Cover
Cover - USD ($) | 12 Months Ended | ||
Mar. 31, 2024 | Jul. 05, 2024 | Sep. 29, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Mar. 31, 2024 | ||
Current Fiscal Year End Date | --03-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-41715 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 78,937,585 | ||
Documents Incorporated by Reference | None. | ||
Entity Central Index Key | 0001775734 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2024 | ||
Common Class A | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.001 per share | ||
Trading Symbol | BENF | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding (in shares) | 4,006,365 | ||
Warrants | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants | ||
Trading Symbol | BENFW | ||
Security Exchange Name | NASDAQ | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 239,257 |
Audit Information
Audit Information | 12 Months Ended |
Mar. 31, 2024 | |
Audit Information [Abstract] | |
Auditor Firm ID | 410 |
Auditor Name | Weaver and Tidwell, L.L.P. |
Auditor Location | San Antonio, Texas |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 | ||
ASSETS | ||||
Cash and cash equivalents | $ 7,913 | $ 8,726 | [1] | |
Restricted cash | 64 | 819 | [1] | |
Investments | 329,119 | 497,221 | ||
Other assets, net (related party of nil and $2,195) | 14,699 | 32,903 | [1] | |
Intangible assets | 3,100 | 3,100 | [1] | |
Goodwill | 13,606 | 2,367,926 | [1] | |
Total assets | 368,501 | 2,910,695 | [1] | |
LIABILITIES, TEMPORARY EQUITY, AND EQUITY | ||||
Accounts payable and accrued expenses (related party of $14,143 and $10,485) | 157,157 | 65,724 | [1] | |
Other liabilities (related party of $9,740 and $100) | 31,727 | 14,622 | [1] | |
Warrant liability | 178 | 0 | [1] | |
Customer ExAlt Trusts loan payable, net | 0 | 52,129 | [1] | |
Debt due to related parties | 120,505 | 99,314 | [1] | |
Total liabilities | 309,567 | 231,789 | [1] | |
Total temporary equity | 251,052 | 950,493 | [1] | |
Shareholder’s equity | ||||
Additional paid-in capital | [2] | 1,848,068 | 1,579,742 | [1] |
Accumulated deficit | (2,059,214) | 0 | [1] | |
Stock receivable | (20,038) | 0 | [1] | |
Treasury stock, at cost (9 shares as of March 31, 2024 and 2023) | (3,444) | (3,444) | [1] | |
Noncontrolling interests | 42,231 | 142,213 | [1] | |
Accumulated other comprehensive income (loss) | 276 | 9,900 | [1] | |
Total equity (deficit) | (192,118) | 1,728,413 | [1] | |
Total liabilities, temporary equity, and equity | 368,501 | 2,910,695 | [1] | |
Preferred Series A Subclass 0 | ||||
LIABILITIES, TEMPORARY EQUITY, AND EQUITY | ||||
Redeemable noncontrolling interests | 251,052 | 251,052 | [1] | |
Preferred Series A Subclass 1 | ||||
LIABILITIES, TEMPORARY EQUITY, AND EQUITY | ||||
Redeemable noncontrolling interests | 0 | 699,441 | [1] | |
Series A preferred stock | ||||
Shareholder’s equity | ||||
Preferred stock | 0 | 0 | [1] | |
Series B preferred stock | ||||
Shareholder’s equity | ||||
Preferred stock | 0 | 0 | [1] | |
Common Class A | ||||
Shareholder’s equity | ||||
Common stock | 3 | 2 | [1] | |
Common Class B | ||||
Shareholder’s equity | ||||
Common stock | 0 | 0 | [1] | |
Variable Interest Entity, Primary Beneficiary | ||||
ASSETS | ||||
Investments | 329,113 | 491,859 | [1] | |
Beneficient | ||||
ASSETS | ||||
Investments | $ 6 | $ 5,362 | [1] | |
[1] Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. Periods presented have been adjusted to reflect the 1-for-80 reverse stock split on April 18, 2024. See Note 1 - Summary of Significant Accounting Policies - Reverse Stock Split, for additional information. |
CONSOLIDATED STATEMENTS OF FI_2
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 | |
Investments held by Ben (related party of $6 and $1,371) | $ 329,119 | $ 497,221 | |
Other assets, net (related party of nil and $2,195) | 14,699 | 32,903 | [1] |
Accounts payable and accrued expenses (related party of $14,143 and $10,485) | 157,157 | 65,724 | [1] |
Other liabilities (related party of $9,740 and $100) | $ 31,727 | $ 14,622 | [1] |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 250,000,000 | 250,000,000 | |
Treasury stock common units (in shares) | 9,000 | 9,000 | |
Series A preferred stock | |||
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Series B preferred stock | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 4,000,000 | ||
Preferred stock, shares issued (in shares) | 226,932 | 0 | |
Preferred stock, shares outstanding (in shares) | 226,932 | 0 | |
Common Class A | |||
Common stock, par value (in dollars per share) | $ 0.001 | ||
Common stock, shares authorized (in shares) | 18,750,000 | ||
Common stock, shares issued (in shares) | 3,348,000 | 2,252,000 | |
Common stock, shares outstanding (in shares) | 3,339,000 | 2,244,000 | |
Common Class B | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized (in shares) | 250,000 | 250,000 | |
Common stock, shares issued (in shares) | 239,000 | 239,000 | |
Common stock, shares outstanding (in shares) | 239,000 | 239,000 | |
Variable Interest Entity, Primary Beneficiary | |||
Investments held by Ben (related party of $6 and $1,371) | $ 329,113 | $ 491,859 | [1] |
Beneficient | |||
Investments held by Ben (related party of $6 and $1,371) | 6 | 5,362 | [1] |
Related Party | |||
Other assets, net (related party of nil and $2,195) | 0 | 2,195 | |
Accounts payable and accrued expenses (related party of $14,143 and $10,485) | 14,143 | 10,485 | |
Other liabilities (related party of $9,740 and $100) | 9,740 | 100 | |
Related Party | Variable Interest Entity, Primary Beneficiary | |||
Investments held by Ben (related party of $6 and $1,371) | 552 | 76,154 | |
Related Party | Beneficient | |||
Investments held by Ben (related party of $6 and $1,371) | $ 6 | $ 1,371 | |
[1] Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | |||
Revenues | ||||
Investment income (loss), net | $ 4,791 | $ (54,010) | ||
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | (104,521) | (51,421) | ||
Interest and dividend income | 457 | 412 | ||
Trust services and administration revenues (related party of $30 and $30) | 365 | 30 | ||
Other income | 212 | 86 | ||
Total revenues | (98,696) | (104,903) | ||
Operating expenses | ||||
Employee compensation and benefits | 65,129 | 45,527 | ||
Interest expense, net (related party of $8,618 and $2,797) | 17,559 | 15,471 | ||
Professional services | 29,999 | 38,422 | ||
Provision for credit losses | 6,016 | 20,580 | ||
Loss on impairment of goodwill | 2,354,320 | 0 | ||
Loss on arbitration | 54,973 | 0 | ||
Other expenses, net (related party of $7,046 and $8,704) | 21,854 | 28,269 | ||
Total operating expenses | 2,549,850 | 148,269 | ||
Operating loss | (2,648,546) | (253,172) | ||
Loss on extinguishment of debt, net | 8,846 | 0 | ||
Loss before income taxes | (2,657,392) | (253,172) | ||
Income tax expense (benefit) | 788 | (1,072) | ||
Net loss | (2,658,180) | (252,100) | ||
Less: Net loss attributable to noncontrolling interests | 579,332 | 136,942 | ||
Less: Noncontrolling interest guaranteed payment | (16,793) | (15,822) | ||
Net loss attributable to Beneficient common shareholders | (2,095,641) | (130,980) | ||
Other comprehensive income: | ||||
Unrealized gain on investments in available-for-sale debt securities | 4,070 | 11,226 | ||
Total comprehensive loss | (2,091,571) | (119,754) | ||
Less: comprehensive gain attributable to noncontrolling interests | 4,070 | 11,226 | ||
Total comprehensive loss attributable to Beneficient | (2,095,641) | (130,980) | ||
Common Class A | ||||
Operating expenses | ||||
Net loss attributable to Beneficient common shareholders | $ (1,955,861) | $ (118,402) | ||
Earnings Per Share [Abstract] | ||||
Net loss per common unit attributable to common unitholders- basic (in dollars per share) | [1] | $ (673.31) | $ (52.57) | [2] |
Net loss per common unit attributable to common unitholders- diluted (in dollars per share) | [1] | $ (673.31) | $ (52.57) | [2] |
Weighted Average Number of Shares Outstanding [Abstract] | ||||
Weighted average common units outstanding - basic (in shares) | [1] | 2,904,851 | 2,252,228 | [2] |
Weighted average common units outstanding - diluted (in shares) | [1] | 2,904,851 | 2,252,228 | [2] |
Common Class B | ||||
Operating expenses | ||||
Net loss attributable to Beneficient common shareholders | $ (139,780) | $ (12,578) | ||
Earnings Per Share [Abstract] | ||||
Net loss per common unit attributable to common unitholders- basic (in dollars per share) | [1] | $ (584.23) | $ (52.57) | [2] |
Net loss per common unit attributable to common unitholders- diluted (in dollars per share) | [1] | $ (584.23) | $ (52.57) | [2] |
Weighted Average Number of Shares Outstanding [Abstract] | ||||
Weighted average common units outstanding - basic (in shares) | [1] | 239,256 | 239,256 | [2] |
Weighted average common units outstanding - diluted (in shares) | [1] | 239,256 | 239,256 | [2] |
Variable Interest Entity, Primary Beneficiary | ||||
Operating expenses | ||||
Less: Net loss attributable to noncontrolling interests | $ 44,175 | $ 117,861 | ||
Consolidated Entity, Excluding Consolidated VIE | ||||
Operating expenses | ||||
Less: Net loss attributable to noncontrolling interests | $ 535,157 | $ 19,081 | ||
[1] Periods presented have been adjusted to reflect the 1-for-80 reverse stock split on April 18, 2024. See Note 1 - Summary of Significant Accounting Policies - Reverse Stock Split, for additional information. Retroactively adjusted the fiscal year ended March 31, 2023 for the de-SPAC merger transaction as described in Note 4. |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | $ (104,521) | $ (51,421) |
Trust services and administration revenues (related party of $30 and $30) | 365 | 30 |
Interest expense, net (related party of $8,618 and $2,797) | 17,559 | 15,471 |
Other expenses, net (related party of $7,046 and $8,704) | 21,854 | 28,269 |
Related Party | ||
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | (67,457) | (63,536) |
Trust services and administration revenues (related party of $30 and $30) | 30 | 30 |
Interest expense, net (related party of $8,618 and $2,797) | 8,618 | 2,797 |
Other expenses, net (related party of $7,046 and $8,704) | $ 7,046 | $ 8,704 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Recent Financings | Settlement of Liability | Series A preferred stock | Series B preferred stock | Class A common stock (2) | Class B common stock (2) | Class S Ordinary | Preferred Series C | Preferred Series B Subclass 1 Recent Financings | Preferred Stock Series A preferred stock | Preferred Stock Series B preferred stock | Preferred Stock Series B preferred stock Settlement of Liability | Preferred Stock Preferred Series B Subclass 1 Recent Financings | Common Class A and B Series A preferred stock | [1] | Common Class A and B Class A common stock (2) | Common Class A and B Class A common stock (2) Recent Financings | [1] | Common Class A and B Class A common stock (2) Settlement of Liability | [1] | Common Class A and B Class B common stock (2) | Common Class A and B Class S Ordinary | [1] | Common Class A and B Preferred Series C | [1] | APIC (2) | [1] | APIC (2) Recent Financings | [1] | APIC (2) Settlement of Liability | [1] | APIC (2) Series A preferred stock | [1] | APIC (2) Class S Ordinary | [1] | APIC (2) Preferred Series C | [1] | APIC (2) Preferred Series B Subclass 1 Recent Financings | [1] | Accumulated Deficit | Stock Receivable | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Noncontrolling interests (Note $0.013) | Noncontrolling interests (Note $0.013) Recent Financings | Noncontrolling interests (Note $0.013) Class S Ordinary | Noncontrolling interests (Note $0.013) Preferred Series C | Noncontrolling interests (Note $0.013) Preferred Series B Subclass 1 Recent Financings | Redeemable noncontrolling interests | ||||
Beginning balance, preferred (in shares) at Mar. 31, 2022 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | [1] | 2,252,000 | 239,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2022 | $ 1,907,336 | $ 0 | $ 0 | $ 2 | [1] | $ 0 | [1] | $ 1,634,217 | $ 0 | $ 0 | $ (3,444) | $ (1,326) | $ 277,887 | $ 69,831 | $ 205,759 | |||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (263,624) | (130,980) | (132,644) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Recognition of share-based compensation cost | 10,085 | 10,085 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of employee payroll taxes on restricted equity units | (1,125) | (206) | (919) | (459) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of stock | 20,100 | 20,100 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Noncash issuance of noncontrolling interest and redeemable preferred equity | 11,973 | 11,674 | 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) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based awards to related party employees | 147 | 147 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend upon issuance for U. S. GAAP to tax basis true-up | 314 | 314 | $ (314) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized gain on investments in available-for-sale debt securities | 11,226 | 11,226 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | 37,133 | 37,133 | (37,133) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Reclass of allocated income for FLP Subclass 3 to payable | (933) | (933) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity issuance costs | (15) | (15) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption of BCG Preferred Series B.2 Unit Accounts | (4,637) | (4,637) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Annual reallocation of FLP | 0 | 2,057 | (2,057) | (941) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase of noncontrolling interest | (131) | (131) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, preferred (in shares) at Mar. 31, 2023 | 0 | 0 | 72,000 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 2,244,000 | 239,000 | 2,252,000 | [1] | 239,000 | [1] | ||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2023 | 1,728,413 | [2] | $ 0 | $ 0 | $ 2 | [1] | $ 0 | [1] | 1,579,742 | 0 | 0 | (3,444) | 9,900 | 142,213 | 52,560 | 205,759 | ||||||||||||||||||||||||||||||||||||||
Beginning balance, noncontrolling interests at Mar. 31, 2022 | 992,238 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | (314) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | 37,133 | 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 | [2] | 950,493 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (2,674,977) | (36,432) | (2,059,214) | (579,331) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Recognition of share-based compensation cost | 39,103 | 39,103 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of employee payroll taxes on restricted equity units | (116) | (116) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of stock (in shares) | 2,749,000 | 27,000 | 3,969,000 | 100,000 | [1] | 92,000 | 98,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of stock | (4,290) | $ 9,817 | $ 5,251 | $ 39,649 | $ 3 | $ 4 | (4,293) | $ 12,877 | $ 5,251 | $ 38,653 | $ (3,060) | $ 992 | ||||||||||||||||||||||||||||||||||||||||||
Conversion of stock (in shares) | (2,749,000) | 9,000 | 5,000 | 551,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock | $ 0 | $ 0 | $ 0 | $ (3) | $ 1 | $ 3 | $ 3,884 | $ 205,758 | (3,884) | (205,759) | ||||||||||||||||||||||||||||||||||||||||||||
Reclass of distributions payable to noncontrolling interest holder | (1,170) | (1,170) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-cash dividend to related party | (110) | (110) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based awards to related party employees | 110 | 110 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized gain on investments in available-for-sale debt securities | 4,070 | 4,070 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclassification of realized gain upon transfer from available-for-sale debt security to equity interest | (13,694) | (13,694) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | 0 | 6,942 | (6,942) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Equity issuance costs | (1,895) | (1,895) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption of BCG Preferred Series B.2 Unit Accounts | (1,413) | (1,413) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement of restricted stock units (in shares) | [1] | 68,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock receivable on prepaid forward purchase | (20,038) | (20,038) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclass of BCH Preferred A.1 Unit Accounts from temporary to permanent equity | 699,441 | 699,441 | 699,441 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase of noncontrolling interest | (269) | (269) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Series B-1 preferred stock to Class A common stock (in shares) | (3,769,000) | 173,000 | [1] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Series B-1 preferred stock to Class A common stock | 0 | $ (4) | 4 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, preferred (in shares) at Mar. 31, 2024 | 0 | 226,932 | 67,000 | 0 | 227,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2024 | 3,339,000 | 239,000 | 3,348,000 | [1] | 239,000 | [1] | ||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2024 | (192,118) | $ 0 | $ 0 | $ 3 | [1] | $ 0 | [1] | 1,848,068 | $ (2,059,214) | $ (20,038) | $ (3,444) | $ 276 | 42,231 | $ 0 | $ 0 | |||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss), temporary equity | 16,793 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | 0 | $ 6,942 | (6,942) | |||||||||||||||||||||||||||||||||||||||||||||||||||
BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual | 16,800 | (16,793) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclass of BCH Preferred A.1 from temporary to permanent equity | (699,441) | $ (699,441) | (699,441) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, noncontrolling interests at Mar. 31, 2024 | $ 251,052 | $ 251,052 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
[1] Periods presented have been adjusted to reflect the 1-for-80 reverse stock split on April 18, 2024. See Note 1 - Summary of Significant Accounting Policies - Reverse Stock Split, for additional information. Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows used in operating activities: | ||
Net loss | $ (2,658,180) | $ (252,100) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,775 | 3,606 |
Net amortization of debt premium and discount (related party of $(1,849) and $(6,154)) | (1,250) | (4,478) |
Loss on extinguishment of debt, net | 8,846 | 0 |
Loss on impairment of goodwill | 2,354,320 | 0 |
Loss on arbitration | 54,973 | 0 |
Loss on financial instruments, net (related party of $67,457 and $63,536) | 104,521 | 51,421 |
Return on investments in alternative assets held by Customer ExAlt Trusts | 0 | 12,409 |
Investment (income) loss, net | (4,791) | 54,010 |
Non cash interest expense (related party of $9,463 and $324) | 17,699 | 11,223 |
Non cash interest income | (446) | (359) |
Non cash share-based compensation | 39,103 | 10,085 |
Provision for credit losses | 6,016 | 20,580 |
Provision for deferred taxes | 0 | (1,072) |
Write-off of deferred financing costs for equity and fixed assets | 0 | 1,653 |
Changes in assets and liabilities: | ||
Changes in other assets | 5,965 | (13,013) |
Changes in accounts payable and accrued expenses | 8,628 | 11,236 |
Changes in other liabilities | 2,605 | (319) |
Net cash used in operating activities | (58,216) | (95,118) |
Cash flows from investing activities: | ||
Return of investments in alternative assets held by Customer ExAlt Trusts | 46,268 | 72,551 |
Purchase of investments in alternative assets held by Customer ExAlt Trusts | (1,420) | (2,589) |
Purchase of premises and equipment | (1,759) | (2,077) |
Proceeds from sale of put options by Ben | 968 | 0 |
Proceeds from sale of public equity securities held by Customer ExAlt Trusts | 0 | 2,583 |
Purchase of put options | 0 | (7,451) |
Net cash provided by investing activities | 44,057 | 63,017 |
Cash flows from financing activities: | ||
Proceeds from debt financings | 25,000 | 0 |
Payments on Customer ExAlt Trust loan payable | (6,780) | (17,907) |
Proceeds received from issuance of Class A common under equity purchase agreement | 1,122 | 0 |
Payment of deferred financing costs for debt | (1,585) | 0 |
Payment of deferred financing costs for equity | (8,091) | (6,116) |
Distribution to noncontrolling interest | (269) | (131) |
Payment of employee income taxes on restricted stock units and restricted equity units | (116) | (1,125) |
Proceeds from de-SPAC merger | 24,761 | 0 |
Payment for prepaid forward purchase agreement | (20,038) | 0 |
Payments on debt due to related parties | 0 | (750) |
Net cash (used in) provided by financing activities | 12,591 | (34,459) |
Net decrease in cash, cash equivalents, and restricted cash | (1,568) | (66,560) |
Cash, cash equivalents, and restricted cash at beginning of period | 9,545 | 76,105 |
Cash, cash equivalents, and restricted cash at end of period | 7,977 | 9,545 |
Preferred Series B Subclass 2 | ||
Cash flows from financing activities: | ||
Redemption of Preferred Unit Accounts | (1,413) | (4,637) |
Preferred Series A Subclass 1 | ||
Cash flows from financing activities: | ||
Redemption of Preferred Unit Accounts | $ 0 | $ (3,793) |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net amortization of debt premium and discount (related party of $(1,849) and $(6,154)) | $ (1,250) | $ (4,478) |
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | 104,521 | 51,421 |
Non cash interest expense (related party of $9,463 and $324) | 17,699 | 11,223 |
Related Party | ||
Net amortization of debt premium and discount (related party of $(1,849) and $(6,154)) | (1,849) | (6,154) |
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | 67,457 | 63,536 |
Non cash interest expense (related party of $9,463 and $324) | $ 9,463 | $ 324 |
Overview of the Business
Overview of the Business | 12 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview of the Business | Overview of the Business Legal Structure Beneficient, a Nevada corporation, is a technology-enabled financial services holding company (including its subsidiaries, but excluding its noncontrolling interest holders, collectively, “Ben,” “our,” “the Company, ” or “we”) that provides simple, rapid, cost-effective liquidity solutions and trust products and services to participants in the alternative assets industry through its end-to-end online platform, Ben AltAccess (as defined below). Prior to the conversion described below, Beneficient Management, L.L.C. (“Ben Management”), a Delaware limited liability company, was Ben’s general partner and Ben was controlled by, and the exclusive and complete authority to manage the operations and affairs of Ben was granted to, Ben Management’s Board of Directors. 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”). BCG, formerly known as Highland Consolidated Business Holdings, L.P., was formed on September 16, 2003. On June 6, 2023, following the BCG Recapitalization (as defined in Note 4) 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 members interests, referred to as the Class A Units of Ben LLC. Beneficient is designated as the sole managing member. In addition, certain additional amendments were made that principally focused on the management of Ben LLC by the managing member. After the adoption of the Ben LLC A&R LLCA, Beneficient contributed to Ben LLC all of the limited partnership interests and general partnership interests of Beneficient Company Holdings, L.P. (“BCH”) held by Beneficient (the “Contribution”), and Ben LLC became the general partner of BCH and the holder of 100% of the outstanding Class A Units of BCH. 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 merger transaction (the “Transaction”) with Avalon. On June 8, 2023, Beneficient began trading on the Nasdaq Global Market. See Note 4 for additional disclosures related to the Conversion and Transaction. 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, 2024, BCH has issued and outstanding general partnership Subclass 1 Class A Units (“BCH Class A Units”), Class S Ordinary Units of BCH (the “BCH Class S Ordinary Units”) , Class S Preferred Units of BCH (the “BCH 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”), and Preferred Series A Subclass 1 Unit Accounts (“BCH Preferred A.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 net worth (“MHNW”) individual investors (generally those with a net worth of $5.0 million to $30.0 million), small-to-midsize institutional (“STMI”) investors, family offices (“FAMOs”) and fund general partners and sponsors (“GPs” and together with MHNW individuals, STMI investors and FAMOs, “Customers”). Ben provides Customers seeking an early exit from their alternative asset investments a suite of bespoke liquidity solutions for their otherwise illiquid alternative asset investments through a proprietary financing and trust structure, which we implement for our customers (we refer to such 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 ”). In ExAlt Plan TM 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. 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 Customer 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 received by an ExAlt Trust from the corresponding 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’ e arnings 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. 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 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. 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 policies consistent with policies that would be underwritten domestically by BIC and fiduciary liability policies for managers and investors in alternative asset funds to cover losses from contractual indemnification and exculpation provisions arising under the governing documents of such funds. 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. 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 broker dealer and Financial Industry Regulation Authority (“FINRA”) member that is authorized to engage in private placements of securities. On May 3, 2022, FINRA issued its full approval of the change in ownership and MHT Securities’ name was changed to Beneficient Securities Company, L.P. and then subsequently the name was changed to AltAccess Securities Company, L.P. Since May 3, 2022, AltAccess Securities Company, L.P. has been registered as a securities broker-dealer with the SEC, FINRA, and certain states as determined by its business operations. Liquidity and Going Concern The Company's consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of March 31, 2024, we had unrestricted cash and cash equivalents of $7.9 million. Besides the unrestricted cash and cash equivalents, the Company’s principal sources of liquidity available to meet its contractual obligations are proceeds on ExAlt Loan payments and fee income derived from distributions on investments held by the Customer ExAlt Trusts and potential access to capital under the SEPA, however, our ability to access the cash distributions from the Customer ExAlt Trusts’ alternative asset portfolio is limited by the terms of the ExAlt Loans from Ben Liquidity to the Customer ExAlt Trusts and our ability to access proceeds from SEPA is subject to market conditions, such as trading volume, price of our Class A Common Stock and other factors beyond our control. For the years ended March 31, 2024 and 2023, we generated net losses totaling $2.7 billion and $252.1 million, respectively, which have resulted in an accumulated deficit of $2.1 billion as of March 31, 2024. In April 2024, $55 million in compensatory damages was assessed against the Company during a private arbitration. As of May 31, 2024, we had unrestricted cash and cash equivalents of approximately $6.4 million. All of these conditions raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date of issuance. We expect that the Company will require additional capital by issuing additional debt or equity to satisfy our obligations and fund our operations for the next twelve months, especially in light of the $55 million arbitration award against the Company. We continue to work with the claimant in the arbitration on settlement terms that could reduce the potential near term cash obligations associated with the arbitration. Also, we intend to potentially refinance some or all of the existing borrowings, including approximately $23.4 million of certain outstanding borrowing maturing in the remainder of fiscal year 2025, prior to their maturity, with either our current lenders or other lenders, continue to seek opportunities to reduce corporate overhead, and intend to raise capital through equity or debt investments in us by third parties, including through the SEPA, however, we cannot conclude these are probable of being implemented or, if probable of being implemented, being in sufficient enough amounts to satisfy our contractual amounts as they presently exist that are coming due over the next 12 months as of the date of such filing. 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. On June 20, 2024, the Company obtained stockholder approval pursuant to Nasdaq Listing Rule 5635(d) for the issuance of shares of Class A common stock to Yorkville in excess of the Exchange Cap. As a result, the Company may issue up to an aggregate of approximately $246.3 million worth of shares of Class A common stock following registration with the SEC. However, the decision regarding future sale of shares, including those under the SEPA, is subject to market conditions, such as trading volume, price of our Class A Common Stock and other factors beyond our control. As more fully described in Note 11, on October 19, 2023, we entered into a three-year $25.0 million term loan with HH-BDH LLC, which was fully drawn upon closing and, the proceeds of which were used or are intended to be used to repay certain outstanding obligations, fund development of our products, and provide additional working capital. The HH-BDH Credit Agreement contains certain financial maintenance covenants, including a debt service coverage ratio. If any of these limitations were to materially impede the flow of cash to us, our ability to service and repay our debt would be materially and adversely affected. 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. We will utilize our cash flows toward our contractual obligations, to invest in our business, including new product initiatives and growth strategies, including any potential acquisitions, and, if determined by our Board, to pay dividends to our equity holders, including guaranteed payments on certain of BCH’s preferred equity securities, and to fund tax distributions for certain noncontrolling interest holders. Our ability to fund these capital needs will depend on our ongoing ability to generate cash from operations and via the capital markets. While we have concluded that there is substantial doubt about our ability to continue as a going concern, our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty related to the Company’s ability to continue as a going concern. Operating Cost Reduction Plan On July 11, 2023, Beneficient’s board of directors (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 commenced the furlough of approximately 30 employees, representing approximately 20% of our workforce as of July 11, 2023. We also implemented a reduction in spending with third-party vendors in certain parts of our business as part of the plan to reduce operating expenses. Effective November 3, 2023, the Board approved additional measures to reduce the operating expenses of the Company, including the termination of the previously furloughed employees and the layoff of an additional 15 employees, representing approximately an additional 10% of our workforce as of November 3, 2023. We continue to focus efforts on reducing spending with third-party vendors in certain parts of our business as part of the plan to further reduce operating expenses. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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”) on a going concern basis, 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 (“ASC 810”), as amended. 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 (“ASC 946”). Thus, the investments in non-investment companies made by these funds are accounted for in accordance with ASC 946 and are not subject to consolidation or the disclosure requirements of ASC 810. Moreover, further consolidation provisions of ASC 946 are not applicable to Ben since these investment companies do not have an investment in an operating entity that provides services to the investment company or to Ben. 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 . Reverse Stock Split Following stockholder approval on April 18, 2024, the Company effected a reverse stock split of our Class A and Class B common stock at a ratio of 1-for-80 and a simultaneous proportionate reduction in the authorized shares of each class of Common Stock as required by Nevada Revised Statues Section 78.207 (the “Reverse Stock Split”). The Reverse Stock Split was effective as of April 18, 2024 (see Note 22). Proportional adjustments were made to the number of shares of common stock issuable upon exercise or conversion of the Company’s equity award, warrants, and other equity instruments convertible into common stock, as well as the applicable exercise price. All share and per share amounts of our Class A and Class B common stock presented have been retroactively adjusted to reflect the Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid in capital. Initial Recapitalization and Common Unit Conversion On June 6, 2023, immediately prior to the Conversion, BCG was recapitalized, as further described in Note 4. 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 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, determination of the allowance for credit losses as an input to the allocation of income (loss) to Ben’s or BCH’s equity holders, the allocation of income (loss) to Ben’s and BCH’s equity holders, evaluation of potential loss contingencies principally related to ongoing legal matters, and evaluation of potential impairment of goodwill and other intangibles. 