaction shares (in shares) | 1,892,147 | |||||||||||||||||
FPA, Prepaid Forward Shares | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Purchase agreement, transaction shares (in shares) | 1,892,147 | |||||||||||||||||
Class A common stock, par value $0.001 per share | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Price per unit (in dollars per share) | $ / shares | $ 10.588 | |||||||||||||||||
Class A common stock, par value $0.001 per share | Forward Purchase Agreement | Minimum | Forecast | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Price per unit (in dollars per share) | $ / shares | $ 10.588 | |||||||||||||||||
Class A common stock, par value $0.001 per share | Forward Purchase Agreement | Minimum | Forecast | On a daily basis, all sales must either exceed $8.00 per share | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Price per unit (in dollars per share) | $ / shares | 8 | |||||||||||||||||
Class A common stock, par value $0.001 per share | Forward Purchase Agreement | Minimum | Forecast | No sales below $5.00 per share | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Price per unit (in dollars per share) | $ / shares | 5 | |||||||||||||||||
Class A common stock, par value $0.001 per share | Forward Purchase Agreement | Minimum | Forecast | Purchaser shall not sell any shares for less than $10.588 | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Price per unit (in dollars per share) | $ / shares | $ 10.588 | |||||||||||||||||
Class A common stock, par value $0.001 per share | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Price per unit (in dollars per share) | $ / shares | $ 10.588 | |||||||||||||||||
Avalon Class B Common Stock | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Par value (in dollars per share) | $ / shares | 0.0001 | |||||||||||||||||
Avalon Class B Common Stock | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||
FLP Units Subclass 1 | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Percentage of accounts | 50.50% | |||||||||||||||||
FLP Units Subclass 2 | Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Percentage of accounts | 49.50% | |||||||||||||||||
[1]Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. Such adjustments are unaudited. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||||||
OTTI on AFS debt securities (Note 5) | $ 4,943 | $ 0 | $ 12,621 | $ 13,726 | $ 0 | ||
Bad debt expense on related party receivable (Note 9) | 4,440 | 0 | 6,723 | 5,029 | 0 | ||
Bad debt expense on other receivables | 0 | 0 | 1,236 | 0 | 0 | ||
Provision for credit losses | $ 0 | $ 18,790 | $ 9,383 | $ 0 | $ 20,580 | $ 18,755 | $ 0 |
Investments, at Fair Value - Re
Investments, at Fair Value - Reconciliation of Investment Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |||||||
(Loss) gain from change in NAV of alternative assets | $ (10,811) | $ 2,091 | $ (54,010) | $ 15,534 | $ (17,558) | ||
Gain on repurchase options (see Note 6) | 0 | 0 | 0 | 0 | 61,664 | ||
Gain on Collateral Swap (see Note 4) | 0 | 0 | 0 | 0 | 88,514 | ||
Investment income (loss), net | $ 500 | $ (25,117) | $ (10,811) | $ 2,091 | $ (54,010) | $ 15,534 | $ 132,620 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 10,408 | $ 8,836 |
Accumulated depreciation and amortization | (6,551) | (3,271) |
Fixed assets, net | 4,344 | 7,336 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Computer hardware and software | 9,899 | 7,506 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 0 | 750 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 188 | 265 |
Furniture, fixtures, and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 139 | 133 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 109 | 109 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 73 | 73 |
Internal use software in process | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, net | $ 487 | $ 1,771 |
Fixed Assets - Additional Infor
Fixed Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 0.6 | $ 3.6 | $ 1.8 | $ 0.9 |
Software Development | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | 0.6 | 3.4 | $ 1.6 | $ 0.7 |
Unamortized computer software costs | $ 4.3 | $ 3.5 |
Subsequent Events - Additional
Subsequent Events - Additional Equity Securities Information (Details) - USD ($) $ in Thousands | Jun. 06, 2023 | Nov. 29, 2021 |
Preferred Series A Subclass 1 | ||
Subsequent Event [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | $ 193,900 | $ 319,000 |
Preferred Series A Subclass 1 | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | 191,405 | |
Preferred Series A Subclass 1 | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Subsequent Event [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | 2,456 | |
Preferred Series A Subclass 1 | BHI | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | 177,195 | |
Preferred Series A Subclass 1 | Hicks Holdings Operating, LLC | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | 13,222 | |
Preferred Series A Subclass 1 | Board of Director, Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | 988 | |