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 and dividend income in the consolidated statements of comprehensive income (loss). Under the terms of certain of the ExAlt Plan TM 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, investments in private equity securities and other interests, 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 , permits, as a practical expedient, to estimate the fair value of these types of investments based on the net asset value (“NAV”) per share, or its equivalent, if the investment does not have a readily determinable fair value and if the NAV of such investments is calculated in a manner consistent with the measurement principles of ASC 946. The Company has elected to use NAV as a practical expedient to measure the fair value of these investments. These investments are valued based on the most recent available information, which typically has a delay due to the timing of financial information received from the individual investments. Accordingly, in determining the value of the investment, we may consider whether adjustments to the NAV are necessary in certain circumstances in which management is aware of material events that affect the value of the investments during the intervening period. 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. When our ownership percentage of an investment is greater than three to five percent, we categorize distributions from investments in alternative assets on our consolidated statement of cash flows using the cumulative earnings approach in accordance with ASC Topic 323, Investments — Equity Method and Joint Ventures . Under this approach, distributions received are classified as cash inflows from operating activities until such time that the cumulative distributions exceed cumulative earnings for the investment. When such an excess occurs, the excess portion of the current period distribution is considered a return of investment and is classified as a cash inflow from investing activities. • Investments in Public Equity Securities and Options Investments in public equity securities and options primarily represent common stock ownership in public companies (including GWG Holdings for periods prior to August 1, 2023) 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 represent ownership in privately held debt securities. Prior to August 1, 2023, investments in debt securities also included ownership in corporate debt securities, specifically, L Bonds of GWG Holdings (“L Bonds”) held by certain of the Customer ExAlt Trusts. Upon the effectiveness of GWG Holdings’ plan of reorganization on August 1, 2023, the investments in L Bonds converted to equity interests in the GWG Wind Down Trust, which are reflected in “other equity securities and interests.” These investments are classified and accounted for as available-for-sale (“AFS”) securities and are reported at fair value with unrealized gains and losses presented as a separate component of equity in the accumulated other comprehensive income line item. The Company follows ASC 326 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), a credit loss 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, only the credit loss component of the impairment is recognized in earnings, while the noncredit loss is recognized in accumulated other comprehensive income for available-for-sale securities. 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 credit loss 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 years ended March 31, 2024 and 2023, the Company recognized a credit loss on its investment in debt securities of nil and $12.6 million, respectively. Prior period credit losses substantially resulted from the Company’s 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 and Interests Ben and certain of the Customer ExAlt Trusts hold investments in equity securities of private companies with a readily determinable fair value, namely the GWG Wind Down Trust. As discussed above, on August 1, 2023, GWG Holdings’ plan of reorganization was declared effective and the Company’s investments in GWG Holdings’ common stock and L Bonds (previously accounted for as public equity securities and available-for-sale debt securities, respectively) were then transferred to an investment in the GWG Holdings Wind Down Trust. T he fair value of these equity interests is calculated using quoted prices for similar instruments observed in the equity capital markets and is classified as a Level 2 investment in the fair value hierarchy . Additionally, i nvestments in other equity securities are held by certain of the Customer ExAlt Trusts and represent ownership in equity securities of privately held companies, which do not have a readily determinable fair value. Equity securities that do not have readily determinable fair values are initially recorded at cost and subsequently remeasured, using the measurement alternative for equity investments that do not have readily determinable fair values, 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 . We determine if an arrangement is or contains a lease at inception. Operating leases with a term greater than one year are included in right-of-use-assets and lease liabilities. The right-of-use asset represents the Company’s right to use an underlying asset for the lease term. Related lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term, using the rate the Company would pay to borrow amounts equal to the lease payments over the lease term (the Company’s incremental borrowing rate). For operating leases, expense is recognized on a straight-line basis over the lease term in other expenses in the consolidated statements of comprehensive income (loss). Common area maintenance and other related costs are considered variable lease payments and are expensed as incurred. The Company made an accounting policy election not to recognize short-term lease assets and liabilities (less than a 12-month term) or immaterial equipment leases in its balance sheets. 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 five The Company capitalizes certain costs related to the development of internal-use software. Costs incurred during the application development phase are capitalized. The types of costs capitalized during the application development phase primarily include consulting fees for third-party developers working on these projects. Costs related to the preliminary project stage and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over the estimated useful life of the asset, which ranges from 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 amount of goodwill initially recorded is based on the fair value of the acquired entity at the time of acquisition. Management performs goodwill and intangible asset impairment testing annually or when events occur, or circumstances change that would more likely than not indicate impairment has occurred. Goodwill impairment exists when the carrying value of goodwill exceeds its implied fair value. The Company conducts its annual impairment test on January 1 each year. 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. Warrant Liability The Company accounts for its outstanding warrants, which are principally comprised of those assumed in the Transaction (as described in Note 4), in accordance with the guidance contained in ASC 815, Derivatives and Hedging , whereby under that provision these warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies these warrant instruments as a liability at fair value and adjusts the instruments to fair value at each reporting period using quoted market prices. This liability is re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s consolidated statements of comprehensive income (loss). Such warrant classification is also subject to re-evaluation at each reporting period. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist primarily of trade payables comprised principally of outstanding legal fees and other professional service fees; accrued employee payroll, bonus, and commissions; accrued fees and other costs under the Bradley Capital Company service agreement and Aircraft Sublease (Note 16); accrued guaranteed payments related to the Preferred Series A-0 Unit Accounts (Note 13); and an accrued liability related to the equity award arbitration (Note 20 ). Other Liabilities Other lia bilities consist principally of a liability related to an interest commitment, deferred loan fees, 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 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 recognition threshold will result in either reduction of current or deferred tax assets, and/or recording of current or deferred tax liabilities. Interest and penalties related to income taxes are recorded in the other expense line item of the consolidated statements of comprehensive income (loss). Prior to the restructuring that resulted in Beneficient becoming a corporation, Beneficient was taxed as a Delaware Limited Partnership. In the event the subsequent entity, Beneficient a corporation, is audited by the taxing authority and assessed additional amounts due to the underpayment of tax in previous tax years, management intends to make the push-out election allowed by the U.S. Treasury Department. That election allows Beneficient to notify its partners of their share of imputed underpayment amounts for inclusion in their current tax returns. 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) holders, which consists of Related Entities, an entity affiliated with a related party, a third party, and certain directors, of Preferred A.1 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 Related Entities, an entity affiliated with a related party, a third party, and certain directors, of Preferred A.0 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 Share The Com pany computes net earnings (loss) per share attributable to common shareholders using the two-class method required for participating securities. The two-class method requires income available to common shareholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The two-class method also requires losses for the period to be allocated between common and participating securities based on their respective rights if the participating security contractually participates in losses. The Company determined that it had participating securities in the form of convertible, preferred equity securities. Basic net earnings (loss) per share attributable to common shareholders is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed in a similar manner, except that first the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares were issued using the treasury stock method or if-converted method based on the nature of such securities. See Note 14 for additional details. Investment Income (Loss), Net Investment income (loss), net consists of unrealized gains (losses) due to changes in NAV of alternative assets. 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 any expected insurance reimbursement, 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 equity-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. Expense is recognized on a straight-line basis over the requisite service period of the award, which is generally equal to the vesting period. The details of our equity-based compensation programs are discussed in Note 12 . Provision for Credit Losses The provision for credit losses consists of charges against earnings for credit losses on AFS debt securities and other financial instruments, bad debt expense on receivables related to the Shared Services Agreement with GWG Holdings, and bad debt expenses on other miscellaneous receivables. A reconciliation of provision for credit losses for each of the periods presented herein is presented below: Year Ended March 31, (in thousands) 2024 2023 Credit loss on AFS debt securities (Note 5) $ — $ 12,621 Bad debt expense on related party receivable (Note 9) — 6,723 Bad debt expense on other receivables 6,016 1,236 Provision for credit losses $ 6,016 $ 20,580 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 , (Topic 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The guidance also specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. 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 Recently Adopted On April 1, 2023, we adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326) (“CECL”), along with the subsequently issued guidance amending and clarifying various aspects of ASU 2016-13, using the modified retrospective method as required. In accordance with that method, the comparative period’s information continues to be reported under the relevant accounting guidance in effect for that period. Upon adoption of ASU 2016-13, the incurred loss impairment method was replaced with a new impairment model that reflects current expected lifetime losses for our ExAlt Loans receivables. The adoption of ASU 2016-13 resulted in a cumulative-effect adjustment to decrease opening common units (in the absence of retained earnings or accumulated deficit) prior to the consolidation of the Customer ExAlt Trusts by $61.1 million, resulting from an increase to our allowance for credit losses on ExAlt Loans. There is no impact to the consolidated financial statements as loans receivable on the ExAlt Loans and its related allowance for credit losses is eliminated in the presentation of the consolidated financial statements but such credit losses on the ExAlt Loans directly impacts the net income (loss) attributable to the various equity securities of Ben and BCH. The adoption of this new guidance did not result in a material impact to our available-for-sale debt securities portfolio or asset classes other than loans receivable. Accounting Standards Not Yet Adopted ASU 2023-09, Income Taxes , (Topic 740) was issued in December 2023, which expands income tax disclosure requirements to include additional information related to the rate reconciliation of our effective tax rates to statutory rates as well as additional disaggregation of taxes paid. The amendments in ASU 2023-09 also remove disclosures related to certain unrecognized tax benefits and deferred taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, or our fiscal year beginning April 1, 2025. The amendments may be applied prospectively or retrospectively, and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures. ASU 2023-07, Segment Reporting , (Topic 280) was issued in November 2023 and expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 will have no impact on the Company’s financial condition or results of operations. The Company is evaluating the impact to the related segment reporting disclosures. ASU 2020-04, Reference Rate Reform , (Topic 848) was issued in March 2020. The amendments in Topic 848 provide optional |
Understanding our Financial Sta
Understanding our Financial Statements and the Impact to the Common Shareholder | 12 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Understanding our Financial Statements and the Impact to the Common Shareholder | 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. T ransactions 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, t he 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 5.0% 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 between 1.0% and 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 generally at 2.8% per annum of the sum of the NAV and remaining unfunded commitment of the alternative assets held. Ben Liquidity and Ben Custody revenue recognized for the fiscal years ended March 31, 2024 and 2023 , is as follows: a. Ben Liquidity recognized $46.9 million and $50.8 million, in interest income during the fiscal years ended March 31, 2024 and 2023 , respectively. b. Ben Custody recognized $24.5 million and $29.0 million, in trust services and administration revenues during the fiscal years ended March 31, 2024 and 2023 , 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 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 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 shareholders and reiterates that the consolidation of the Customer ExAlt Trusts has no impact on the net income (loss) attributable to Beneficient’s common shareholders. Year Ended March 31, (in thousands) 2024 2023 Operating income (loss) Ben Liquidity $ (1,810,964) $ (46,512) Ben Custody (588,811) 24,046 Corporate & Other (210,169) (112,845) Less: Loss on extinguishment of debt, net (intersegment elimination) 3,940 — Less: Income tax expense (benefit) (allocable to Ben and BCH equityholders) 121 (1,072) Less: Net loss attributable to noncontrolling interests - Ben 535,157 19,081 Less: Noncontrolling interest guaranteed payment (16,793) (15,822) Net loss attributable to common shareholders $ (2,095,641) $ (130,980) 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 Ben’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 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 using either a variable rate or a fixed rate that compounds monthly. As a result of the change-of-control event on December 31, 2019 and the resulting valuation performed under ASC 805, Ben’s existing loan portfolio composed of ExAlt Loans made to the Customer ExAlt Trusts was evaluated as of December 31, 2019 for credit deterioration based on the intentions of all parties that the income allocations provisions of Ben operate under U.S. GAAP as if the Customer ExAlt Trusts were not consolidated for financial reporting purposes. Further, as required under ASC 805, each loan between Ben and the Customer ExAlt Trusts was evaluated and classified as either purchased credit impaired (“PCI”) or non-purchased credit impaired (“non-PCI”). For PCI loans, expected cash flows as of the date of valuation in excess of the fair value 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 loans, the difference between the fair value and unpaid principal balance of the loan as of the date of valuation is amortized or accreted to interest income over the contractual life of the loans using the effective interest method. In the event of prepayment, the remaining unamortized amount is recognized in interest income, which is eliminated upon the consolidation of the Customer ExAlt Trusts for financial reporting purposes. Non-interest Income In accordance with ASC Topic 606, Revenue from Contracts with Customers , the Company recognizes revenues when it transfers promised goods or services to customers in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. ASC Topic 606 does not apply to revenue associated with financial instruments, including debt or equity securities accounted for under ASC Topic 320, ASC Topic 321 or ASC Topic 323. ASC Topic 606 applies to income such as up-front fees, trust services fees and administration fees. Ben’s income considered in-scope of ASC Topic 606 is discussed below. 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 TM . 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 ten 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 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. CECL requires a company to estimate 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 can 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, a widely accepted commercial private equity database, 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 Treasury. The economic forecasts are applied over the cashflow projection period. 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, management’s determination of the allowance was 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, m anagement individually reviews all ExAlt Loans due to the low volume and non-homogenous nature of the current portfolio. Management relies heavily on statistical analysis, current NAV and distribution performance of the underlying alternative asset and industry trends related to alternative asset investments to estimate losses. Management evaluates the adequacy of the allowance by reviewing relevant internal and external factors that affect credit quality. The cash flows generated from the alternative asset interests supporting the collateral are the sole source of repayment of the ExAlt Loans and related interest. Ben recognizes any charge-off in the period in which it is determined, at which time impaired ExAlt Loans are written down to their estimated net present value. Interest income for purposes of determining income allocations to Ben’s and BCH’s equity holders is adjusted for any allowance for loan losses, which was approximately $113.4 million and $80.7 million, for the years ended March 31, 2024 and 2023, respectively. In addition, during the year ended March 31, 2024 , the Company recorded additional credit losses related to fee receivables of $25.5 million and other miscellaneous note receivables of $6.0 million. |
De-SPAC Merger Transaction
De-SPAC Merger Transaction | 12 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
De-SPAC Merger Transaction | De-SPAC Merger Transaction 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 $847.04 (for aggregate consideration of $25.0 million from unaffiliated third-parties). The AVAC FPA Shares were redeemed in connection with the Special Meeting and converted into shares of 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 36,956 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) 13,305 FPA Shares categorized as “Purchased Shares” (the “Purchased Shares”) and (ii) the remaining 23,651 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 A.0 (or such other senior most preferred security of Beneficient) as consideration for any shortfall amounts less than $5.0 million from the sale of the Purchased Shares. Purchaser has agreed for the first six months following the Business Combination not to sell any Purchased Shares below $400.00 per share or to sell more than 10% of the daily trading volume of the Class A common stock if the volume weighted average price of the Class A common stock is between $400.00 and $640.00 for any such trading day. Upon the sales of the Prepaid Forward Shares, the Purchaser will remit $847.04 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 $847.04 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 gain (loss) on financial instruments, net line item of the consolidated statements of comprehensive income (loss). The Purchaser has received at least $5.0 million in gross proceeds from the sale of some or all of the Purchased Shares and thus, there will be no requirement to issue the Purchaser any amount of BCH Preferred A.0 as consideration for any shortfall. No sales of any of the Prepaid Forward Shares have occurred as of March 31, 2024. To the Company’s knowledge, all shares purchased by the Purchaser in connection with the Forward Purchase Agreement were from unaffiliated third-parties. 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 BCH 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 par value $0.001 per share (“Class A common stock”), each BCG Class B Common Unit 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 “Common Stock”), and the capital account balance of the Preferred Series B Subclass 2 Unit Accounts of BCG (“BCG Preferred B.2 Unit Accounts”) converted into shares of Class A common stock at a rate based on a 20% discount to the $800.00 valuation of the Class A common stock (or $640.00). As a result, in the Conversion, we issued 1,076,462 shares of Class A common stock with respect to the BCG Class A Common Units, 239,256 shares of Class B common stock with respect to the BCG Class B Units and 1,175,632 shares of Class A common stock with respect to the BCG Preferred B.2 Unit Accounts. 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 BCH Class S Ordinary Units Received BCG Class B Units Received BHI $ 177,195 178 178 Bruce W. Schnitzer 988 1 1 Hicks Holdings Operating, LLC 13,222 14 14 Total $ 191,405 193 193 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 BCH Class S Ordinary Units Received BCG Class A Units Received Bruce W. Schnitzer $ 734 9 9 Richard W. Fisher 1,722 10 10 Total $ 2,456 19 19 As part of the conversion to BCG Class A Common Units, additional value of approximately $15.0 million was provided to certain holders who are members of our Board. The additional value was accounted for as compensation, which resulted in incremental stock-based compensation expense of $15.0 million during the fiscal year ending March 31, 2024. Closing of the Transaction On June 7, 2023, the Company completed its previously announced de-SPAC merger transaction with Avalon. Each share of Avalon common stock issued and outstanding immediately prior to that date automatically converted into one share of Class A common stock and one share of Series A preferred stock of Beneficient. Additionally, each Avalon Warrant (defined below) automatically converted into a Warrant (defined below). Accordingly, the Company issued (i) an aggregate of 99,649 shares of Class A common stock to the former holders of 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 34,961 shares of Beneficient Series A preferred stock to non-redeeming Avalon Class A stockholders, and the Avalon Warrants converted into an aggregate of 295,313 redeemable Warrants. 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 to the Company. Proceeds from the Transaction were used to pay expenses related to the Transaction. Immediately after the Business Combination, 2,358,429 shares of Class A common stock were issued and outstanding, 239,256 shares of Class B common stock were issued and outstanding, 34,962 shares of Beneficient Series A preferred stock were issued and outstanding and 296,969 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 of a share of Class A common stock of Beneficient, or an aggregate of 8,595 additional shares of Class A common stock. Following such conversion, there were 2,367,244 shares of Class A common stock of Beneficient outstanding following the Business Combination. The Transaction is accounted for as a capital transaction in substance and not a business combination under ASC 805, Business Combinations (“ASC 805”). As a result, Beneficient is treated as the accounting acquirer and Avalon is treated as the acquired company for financial reporting purposes per ASC 805. Accordingly, for accounting purposes, the Transaction is treated similar to an equity contribution in exchange for the issuance of shares of common stock. The financial statements of the combined entity represent a continuation of the financial statements of Beneficient, and the net assets of Avalon have been stated at historical cost, with no goodwill or other intangible assets recorded. The equity and net loss per unit attributable to common equity holders of the Company, prior to the closing, have been retroactively restated as shares reflecting the common unit conversion ratio discussed above. 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. 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 capital as a reduction of proceeds. The expenses incurred by Avalon were either paid by Avalon prior to closing or netted against proceeds received by the Company at closing. Common Stock Warrants The Company assumed 194,063 publicly-traded Avalon Warrants (“Avalon Public Warrants”) and 101,250 private placement Avalon Warrants (“Avalon Private Warrants” and together with the Avalon Public Warrants, the “Avalon 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 $920.00 (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 $0.80 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 day period ending three 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 Avalon Acquisition Holdings, L.L.C (“the Avalon Sponsor”), and are generally identical to the Public Warrants, except they cannot be redeemed 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 March 31, 2024, there were 308,747 Warrants outstanding with a fair value of $0.2 million, as reflected in the warrant liability line item on the consolidated statements of financial condition. During the year ended March 31, 2024, a gain of $2.5 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 | 12 Months Ended |
Mar. 31, 2024 | |
Investments [Abstract] | |
Investments, at Fair Value | 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, other equity securities and interests (including those of a related party), and put options. The composition of investments recorded at fair value by holder is included in the table below (in thousands): March 31, 2024 March 31, 2023 Ben Customer ExAlt Trusts Ben Customer ExAlt Trusts Alternative assets $ — $ 293,916 $ — $ 385,851 Public equity securities and option — 4,897 4,742 8,087 Debt securities available-for-sale — 2,962 620 76,278 Other equity securities and interests 6 27,338 — 21,643 Total investments, at fair value $ 6 $ 329,113 $ 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 decrease in investments in alternative assets since March 31, 2023, was primarily driven by the transfer of $56.7 million in NAV to settle the Customer ExAlt Trust loan payable, as further described in Note 10, combined with $46.3 million in distributions. 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 balance sheet 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 from transferring an investment in a private equity fund. 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, 2024 and 2023, is summarized below (in thousands): Alternative Investments Portfolio Summary March 31, 2024 March 31, 2023 Asset Class Carrying Value Unfunded Commitments Carrying Value Unfunded Commitments Venture Capital $ 139,495 $ 2,548 $ 165,933 $ 2,810 Private Equity 116,462 38,401 145,073 47,218 Natural Resources 17,553 3,340 27,756 5,240 Private Real Estate 8,760 2,907 10,391 4,800 Hedge Funds 6,095 245 24,935 337 Other (1) 5,551 382 11,763 730 Total $ 293,916 $ 47,823 $ 385,851 $ 61,135 (1) “Other” includes earnouts, escrow, net other assets, and private debt strategies. As of March 31, 2024 , the Customer ExAlt Trusts collectively had exposure to 257 professionally managed alternative asset investment funds, comprised of 901 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 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, 2024 and March 31, 2023, the fair value of investments in public equity securities was $4.9 million and $8.8 million, respectively. The balance as of March 31, 2023 included an investment in GWG Holdings’ common stock held by Ben and the Customer ExAlt Trusts totaling $3.7 million . On August 1, 2023, GWG Holdings’ plan of reorganization was declared effective, and the securities held by the Company was exchanged for equity interests in the GWG Wind Down Trust (as defined herein). The interests in the GWG Wind Down Trust are reflected as an investment in “other equity securities and interests”. 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 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. These put options were sold in September 2023 for $1.0 million, resulting in a recognized loss at the time of sale of $0.7 million. The put options were 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) . No options were held as of March 31, 2024. As of March 31, 2023, the fair value of the put options was $4.0 million. For the years ended March 31, 2024 and 2023, Ben recognized net losses of $3.0 million and $3.5 million , respectively, on the put options, of which approximately $2.0 million and $2.5 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 As of March 31, 2024, investments in debt securities represent ownership in privately held debt securities. Investments in debt securities are classified and accounted for as available-for-sale, with unrealized gains and losses presented as a separate component of equity under the accumulated other comprehensive income (loss) line item. Prior to August 1, 2023, investments in debt securities also included ownership in corporate debt securities, specifically, L Bonds of GWG Holdings (“L Bonds”) held by certain of the Customer ExAlt Trusts. The L Bonds had a maturity date of August 8, 2023. However, upon the effectiveness of GWG Holdings’ plan of reorganization on August 1, 2023, the investments in L Bonds converted to equity interests in the GWG Wind Down Trust, which are reflected in “other equity securities and interests,” as of March 31, 2024. The amortized cost, estimated fair value, and unrealized gains and losses on investments in debt securities classified as available-for-sale as of March 31, 2024 and 2023 are summarized as follows: March 31, 2024 (Dollars in thousands) Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Other debt securities $ 2,685 $ 1,337 $ (1,060) $ 2,962 Total available-for-sale debt securities $ 2,685 $ 1,337 $ (1,060) $ 2,962 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 debt securities $ 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 March 31, 2024 and 2023: March 31, 2024 March 31, 2023 (Dollars in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate debt securities (L Bonds): Twelve months or longer $ — $ — $ 73,822 $ 7,924 Other debt securities: Less than twelve months — — 2,078 956 Twelve months or longer 1,964 1,060 — — Total available-for-sale debt securities with unrealized losses $ 1,964 $ 1,060 $ 75,900 $ 8,880 The noncredit-related portion of the net unrealized gains of $4.1 million and $11.2 million for the years ended March 31, 2024 and 2023 , respectively, was recognized as a component of accumulated other comprehensive income (loss). During the year ended March 31, 2024, there were no credit-related loss on its investment in debt securities available-for-sale. During the year ended March 31, 2023, the Company determined the credit-related portion on its investment in debt securities available-for-sale was $12.6 million, which is recorded in the provision for credit losses on the consolidated statements of comprehensive income (loss). The Company determined these losses were credit-related as it does not expect to recover the entire amortized cost basis of the security. The following table is a rollforward of credit-related losses recognized in earnings for the periods presented below: Year Ended March 31, (Dollars in thousands) 2024 2023 Balance, beginning of period $ 31,290 $ 18,669 Increase in credit-related loss amounts previously recognized — 12,621 Balance, end of period $ 31,290 $ 31,290 The contractual maturities of available-for-sale debt securities as of March 31, 2024 and 2023 are as follows: March 31, 2024 March 31, 2023 (Dollars in thousands) Amortized Cost Basis Fair Value Amortized Cost Basis Fair Value Due in one year or less $ 1,687 $ 1,964 $ 66,000 $ 75,900 No fixed maturity 998 998 998 998 $ 2,685 $ 2,962 $ 66,998 $ 76,898 Other Equity Securities and Interests Ben and certain of the Customer ExAlt Trusts hold investments in equity securities of private companies with a readily determinable fair value, including those of the GWG Wind Down Trust. On August 1, 2023, GWG Holdings’ plan of reorganization was declared effective and our investments in its common stock and L Bonds (previously accounted for as public equity securities and available-for-sale debt securities, respectively) were then exchanged for an investment in the GWG Holdings Wind Down Trust. The fair value of these equity interests was $0.6 million and $17.4 million as of March 31, 2024 and August 1, 2023, respectively. Refer to Note 6 for a reconciliation of the gain (loss) on financial instruments, net for each of the periods presented herein. Additionally, 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 using the measurement alternative for equity investments that do not have readily determinable fair values 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 $26.8 million and $21.6 million as of March 31, 2024 and 2023 , respectively. The increase in value is primarily due to new investments held as of March 31, 2024 that were not held as of March 31, 2023 . 