Preferred Series A Subclass 1 | Board of Director, Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Subsequent Event [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | 734 | |
Preferred Series A Subclass 1 | Board of Director, Richard W. Fisher | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Subsequent Event [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | $ 1,722 | |
Class S Ordinary Units Received | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 15,312,000 | |
Class S Ordinary Units Received | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 1,396,000 | |
Class S Ordinary Units Received | BHI | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 14,176,000 | |
Class S Ordinary Units Received | Hicks Holdings Operating, LLC | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 1,058,000 | |
Class S Ordinary Units Received | Board of Director, Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 79,000 | |
Class S Ordinary Units Received | Board of Director, Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 659,000 | |
Class S Ordinary Units Received | Board of Director, Richard W. Fisher | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 738,000 | |
BCG Class B Units Received | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 15,312,000 | |
BCG Class B Units Received | BHI | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 14,176,000 | |
BCG Class B Units Received | Hicks Holdings Operating, LLC | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 1,058,000 | |
BCG Class B Units Received | Board of Director, Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 79,000 | |
BCG Class A Units Received | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 1,396,000 | |
BCG Class A Units Received | Board of Director, Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 659,000 | |
BCG Class A Units Received | Board of Director, Richard W. Fisher | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 738,000 | |
Subsequent Event | Preferred Series A Subclass 1 | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | $ 191,405 | |
Subsequent Event | Preferred Series A Subclass 1 | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Subsequent Event [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | 2,456 | |
Subsequent Event | Preferred Series A Subclass 1 | BHI | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | 177,195 | |
Subsequent Event | Preferred Series A Subclass 1 | Hicks Holdings Operating, LLC | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | 13,222 | |
Subsequent Event | Preferred Series A Subclass 1 | Board of Director, Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | 988 | |
Subsequent Event | Preferred Series A Subclass 1 | Board of Director, Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Subsequent Event [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | 734 | |
Subsequent Event | Preferred Series A Subclass 1 | Board of Director, Richard W. Fisher | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Subsequent Event [Line Items] | ||
Converted Capital Account Balance of BCH Preferred A.1 | $ 1,722 | |
Subsequent Event | Class S Ordinary Units Received | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 15,313 | |
Subsequent Event | Class S Ordinary Units Received | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 1,397 | |
Subsequent Event | Class S Ordinary Units Received | BHI | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 14,176 | |
Subsequent Event | Class S Ordinary Units Received | Hicks Holdings Operating, LLC | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 1,058 | |
Subsequent Event | Class S Ordinary Units Received | Board of Director, Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 79 | |
Subsequent Event | Class S Ordinary Units Received | Board of Director, Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 659 | |
Subsequent Event | Class S Ordinary Units Received | Board of Director, Richard W. Fisher | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 738 | |
Subsequent Event | BCG Class B Units Received | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 15,313 | |
Subsequent Event | BCG Class B Units Received | BHI | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 14,176 | |
Subsequent Event | BCG Class B Units Received | Hicks Holdings Operating, LLC | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 1,058 | |
Subsequent Event | BCG Class B Units Received | Board of Director, Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 79 | |
Subsequent Event | BCG Class A Units Received | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 1,397 | |
Subsequent Event | BCG Class A Units Received | Board of Director, Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 659 | |
Subsequent Event | BCG Class A Units Received | Board of Director, Richard W. Fisher | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | ||
Subsequent Event [Line Items] | ||
Units Received | 738 |