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. During the year ended March 31, 2024, an impairment of $37.8 million was recognized, which is reflected in the gain (loss) on financial instruments, net line item on the consolidated statements of comprehensive income (loss). This impairment primarily relates to a new investment that was entered into during the third quarter, that was subsequently written off in the fourth quarter. There were no impairments to these equity securities during the year ended March 31, 2023 . |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 March 31, 2024 and 2023, the fair value of these investments using the NAV per share practical expedient was $293.9 million and $385.9 million, respectively. During the years ended March 31, 2024 and 2023, a gain of $4.8 million and loss of $54.0 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, 2024 and 2023 are presented below: As of March 31, 2024 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Public equity securities $ 4,897 $ — $ — $ 4,897 Other equity interests — 558 — 558 Debt securities available-for-sale, other — 998 1,964 2,962 Liabilities: Warrant liability 178 — — 178 Prepaid forward liability 14 — — 14 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): Year Ended March 31, 2024 2023 Public equity securities Related party equity securities $ (3,702) $ (63,536) Other public equity securities (237) 523 Put options (3,023) (3,460) Warrant liability 2,477 — Prepaid forward liability (14) — Derivative liability 1,581 4,595 Other equity securities and interests Related party, with a readily determinable fair value (1) (63,755) — Other, without a readily determinable fair value (37,848) 10,457 Gain (loss) on financial instruments, net $ (104,521) $ (51,421) (1) Includes realized net gains of $13.7 million related to the Company’s previously classified available-for-sale debt securities upon reclassification from accumulated other comprehensive income during the year ended March 31, 2024 . The following is a description of the valuation methodologies used for financial instruments measured at fair value on a recurring basis: Investment in other equity securities and interests with a readily determinable fair value As of March 31, 2024, the fair value of these equity interests is calculated using quoted prices for similar instruments observed in the equity capital markets and is classified as a Level 2 investment in the fair value hierarchy . There were no such securities as of March 31, 2023. Investment in debt securities available-for-sale Corporate debt securities (L Bonds). As of March 31, 2023 , the fair value of these debt securities is calculated using quoted spreads for similar instruments observed in the fixed income market and is classified as a Level 2 investment in the fair value hierarchy. There were no such securities as of March 31, 2024. Other debt securities. The fair value of these debt securities is calculated using the market approach adjusted for the recoverability of the security. 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 March 31, 2024 $ 1,964 Market Approach Enterprise value-to-revenue multiple 0.2x – 18.9x 1.77x March 31, 2023 $ 2,078 Market Approach Enterprise value-to-revenue multiple 0.2x – 18.9x 1.74x The following table reconciles the beginning and ending fair value of our Level 3 other debt securities: Year Ended March 31, (Dollars in thousands) 2024 2023 Beginning balance $ 2,078 $ 3,000 Gains (losses) recognized in accumulated other comprehensive income (loss) (1) (114) (922) Ending balance $ 1,964 $ 2,078 (1) Recorded in unrealized gain (loss) on available-for-sale debt securities. 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 March 31, 2023. As discussed in Note 10, there was no such derivative liability at March 31, 2024 as the derivative liability was extinguished along with its related debt on October 18, 2023 (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 The following table reconciles the beginning and ending fair value of our Level 3 derivative liability: (dollars in thousands) Year Ended Year Ended Beginning balance $ 3,513 $ 8,108 (Gains) losses recognized in earnings (1) (1,581) (4,595) Gain recognized in loss on extinguishment of debt, net (1,932) — Ending balance $ — $ 3,513 (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 March 31, 2024 and 2023, respectively. Financial instruments on a non-recurring basis 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 using the measurement alternative for equity investments that do not have readily determinable fair values at cost, less impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or a similar investm ent of the same issuer. The Company classifies the fair value measurement that occurred during the periods presented as Level 2 within the fair value hierarchy. The value of these equity securities was $26.8 million and $21.6 million as of March 31, 2024 and 2023 , respectively. The increase in value is primarily due to new investments held as of March 31, 2024 that were not held as of March 31, 2023 . 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 have been no adjustments since those reflected during the year ended March 31, 2023 . There were no other assets or liabilities measured at fair value on a non-recurring basis as of March 31, 2024 and 2023. Goodwill During each of the fiscal quarters of 2024, primarily as a result of significant, sustained declines 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. This resulted in us performing interim impairment assessments each fiscal quarter. As a result, during fiscal 2024, we wrote the carrying value of the Ben Liquidity, Ben Custody, Ben Insurance, and Ben Markets reporting units down to their estimated fair values and recognized cumulatively during fiscal 2024 a non-cash goodwill impairment charge of $2.4 billion, which is reflected in loss on impairment of goodwill in the consolidated statements of comprehensive income (loss). Prior to the goodwill impairment recorded during the current fiscal year, the Company had not previously recorded any impairments of goodwill. As such, the cumulative impairment loss as of March 31, 2024, is $2.4 billion. For each interim impairment assessment, 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 ranged from: 24.8% to 25.6% for June 30, 2023; from 25.3% to 26.2% for September 30, 2023; from 26.3% to 27.2% for December 31, 2023; and from 28.0% to 29.3% for March 31, 2024. The Company applied a terminal year long-term growth rate of 3.0% for each reporting unit during each of the interim impairment assessments. Remaining goodwill at March 31, 2024 relates to Ben Custody and Ben Markets. There was no excess of reporting unit fair value over carrying value for Ben Custody or Ben Markets as of March 31, 2024. The change in goodwill at each reporting unit was as follows: (dollars in thousands) March 31, 2023 Impairment March 31, 2024 Ben Liquidity $ 1,725,880 $ (1,725,880) $ — Ben Custody 594,219 (583,323) 10,896 Ben Insurance 37,942 (37,942) — Ben Markets 9,885 (7,175) 2,710 Total Goodwill $ 2,367,926 $ (2,354,320) $ 13,606 There were no other assets or liabilities measured at fair value on a non-recurring basis as of March 31, 2024 and 2023. 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 March 31, 2024 and 2023, were as noted in the table below: As of March 31, 2024 (Dollars in thousands) Level in Fair Value Hierarchy Carrying Amount Estimated Fair Value Financial assets: Cash and cash equivalents 1 $ 7,913 $ 7,913 Restricted cash 1 64 64 Financial liabilities: Debt due to related parties 2 120,505 129,327 Accounts payable and accrued expenses 1 157,157 157,157 As of March 31, 2023 (Dollars in thousands) Level in Fair Value Hierarchy Carrying Amount Estimated Fair Value 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, net 2 99,314 96,465 Accounts payable and accrued expenses 1 65,724 65,724 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | 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, 2024 March 31, 2023 Computer hardware and software $ 11,864 $ 9,899 Buildings 188 188 Furniture, fixtures, and equipment 139 139 Leasehold improvements 109 109 Other 73 73 Fixed assets, gross 12,373 10,408 Accumulated depreciation and amortization (10,327) (6,551) Internal use software in process 282 487 Fixed assets, net $ 2,328 $ 4,344 Depreciation and amortization expense related to fixed assets was $3.8 million and $3.6 million, for the years ended March 31, 2024 and 2023, respectively. The majority of our depreciation and amortization expense is related to the amortization of capitalized computer software costs, which was $3.7 million and $3.4 million, for the years ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and 2023, the unamortized computer software costs were $1.8 million and $3.5 million, respectively. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 12 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | Goodwill and Other Intangibles The following tables present activity in the Company’s goodwill and finite-lived and indefinite-lived intangible assets for the years ended March 31, 2024 and 2023. (Dollars in thousands) March 31, 2023 Impairment March 31, 2024 Amortization Goodwill Ben Liquidity $ 1,725,880 $ (1,725,880) $ — Indefinite Ben Custody 594,219 (583,323) 10,896 Indefinite Ben Insurance 37,942 (37,942) — Indefinite Ben Markets 9,885 (7,175) 2,710 Indefinite Total goodwill 2,367,926 (2,354,320) 13,606 Indefinite Insurance license 3,100 — 3,100 Indefinite Total goodwill and intangible assets $ 2,371,026 $ (2,354,320) $ 16,706 (Dollars in thousands) March 31, 2022 Additions 1 Reporting Unit Allocation Impairment March 31, 2023 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. 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 conducts its annual impairment test on January 1 of each fiscal year. As previously discussed in Note 6 , d uring each of the fiscal quarters of 2024, primarily as a result of significant, sustained declines 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. This resulted in us performing interim impairment assessments each fiscal quarter. As a result, during fiscal 2024, we wrote the carrying value of the Ben Liquidity, Ben Custody, Ben Insurance, and Ben Markets reporting units down to their estimated fair value and recognized cumulatively during fiscal 2024 a non-cash goodwill impairment charge of $2.4 billion, which is reflected in loss on impairment of goodwill in the consolidated statements of comprehensive income (loss). Prior to the goodwill impairment recorded during the current fiscal year, the Company had not previously recorded any impairments of goodwill. As such, the cumulative impairment loss as of March 31, 2024, is $2.4 billion. The Company determined there was no impairment of goodwill or indefinite-lived intangible assets during the year ended March 31, 2023. For each impairment assessment during 2024, 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. For its 2023 annual impairment assessment, 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 on December 9, 2022, which initiated the requirement for Ben to comply with segment reporting and thus allocate its goodwill to its reporting units based on their relative fair values. As such, for 2023, the Company allocated the total enterprise value to each of its reporting units. This allocation involved the use of multiple assumptions, including estimated discounted cash flows and other estimates that may change over time. For example, a key assumption in determining the allocation of Ben’s overall enterprise value to each of our reporting units involves the use of forecasted free cash flows generated by our business over the next five years and includes assumptions regarding expected growth of new service offerings and products. While our assumption reflects management’s best estimates of future performance, predicting the rate of growth attributable to newly launched products results in increased estimation uncertainty. 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, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Other Assets and Other Liabilities | Other Assets and Other Liabilities The following table details the components of other assets: (Dollars in thousands) March 31, 2024 March 31, 2023 Promissory note receivable $ 5,515 $ 5,104 Allowance for promissory note receivable and other receivables (5,515) — Prepaid expenses 4,054 2,329 Loan fee receivable 2,932 — Insurance reimbursable receivable 2,840 3,211 Fixed assets (Note 7) 2,328 4,344 Distribution receivables — 5,891 Deferred costs of equity offering 343 7,778 Related party receivables — 17,795 Allowance for related party receivables — (15,600) Other assets 2,202 2,051 Total Other assets, net $ 14,699 $ 32,903 Related Party Receivables Related party receivables consisted of amounts owed to the Company in connection with the Shared Services Agreement with GWG Holdings discussed in Note 16. The Shared Services Agreement terminated upon the execution of GWG Holdings’ bankruptcy plan on August 1, 2023. As of March 31, 2024 and 2023, reserves related to these receivables were nil and $15.6 million , respectively. As a result of the termination of the Shared Services Agreement, receivables and related allowance of $15.6 million were written off during the year ended March 31, 2024. Promissory Note Receivable There are amounts due under two promissory note agreements for funds advanced outside of our normal liquidity arrangements with and original principal balances of $2.5 million and $0.9 million as of March 31, 2024 and 2023 . The $2.5 million note bears interest at 9.0% per annum and was paid-in-kind by adding to the outstanding principal. The $0.9 million note bears interest at the lesser of 18% or the mid-term federal rate (360 day year) and was paid-in-kind by adding to the outstanding principal. The interest rate was 5.00% per annum as of March 31, 2024 and 5.00% per annum as of March 31, 2023 . Both promissory note agreements matured in April 2024. The Company is negotiating with the counterparty on potentially extending these note agreements or otherwise coming to a resolution on these outstanding balances. The n otes may be prepaid at any time without penalty. Mandatory prepayments are required if certain conditions are met. Total principal and interest due for both promissory notes as of March 31, 2024 and 2023 was $5.5 million and $5.1 million, respectively. As of March 31, 2024 and 2023, reserves related to these receivables were $5.5 million and nil , respectively. The following table details the components of other liabilities: (Dollars in thousands) March 31, 2024 March 31, 2023 Interest commitments $ 18,243 $ 13,499 Accrued interest on debt due to related parties 9,740 — Deferred upfront fees 2,717 — Other 1,027 1,123 Total Other liabilities $ 31,727 $ 14,622 Interest Commitments 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 TM (as structured for the formative transactions, the “Formative ExAlt Plan TM ”) 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 TM 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 Exchange Trusts until such time that these 2017-18 Exchange Trusts liquidate their holdings of Ben Common Units. The Company does not have an obligation to repurchase or redeem the Ben Common Units held by the 2017-18 Exchange Trusts. Interest expense of $4.7 million and $3.6 million was recognized during the years ended March 31, 2024 and 2023, respectively. Accrued interest on this commitment is reflected in other liabilitie s. No amount of accrued interest has been paid through March 31, 2024. |
Other Assets and Other Liabilities | Other Assets and Other Liabilities The following table details the components of other assets: (Dollars in thousands) March 31, 2024 March 31, 2023 Promissory note receivable $ 5,515 $ 5,104 Allowance for promissory note receivable and other receivables (5,515) — Prepaid expenses 4,054 2,329 Loan fee receivable 2,932 — Insurance reimbursable receivable 2,840 3,211 Fixed assets (Note 7) 2,328 4,344 Distribution receivables — 5,891 Deferred costs of equity offering 343 7,778 Related party receivables — 17,795 Allowance for related party receivables — (15,600) Other assets 2,202 2,051 Total Other assets, net $ 14,699 $ 32,903 Related Party Receivables Related party receivables consisted of amounts owed to the Company in connection with the Shared Services Agreement with GWG Holdings discussed in Note 16. The Shared Services Agreement terminated upon the execution of GWG Holdings’ bankruptcy plan on August 1, 2023. As of March 31, 2024 and 2023, reserves related to these receivables were nil and $15.6 million , respectively. As a result of the termination of the Shared Services Agreement, receivables and related allowance of $15.6 million were written off during the year ended March 31, 2024. Promissory Note Receivable There are amounts due under two promissory note agreements for funds advanced outside of our normal liquidity arrangements with and original principal balances of $2.5 million and $0.9 million as of March 31, 2024 and 2023 . The $2.5 million note bears interest at 9.0% per annum and was paid-in-kind by adding to the outstanding principal. The $0.9 million note bears interest at the lesser of 18% or the mid-term federal rate (360 day year) and was paid-in-kind by adding to the outstanding principal. The interest rate was 5.00% per annum as of March 31, 2024 and 5.00% per annum as of March 31, 2023 . Both promissory note agreements matured in April 2024. The Company is negotiating with the counterparty on potentially extending these note agreements or otherwise coming to a resolution on these outstanding balances. The n otes may be prepaid at any time without penalty. Mandatory prepayments are required if certain conditions are met. Total principal and interest due for both promissory notes as of March 31, 2024 and 2023 was $5.5 million and $5.1 million, respectively. As of March 31, 2024 and 2023, reserves related to these receivables were $5.5 million and nil , respectively. The following table details the components of other liabilities: (Dollars in thousands) March 31, 2024 March 31, 2023 Interest commitments $ 18,243 $ 13,499 Accrued interest on debt due to related parties 9,740 — Deferred upfront fees 2,717 — Other 1,027 1,123 Total Other liabilities $ 31,727 $ 14,622 Interest Commitments 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 TM (as structured for the formative transactions, the “Formative ExAlt Plan TM ”) 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 TM 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 Exchange Trusts until such time that these 2017-18 Exchange Trusts liquidate their holdings of Ben Common Units. The Company does not have an obligation to repurchase or redeem the Ben Common Units held by the 2017-18 Exchange Trusts. Interest expense of $4.7 million and $3.6 million was recognized during the years ended March 31, 2024 and 2023, respectively. Accrued interest on this commitment is reflected in other liabilitie s. No amount of accrued interest has been paid through March 31, 2024. |
Customer ExAlt Trust Loan Payab
Customer ExAlt Trust Loan Payable | 12 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Customer ExAlt Trust Loan Payable | 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 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 portion of the cash flows from $352.6 million of alternative assets acquired by the Customer ExAlt Trusts on December 7, 2021(the “Acquired Assets”) are the sole source of cash flows to be used by the Customer ExAlt Trusts to satisfy its obligations under the terms of the loan agreement. The percentage of the Acquired Assets allocated to supporting the repayment of the Customer ExAlt Trust loan payable amounted to approximately 27.8% (the “Participation Allocation”). Ben and its subsidiaries have no obligation or other requirements to repay the Customer ExAlt Trust loan payable should the pro-rata cash flows from the $352.6 million of alternative assets associated with the loan be insufficient to pay all contractual obligations owed under the terms of the loan agreement. The Customer ExAlt Trust loan payable bears interest at 12% per annum. Termination of Customer ExAlt Trust Loan Payable On October 18, 2023, the applicable Customer ExAlt Trusts distributed, transferred and assigned the Participation Allocation (net of a qualified charitable distribution) to a subsidiary of the holder of the Customer ExAlt Trust loan payable. As a result, all obligations owed under the Customer ExAlt Trust loan payable have been repaid and the related participation interest no longer remains outstanding. As such, the Customer ExAlt Trusts repaid the entire outstanding principal balance of the ExAlt Trust Loan Payable of $50.9 million including interest paid-in-kind, by transferring $56.7 million of alternative assets. The payoff of the Customer ExAlt Trust Loan Payable was accounted for as a debt extinguishment in accordance with ASC 470, Debt . Accordingly, the Customer ExAlt Trusts recorded a $8.8 million loss on extinguishment related to the payoff for the year ended March 31, 2024 , 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 ExAlt Trust Loan Payable at payoff of $47.9 million, net of an unamortized discount of $5.0 million and fair value of the contingent interest derivative liability of $1.9 million, and the NAV of the assets of $56.7 million, which was determined to have the most readily determinable fair value at the time of the nonmonetary transaction. As of March 31, 2023 , the outstanding principal, including interest paid-in-kind, was $54.2 million. The balance reflected on the consolidated statements of financial condition as of March 31, 2023 , was $52.1 million, which includes the fair value of the contingent interest derivative liability of $3.5 million and unamortized debt discount of $5.6 million. 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 as of March 31, 2023 , and was recognized as a component of the Customer ExAlt Trust loan payable in the consolidated statements of financial condition. The related net gains of $1.6 million and $4.6 million is reflected in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss) for the years ended March 31, 2024 and 2023 . The amortization of the debt discount, which is reflected as a component of interest expense in the consolidated statements of comprehensive income (loss), was $0.6 million and $1.7 million for the years ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and 2023, the Company’s debt due to related parties consisted of the following: (Dollars in thousands) March 31, 2024 March 31, 2023 First Lien Credit Agreement $ 21,264 $ 21,350 Second Lien Credit Agreement 72,996 73,291 Term Loan 25,000 — Other borrowings 2,180 2,076 Unamortized debt (discount) premium, net (935) 2,597 Total debt due to related parties, net $ 120,505 $ 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”), 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 LIBOR plus 8.0%, with a maximum interest rate of 9.5%. 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 of which MHT Financial, L.L.C. (“MHT Financial” or “MHT”) was named the beneficiary (such trusts, the “2017-18 Exchange Trusts”). 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 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 the prior amendment, 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. 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 29 th , June 28 th , September 29 th , and December 29 th 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. No principal payments were made on the First or Second Lien Credit Agreements during fiscal year 2024 or 2023. Ben agreed to pay fees totaling approximately $0.1 million. During the year s ended March 31, 2024 and 2023 , no deferred financing costs were paid to HCLP. As of March 31, 2024 and 2023, the unamortized premium related to the Second A&R Agreements was $0.5 million and $2.6 million, respectively. Through March 31, 2024, all required principal and interest payments due under the Second A&R Agreements have been paid. In connection with the Second A&R Agreements, Beneficient Holdings, Inc. (“BHI”), which owns a majority of the BCH Class S Ordinary Units, BCH Preferred A.1, and FLP Subclass 1 Unit Accounts issued by BCH, will grant certain tax-related concessions to HCLP as may be mutually agreed upon between the parties. In exchange for the tax-related concessions, 5.0% of BHI’s BCH Preferred A.1, which will be held by HCLP, may convert to BCH Preferred A.0. In addition, recipients of a grant of BCH Preferred A.1 from BHI will have the right to put an amount of BCH Preferred A.1 to Ben equal to any associated tax liability stemming from any such grant; provided that the aggregated associated tax liability shall not relate to more than $30.0 million of grants of BCH Preferred A.1 from BHI. No such liability existed as of March 31, 2024 and 2023. 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; (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 HCLP, 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. Ben obtained consents for the Second A&R Agreements from HCLP in connection with the HH-BDH Credit Agreement (as defined below). As of March 31, 2024, the Company was in compliance with all covenants. Term Loan On October 19, 2023, Beneficient Financing, L.L.C. (the “Borrower”), a wholly owned subsidiary of the Company, and BCH, as guarantor (the “Guarantor” and together with the Borrower, the “Loan Parties”), entered into a Credit and Guaranty Agreement (the “HH-BDH Credit Agreement”) with HH-BDH L.L.C. (the “HH-BDH”), as administrative agent. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the HH-BDH Credit Agreement. HH-BDH’s sole member is Hicks Holdings. The managing member of Hicks Holdings is Mr. Thomas O. Hicks, a member of the Company’s Board. HH-BDH will receive customary fees and expenses in its capacity as a lender and as the administrative agent under the HH-BDH Credit Agreement, as further described below. Hicks Holdings and Mr. Hicks may be deemed to have a direct or indirect material financial interest with respect to the transactions contemplated by the HH-BDH Credit Agreement, as described below. HH-BDH funded the amounts under the HH-BDH Credit Agreement with the proceeds of a third-party financing (the “Financing”). The HH-BDH Credit Agreement provides for a three-year term loan in the aggregate principal amount of $25.0 million (the “Term Loan”), which was fully drawn on closing. Borrowings under the HH-BDH Credit Agreement bear interest, at the Company’s option, calculated according to a base rate, adjusted term SOFR rate, or adjusted daily simple SOFR rate, plus an applicable margin, subject to a Maximum Rate determined by applicable law in the State of New York. The Company elected the adjusted daily simple SOFR rate with a margin of 6.5% for the first two years and 5.5% for the third year. Accrued and unpaid interest is payable monthly, upon prepayment, and at maturity. The Term Loan will mature on October 19, 2026, and all outstanding principal amounts and accrued and unpaid interest thereon shall be due and payable on such date. During the year ended March 31, 2024, $1.6 million deferred financing costs were paid related to the Term Loan. As of March 31, 2024, the unamortized discount related to the Term Loan was $1.5 million. The Term Loan is secured in part by pledges of: (a) substantially all of the assets of the Borrower, (b) the Guarantor’s equity interests in the Borrower, (c) 97.5% of the equity interests held by The EP-00117 Custody Trust, a Delaware statutory trust known as the “Custody Trust”, in certain entities that hold interests in private investment funds, which, as of March 31, 2024, represented approximately 41.5% of all assets held by the Customer ExAlt Trusts and (d) certain deposit accounts. The HH-BDH Credit Agreement contains customary representations, warranties, affirmative and negative covenants, including covenants which restrict the ability of the Loan Parties, the Custody Trust and certain affiliated entities to, among other things, create liens, incur additional indebtedness, make certain restricted payments and engage in certain other transactions, in each case subject to certain customary exceptions. In addition, the HH-BDH Credit Agreement contains certain financial maintenance covenants, including a debt service coverage ratio of 1.25 to 1.00. As of March 31, 2024, the Company was in compliance with all covenants. Additionally, the HH-BDH Credit Agreement contains customary events of default relating to, among other things, payment defaults, breach of covenants, cross default of material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. The occurrence of an event of default may result in the acceleration of repayment obligations with respect to any outstanding principal amounts and foreclosure on the collateral. Hicks Holdings will receive the following fees and payments in connection with the Term Loan: • A non-refundable fee in an amount equal to 1.0% of the aggregate commitments under the Term Loan upon execution of the HH-BDH Credit Agreement (the “Closing Date”); • On each Payment Date, from and including: (1) from the Closing Date until the second anniversary of the Closing Date, an interest payment at an interest rate equal to 3.0% per annum; and (2) from the second anniversary of the Closing Date until the loans are repaid in full, interest payments at an interest rate equal to 2.0% per annum (such interest is in included in HH-BDH’s receipt of interest payments as described above); • If any amounts under the HH-BDH Credit Agreement are prepaid prior to the scheduled Make Whole Date, including by reason of acceleration, a make-whole payment equal to the product of the principal amounts being repaid and the applicable interest rate plus 3.0% and the number of calendar days between the date of such prepayment and the scheduled Make Whole Date, divided by 360; and • Certain fees, payments and expenses incurred by Hicks Holdings in connection with the Financing. Aggregate maturities of principal and accrued interest 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 Related Parties 2025 $ 23,444 2026 — 2027 25,000 2028 72,996 2029 — |
Debt Due to Related Parties
Debt Due to Related Parties | 12 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt Due to Related Parties | 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 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 portion of the cash flows from $352.6 million of alternative assets acquired by the Customer ExAlt Trusts on December 7, 2021(the “Acquired Assets”) are the sole source of cash flows to be used by the Customer ExAlt Trusts to satisfy its obligations under the terms of the loan agreement. The percentage of the Acquired Assets allocated to supporting the repayment of the Customer ExAlt Trust loan payable amounted to approximately 27.8% (the “Participation Allocation”). Ben and its subsidiaries have no obligation or other requirements to repay the Customer ExAlt Trust loan payable should the pro-rata cash flows from the $352.6 million of alternative assets associated with the loan be insufficient to pay all contractual obligations owed under the terms of the loan agreement. The Customer ExAlt Trust loan payable bears interest at 12% per annum. Termination of Customer ExAlt Trust Loan Payable On October 18, 2023, the applicable Customer ExAlt Trusts distributed, transferred and assigned the Participation Allocation (net of a qualified charitable distribution) to a subsidiary of the holder of the Customer ExAlt Trust loan payable. As a result, all obligations owed under the Customer ExAlt Trust loan payable have been repaid and the related participation interest no longer remains outstanding. As such, the Customer ExAlt Trusts repaid the entire outstanding principal balance of the ExAlt Trust Loan Payable of $50.9 million including interest paid-in-kind, by transferring $56.7 million of alternative assets. The payoff of the Customer ExAlt Trust Loan Payable was accounted for as a debt extinguishment in accordance with ASC 470, Debt . Accordingly, the Customer ExAlt Trusts recorded a $8.8 million loss on extinguishment related to the payoff for the year ended March 31, 2024 , 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 ExAlt Trust Loan Payable at payoff of $47.9 million, net of an unamortized discount of $5.0 million and fair value of the contingent interest derivative liability of $1.9 million, and the NAV of the assets of $56.7 million, which was determined to have the most readily determinable fair value at the time of the nonmonetary transaction. As of March 31, 2023 , the outstanding principal, including interest paid-in-kind, was $54.2 million. The balance reflected on the consolidated statements of financial condition as of March 31, 2023 , was $52.1 million, which includes the fair value of the contingent interest derivative liability of $3.5 million and unamortized debt discount of $5.6 million. 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 as of March 31, 2023 , and was recognized as a component of the Customer ExAlt Trust loan payable in the consolidated statements of financial condition. The related net gains of $1.6 million and $4.6 million is reflected in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss) for the years ended March 31, 2024 and 2023 . The amortization of the debt discount, which is reflected as a component of interest expense in the consolidated statements of comprehensive income (loss), was $0.6 million and $1.7 million for the years ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and 2023, the Company’s debt due to related parties consisted of the following: (Dollars in thousands) March 31, 2024 March 31, 2023 First Lien Credit Agreement $ 21,264 $ 21,350 Second Lien Credit Agreement 72,996 73,291 Term Loan 25,000 — Other borrowings 2,180 2,076 Unamortized debt (discount) premium, net (935) 2,597 Total debt due to related parties, net $ 120,505 $ 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”), 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 LIBOR plus 8.0%, with a maximum interest rate of 9.5%. 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 of which MHT Financial, L.L.C. (“MHT Financial” or “MHT”) was named the beneficiary (such trusts, the “2017-18 Exchange Trusts”). 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 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 the prior amendment, 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. 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 29 th , June 28 th , September 29 th , and December 29 th 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. No principal payments were made on the First or Second Lien Credit Agreements during fiscal year 2024 or 2023. Ben agreed to pay fees totaling approximately $0.1 million. During the year s ended March 31, 2024 and 2023 , no deferred financing costs were paid to HCLP. As of March 31, 2024 and 2023, the unamortized premium related to the Second A&R Agreements was $0.5 million and $2.6 million, respectively. Through March 31, 2024, all required principal and interest payments due under the Second A&R Agreements have been paid. In connection with the Second A&R Agreements, Beneficient Holdings, Inc. (“BHI”), which owns a majority of the BCH Class S Ordinary Units, BCH Preferred A.1, and FLP Subclass 1 Unit Accounts issued by BCH, will grant certain tax-related concessions to HCLP as may be mutually agreed upon between the parties. In exchange for the tax-related concessions, 5.0% of BHI’s BCH Preferred A.1, which will be held by HCLP, may convert to BCH Preferred A.0. In addition, recipients of a grant of BCH Preferred A.1 from BHI will have the right to put an amount of BCH Preferred A.1 to Ben equal to any associated tax liability stemming from any such grant; provided that the aggregated associated tax liability shall not relate to more than $30.0 million of grants of BCH Preferred A.1 from BHI. No such liability existed as of March 31, 2024 and 2023. 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; (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 HCLP, 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. Ben obtained consents for the Second A&R Agreements from HCLP in connection with the HH-BDH Credit Agreement (as defined below). As of March 31, 2024, the Company was in compliance with all covenants. Term Loan On October 19, 2023, Beneficient Financing, L.L.C. (the “Borrower”), a wholly owned subsidiary of the Company, and BCH, as guarantor (the “Guarantor” and together with the Borrower, the “Loan Parties”), entered into a Credit and Guaranty Agreement (the “HH-BDH Credit Agreement”) with HH-BDH L.L.C. (the “HH-BDH”), as administrative agent. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the HH-BDH Credit Agreement. HH-BDH’s sole member is Hicks Holdings. The managing member of Hicks Holdings is Mr. Thomas O. Hicks, a member of the Company’s Board. HH-BDH will receive customary fees and expenses in its capacity as a lender and as the administrative agent under the HH-BDH Credit Agreement, as further described below. Hicks Holdings and Mr. Hicks may be deemed to have a direct or indirect material financial interest with respect to the transactions contemplated by the HH-BDH Credit Agreement, as described below. HH-BDH funded the amounts under the HH-BDH Credit Agreement with the proceeds of a third-party financing (the “Financing”). The HH-BDH Credit Agreement provides for a three-year term loan in the aggregate principal amount of $25.0 million (the “Term Loan”), which was fully drawn on closing. Borrowings under the HH-BDH Credit Agreement bear interest, at the Company’s option, calculated according to a base rate, adjusted term SOFR rate, or adjusted daily simple SOFR rate, plus an applicable margin, subject to a Maximum Rate determined by applicable law in the State of New York. The Company elected the adjusted daily simple SOFR rate with a margin of 6.5% for the first two years and 5.5% for the third year. Accrued and unpaid interest is payable monthly, upon prepayment, and at maturity. The Term Loan will mature on October 19, 2026, and all outstanding principal amounts and accrued and unpaid interest thereon shall be due and payable on such date. During the year ended March 31, 2024, $1.6 million deferred financing costs were paid related to the Term Loan. As of March 31, 2024, the unamortized discount related to the Term Loan was $1.5 million. The Term Loan is secured in part by pledges of: (a) substantially all of the assets of the Borrower, (b) the Guarantor’s equity interests in the Borrower, (c) 97.5% of the equity interests held by The EP-00117 Custody Trust, a Delaware statutory trust known as the “Custody Trust”, in certain entities that hold interests in private investment funds, which, as of March 31, 2024, represented approximately 41.5% of all assets held by the Customer ExAlt Trusts and (d) certain deposit accounts. The HH-BDH Credit Agreement contains customary representations, warranties, affirmative and negative covenants, including covenants which restrict the ability of the Loan Parties, the Custody Trust and certain affiliated entities to, among other things, create liens, incur additional indebtedness, make certain restricted payments and engage in certain other transactions, in each case subject to certain customary exceptions. In addition, the HH-BDH Credit Agreement contains certain financial maintenance covenants, including a debt service coverage ratio of 1.25 to 1.00. As of March 31, 2024, the Company was in compliance with all covenants. Additionally, the HH-BDH Credit Agreement contains customary events of default relating to, among other things, payment defaults, breach of covenants, cross default of material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. The occurrence of an event of default may result in the acceleration of repayment obligations with respect to any outstanding principal amounts and foreclosure on the collateral. Hicks Holdings will receive the following fees and payments in connection with the Term Loan: • A non-refundable fee in an amount equal to 1.0% of the aggregate commitments under the Term Loan upon execution of the HH-BDH Credit Agreement (the “Closing Date”); • On each Payment Date, from and including: (1) from the Closing Date until the second anniversary of the Closing Date, an interest payment at an interest rate equal to 3.0% per annum; and (2) from the second anniversary of the Closing Date until the loans are repaid in full, interest payments at an interest rate equal to 2.0% per annum (such interest is in included in HH-BDH’s receipt of interest payments as described above); • If any amounts under the HH-BDH Credit Agreement are prepaid prior to the scheduled Make Whole Date, including by reason of acceleration, a make-whole payment equal to the product of the principal amounts being repaid and the applicable interest rate plus 3.0% and the number of calendar days between the date of such prepayment and the scheduled Make Whole Date, divided by 360; and • Certain fees, payments and expenses incurred by Hicks Holdings in connection with the Financing. Aggregate maturities of principal and accrued interest 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 Related Parties 2025 $ 23,444 2026 — 2027 25,000 2028 72,996 2029 — |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation As of March 31, 2024 and 2023, the Company has outstanding share-based awards under the Beneficient Management Partners, L.P. ( “ BMP ” ) Equity Incentive Plan (the “BMP Equity Incentive Plan”), the Beneficient 2023 Long Term Incentive Plan (the “2023 Incentive Plan”), and BCH Preferred A.1 , as more fully described below. Following stockholder approval on April 18, 2024, the Company effected a reverse stock split of our Class A and Class B common stock at a ratio of 1-for-80 and a simultaneous proportionate reduction in the authorized shares of each class of Common Stock as required by Nevada Revised Statues Section 78.207 (see Note 22). All outstanding restricted stock units and restricted equity units, as well as the Company’s equity incentive plans have been retroactively adjusted to reflect the 1-for-80 Reverse Stock Split. 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”). As of March 31, 2024 , 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 and a portion of any upward carrying value adjustments 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. Awards under the BMP Equity Incentive Plan that vest ultimately dilute Ben’s Common Unitholders. 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. There were no BMP Equity Units granted during the year ended March 31, 2024 . The table below summarizes the key inputs used in the valuation of the BMP Equity Units granted during the period ended below: Range of Targets Unobservable Inputs Year Ended Expected term in years 4 Discount rate 32.1% Discount for lack of marketability 23.1% Long-term growth rate (after discrete projection period) 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 model, which similarly includes certain observable market inputs and other data for an identified group of comparable public companies. The long-term growth rate is the estimated growth rate of the earnings related to BMP Equity Units that is applied to the years subsequent to Ben’s discrete cash flow periods. 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”) up to a maximum of 160,141, representing ownership interests in BCG Common Units. Effective as of the Conversion, the Company assumed obligations under the outstanding REUs under the 2018 Ben 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, 6,438 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 in June of 2023. The recognition of the remaining compensation cost will be recognized over the remaining vesting period. Total recognized compensation cost related to these awards for the year ended March 31, 2024 is approximately $6.1 million. The originally granted units were increased at a rate of one-to-1.25 units, or by 1,610 units, upon public listing and effectiveness of the 2023 Incentive Plan. The remaining unrecognized compensation cost related to these awards is approximately $0.3 million as of March 31, 2024. Effective April 1, 2022, Ben granted 6,420 REUs to employees and certain directors, which increased at a rate of one to 1.25 units, or by 1,605 units upon public listing and effectiveness of the 2023 Incentive Plan, of which, 1,480 have been forfeited. Effective October 1, 2022, 503 REUs were granted to employees, which increased at a rate of one to 1.25 units, or by 126 units upon public listing and effectiveness of the 2023 Incentive Plan, of which, 82 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 June of 2023. The recognition of the remaining compensation cost will be recognized over the remaining vesting period. Total recognized compensation cost related to these awards for the year ended March 31, 2024 is approximately $3.4 million, respectively. The remaining unrecognized compensation cost related to these awards is approximately $1.8 million as of March 31, 2024. 2023 Incentive Plan On June 6, 2023, the Company’s Board 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 $3.0 million of share-based compensation expense related to these awards during the year ended March 31, 2024 . The following table summarizes the award activity, in units, for the BMP and Ben Equity Incentive Plans during the years ended March 31, 2024 and 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, 2022 1,118 $ 9.78 23 $ 10.00 Granted during the period 35 10.67 8 10.00 Vested during the period (646) 9.73 (8) 10.00 Forfeited during the period (69) 10.00 (1) 10.00 Balance, March 31, 2023 438 $ 10.04 22 $ 10.00 Granted during the period — — 51 2.73 Vested during the period (287) 9.75 (40) 5.17 Forfeited during the period (34) 10.18 (7) 4.09 Balance, March 31, 2024 117 $ 10.34 26 $ 4.69 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 years ended March 31, 2024 and 2023 : Year Ended (dollars in thousands) 2024 2023 BMP equity units $ 1,854 $ 4,297 Restricted stock units 18,415 4,358 Preferred equity 858 1,430 Other (1) 17,976 — Total share-based compensation $ 39,103 $ 10,085 (1) Includes $15.0 million of compensation recognized related to the BCG Recapitalization and $3.0 million recognized for equity based compensation issued to employees for Ben Liquidity transactions. Unrecognized share-based compensation expense totaled $7.0 million as of March 31, 2024 , which we expect to recognize based on scheduled vesting of awards outstanding at March 31, 2024 . 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 March 31, 2024 : (dollars in thousands) BMP RSU Commissions Total 2025 $ 540 $ 2,894 $ 191 $ 3,625 2026 242 2,096 60 2,398 2027 14 994 — 1,008 2028 — — — — 2029 — — — — Total $ 796 $ 5,984 $ 251 $ 7,031 Weighted-average period to be recognized 1.56 2.64 1.40 |
Equity
Equity | 12 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Equity | 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 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. Following stockholder approval on April 18, 2024, the Company effected a reverse stock split of our Class A and Class B common stock at a ratio of 1-for-80 and a simultaneous proportionate reduction in the authorized shares of each class of Common Stock as required by Nevada Revised Statues Section 78.207 (see Note 22). All share and per share amounts of our Class A and Class B common stock presented have been retroactively adjusted to reflect the Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid in capital. Common Stock: Voting. Each holder of our Class A common stock is entitled to one vote per each share of Class A common stock held of record by such holder on all matters on which stockholders generally are entitled to vote, and each holder of our Class B common stock is entitled to 10 votes per share on all matters on which stockholders generally are entitled to vote. Holders of shares of common stock vote as a single class, except for certain matters for which only holders of Class B common stock are entitled to vote. Dividends. Subject to preferences that may apply to any outstanding shares of preferred stock, holders of Common Stock are entitled to receive ratably any dividends that our Board may declare out of funds legally available for that purpose on a non-cumulative basis; provided, however, that in the case of any dividends in Common Stock, holders of Class A common stock are entitled only to receive Class A common stock and 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 . Shares of Class A common stock are not convertible into any other shares of our capital stock. Shares of Class B common stock are convertible into shares of Class A common stock at any time at the option of the holder or upon any transfer, except for certain transfers described in our articles of incorporation. 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 by issuing 5,703 shares of Class A common stock in July 2023. On September 29, 2023, a resale registration statement on Form S-1 was declared effective by the SEC, thereby permitting sales of Class A common stock to Yorkville under the SEPA. Subsequent to the effectiveness of this resale registration statement and through March 31, 2024, the Company sold a total of 48,818 Class A common shares for a total of $1.3 million in net proceeds. Preferred Stock: Under the terms of our articles of incorporation, our Board is authorized to issue up to 250 million shares of preferred stock in one or more series. Through March 31, 2024, 50 million shares of preferred stock are designated as shares of Series A preferred stock and approximately 4 million are designated as shares of Series B preferred stock pursuant to certificates of designation. Series A Preferred Stock As of March 31, 2024 and 2023, there were no shares of Series A preferred stock issued and outstanding, respectively. Maturity. Subject to the redemption and conversion rights described below, shares of Series A preferred stock are perpetual securities. Priority. Shares of Series A preferred stock rank senior to shares of Common Stock with respect to dividend rights and/or distribution rights upon the liquidation, winding up or dissolution, as applicable, of Beneficient. Voting . Holders of Series A preferred stock are not entitled to vote on any matter, except as required by law. Dividends . Holders of Series A preferred stock are entitled to receive ratably any dividends that our Board declares and pays on the Common Stock, on an as-converted basis, when paid to holders of Common Stock. Beneficient may, subject to customary restrictions, but is not required to, declare or pay any dividends solely on shares of Series A preferred stock. Liquidation or Dissolution . The initial liquidation preference of Series A preferred stock is $0.001 per share, plus any declared but unpaid dividends (the “Liquidation Preference”). In the event of our liquidation, dissolution or winding up, holders of Series A preferred stock are entitled to receive, per share of Series A preferred stock, the Liquidation Preference or, prior to the Series A Preferred Stock Conversion Date, if a greater amount, the amount such holder would have received had their shares of Series A preferred stock converted into Class A common stock immediately prior to such liquidation event. Conversion, Transferability and Exchange. Per the terms of the articles of incorporation, because the Series A preferred stock is not expected to be publicly listed, each share of the Series A preferred stock will automatically convert into one-quarter of a share of Class A common stock upon issuance. Redemption . Beneficient may redeem, ratably, in whole or, from time to time in part, the shares of Series A preferred stock of any holder then outstanding at the Liquidation Preference in cash. Holders of shares of Series A preferred stock do not have the right to require Beneficient to redeem their shares of Series A preferred stock under any circumstances. Series B Preferred Stock The Series B preferred stock has various subclasses, however, the general rights, preferences, privileges and restrictions of these equity securities are described below. Each of the Series B preferred stock has a par value of $0.001 per share. The most significant difference in the various subclasses of the Series B preferred stock pertains to the conversion rate and the mandatory conversion periods, both of which are described below. During fiscal year 2024, the Company issued Series B preferred stock comprising subclasses No. 1 through No. 4 in the amounts of 3,768,995; 200,000; 20,000; and 6,932 shares, respectively. During October 2023, the 3,768,995 shares of Series B-1 preferred stock converted into 172,574 shares of Class A common stock at a price per share of approximately $218.40. No other Series B preferred stock has converted through March 31, 2024. As of March 31, 2024, there were a total of 226,932 shares of Series B preferred stock, issued and outstanding, respectively. No shares of the Series B preferred stock was outstanding at March 31, 2023. Maturity. Subject to the redemption and conversion rights described below, shares of Series B preferred stock are perpetual securities. Priority. Shares of Series B preferred stock rank, with respect to dividend rights and/or distribution rights upon the liquidation, winding up or dissolution, as applicable, of Beneficient as: (i) senior to shares of Class A and Class B Common Stock; (ii) pari passu with Series A Preferred Stock; (iii) senior, pari passu or junior with respect to any other series of preferred stock, as set forth in the terms with respect to such preferred stock; and (iv) junior to all existing and future indebtedness of the Beneficient. Voting . Holders of Series B preferred stock are not entitled to vote on any matter, expect as required by law. Dividends . Holders of Series B preferred stock are entitled to receive ratably any dividends that our Board declares and pays on the Common Stock, on an as-converted basis, when paid to holders of Common Stock. Beneficient may, subject to customary restrictions, but is not required to, declare or pay any dividends solely on shares of Series B preferred stock. Liquidation or Dissolution . The initial liquidation preference of Series B preferred stock is $10.00 per share, plus any declared but unpaid dividends (the “Series B Liquidation Preference”). In the event of our liquidation, dissolution or winding up, holders of Series B preferred stock are entitled to receive, per share of Series B preferred stock, the Series B Liquidation Preference amount such holder would have received had their shares of Series B preferred stock converted into Class A common stock immediately prior to such liquidation event. Conversion, Transferability and Exchange. In the event of specified extraordinary transactions, as a result of which shares of Class A common stock would be converted into, or exchanged for, stock, other securities or other property or assets (including cash or any combination thereof), each share of Series B preferred stock outstanding immediately prior to such event will, without the consent of the holders of Series B preferred stock, become convertible into the kind of stock, other securities or other property or assets that such holder would have been entitled to receive if such holder had converted its shares of Series B preferred stock into shares of Class A common stock immediately prior to such event. Optional Conversion. The conversion price is determined generally based on a volume weighted price of the Class A common stock at the time the Series B preferred stock is issued. The conversion price for the various subclasses of Series B preferred stock ranged from $5.38 to $436.80 (the “Conversion Price”). Each share of Series B preferred stock is convertible at the option of the holder thereof into a number of shares of Class A common stock that is equal to $10.00 divided by Conversion Price then in effect as of the date of such notice (the “Conversion Rate”). The Conversion Price shall be subject to reset on certain dates (generally monthly) following the date of issuance of the Series B preferred stock, subject to adjustment, including the reset Conversion Price cannot adjust lower than 50% of the initial Conversion Price or generally, higher than the initial Conversion Price. Based on the shares of Series B preferred stock outstanding as of March 31, 2024, the maximum number of Class A common shares that can be issued upon conversion of the Series B preferred stock is 165,037 shares. Mandatory Conversion . Each outstanding share of Series B preferred stock will automatically convert into a number of shares of Class A common stock (the “Mandatory Conversion”) at the Conversion Rate then in effect on the date that is the earliest to occur of: (a) 210 calendar days (for Series B-1 preferred stock) and 60 months (for the other Series B preferred stock subclasses) after the Original Issue Date, subject to certain conditions, (b) if the conditions of clause (a) are not met on the date that is 210 calendar days (for Series B-1 preferred stock) and 60 months (for the other Series B preferred stock subclasses) following the Original Issue Date, the first date thereafter on which any shares of Series B preferred stock may be resold pursuant to Rule 144 under the Securities Act or the Resale Registration Statement has become effective and, applicable only to the Series B-1 preferred stock, (c) the one year anniversary of the Original Issue Date. The Series B-1 preferred stock shall not convert into Class A common stock to the extent such conversion would cause a holder to exceed 9.99% (the “Beneficial Ownership Limitation”) of the number of shares of the Class A common stock outstanding immediately after giving effect to conversion, while the other subclasses of Series B preferred stock have a 4.99% Beneficial Ownership Limitation. 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. BCH and the holders of the BCH Preferred A.0 entered into an agreement to defer the guaranteed payment to November 15, 2024; provided that such a guaranteed payment may be made prior to November 15, 2024 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 $37.7 million and $20.9 million as of March 31, 2024 and 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) $840.00, 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 $840.00. 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. The following table presents a rollforward of the redeemable noncontrolling interests for the years ended March 31, 2024 and 2023 : Redeemable Noncontrolling Interests (Dollars in thousands) Preferred Series A.0 Preferred Series A.1 Total Redeemable Noncontrolling Interests Balance, March 31, 2022 249,907 742,331 992,238 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 1,145 (1,145) — BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual (15,822) — (15,822) Balance, March 31, 2023 251,052 699,441 950,493 Net income (loss) 16,793 — 16,793 Reclass of BCH Preferred A.1 from temporary to permanent equity — (699,441) (699,441) BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual (16,793) — (16,793) Balance, March 31, 2024 $ 251,052 $ — $ 251,052 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. Equity securities issued by BCH maintain capital account balances determined pursuant to Section 704 of the Internal Revenue Code. Because federal income tax regulations differ in certain respects from U.S. GAAP, income or loss allocations to BCH equity securities determined in accordance with tax regulations may materially differ from that recognized for financial reporting purposes. For example, the losses recognized for financial reporting purposes arising from the impairment of goodwill are not recognized under tax regulation, and the associated capital account balances have not been impacted by those losses. The following table presents a rollforward of the noncontrolling interests for the years ended March 31, 2024 and 2023 : Noncontrolling Interests (Dollars in thousands) Trusts BCH Class S Ordinary BCH Class S Preferred FLP BCH Preferred Series A.1 BCH Preferred Series C Class A of CT Total Noncontrolling Interests Balance, March 31, 2022 982 69,831 1,315 — — 205,759 — 277,887 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) 52,560 856 — — 205,759 1,337 142,213 Net income (loss) (44,175) (48,676) (856) — (484,556) — (1,068) (579,331) Issuance of shares in connection with recent financings 133 — — — — — — 133 Reclass of distributions payable to noncontrolling interest holder (1,170) — — — — — — (1,170) Reduction of noncontrolling interest in connection with recent financings (3,272) — — — — — — (3,272) Issuance of noncontrolling interest in connection with recent financings 79 — — — — — — 79 Conversion of BCH Class S Ordinary to Class A common stock — (3,884) — — — — — (3,884) Conversion of Preferred Series C to Class A common stock — — — — — (205,759) — (205,759) Deemed dividend for BCG Preferred 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 Issuance of Series B-1 preferred stock and noncontrolling interest in connection with recent financings 992 — — — — — — 992 Distribution to noncontrolling interest — — — — — — (269) (269) Balance, March 31, 2024 $ (165,712) $ — $ — $ — $ 207,943 $ — $ — $ 42,231 Preferred Series A Subclass 1 Unit Accounts The BCH Preferred A.1 Unit accounts are issued by BCH and are non-participating and convertible on a dollar basis. The weighted average preferred return rate for the years ended March 31, 2024 and 2023, was approximately 0.23% and 1.38%, respectively. No amounts have been paid to the BCH Preferred A.1 holders related to the preferred return from inception through March 31, 2024, 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, 2024, 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, in which event distributions may be requested by the holders of the BCH Preferred A.1, and if not requested, such amounts shall be accrued. In connection with the consummation of the Business Combination, the holders of the BCH Preferred A.1 agreed to significantly reduce the BCH Preferred A.1 return rate and also agreed to waive and defer the accrual of the preferred return as described above. In addition, until January 1, 2025, the hypothetical BCH Preferred A.1 capital account will only be increased to the extent there are allocations of income during such period. The agreement to waive and not accrue the Quarterly Preferred Series A.1 Return from the effective date of the BCH L PA until December 31, 2024 does not affect or waive any Quarterly Preferred Series A.1 Returns or hypothetical BCH Preferred A.1 capital account already accrued as of the effective date. 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. Beginning January 1, 2025, BCH Preferred A.1 may be converted into BCH Class S Ordinary Units at the election of the holder, subject to a 20% annual conversion limit through December 31, 2029 as set forth in the BCH LPA; provided, that if the conversion price for the BCH Preferred A.1 equals or exceeds $1,440.00 on December 31 of any such calendar year, the annual conversion limit shall no longer be applicable. Upon conversion, the holder shall be issued BCH Class S Ordinary Units in an amount equal to the capital account balance associated with the BCH Preferred A.1 being converted divided by a price equal to the average closing price of Class A common stock for the thirty (30) 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 $840.00. The holder of such newly issued BCH Class S Ordinary Units may immediately convert them into Class A common stock. The BCH LPA also includes certain limitations of BCH, without the consent of a majority-in-interest of the Preferred Series A Unit Account holders, to i) issue any new equity securities and ii) except as otherwise provided, incur indebtedness that is senior to or pari passu with any right of distribution, redemption, repayment, repurchase or other payments relating to the Preferred Series A Unit Accounts. Further, BCH cannot, prior to the conversion of all the Preferred Series A Unit Accounts, incur any additional long-term debt unless i) after giving effect to the incurrence of the new long-term debt on a pro forma basis, the sum of certain preferred stock, existing debt and any new long-term indebtedness would not exceed 55% of the BCH’s NAV plus cash on hand, and ii) at the time of incurrence of any new long-term indebtedness, the aggregate balance of the BCH’s (including controlled subsidiaries) debt plus such new long-term debt does not exceed 40% of the sum of the NAV of the interests in alternative assets supporting the Collateral underlying the loan portfolio of BCH and its subsidiaries plus cash on hand at Ben, BCH and its subsidiaries. Upon the effectiveness of the BCH LPA, the redemption feature of the BCH Preferred A.1 was removed, which resulted in the BCH Preferred A.1 no longer being required to be presented in temporary equity in the consolidated statement of financial condition as of June 30, 2023. 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 208,861 units of BCH Class S Ordinary. Those BCH Class S Ordinary units then converted into 17,456 units of BCG Class A common units and 191,405 shares of BCG Class B common units on a one-for-one basis. 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. The additional value was accounted for as compensation, which resulted in stock-based compensation expense of $15.0 million during June of 2023. As of March 31, 2024 , 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 The BCH Preferred C.1 are non-participating and convertible. The Preferred Series C purchased by GWG Holdings under the Preferred Series C Unit Purchase Agreement (“UPA”) will automatically exchange for BCG Common Units, or another unit of Ben as the parties may mutually agree (the “Ben Units”), at the lower of (i) the volume-weighted average of the Ben Units for the 20 trading days following the listing of Common Units of Ben on a national securities exchange, and (ii) $1,020. The Preferred C.1 could also be exchanged to BCG common units at the discretion of the holder under certain conditions. 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 and (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. 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 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 Unit Accounts. The weighted average preferred return rate for the years ended March 31, 2024 and 2023 was approximately 0.23% and 1.38%, respectively. No amounts have been paid to the BCH Preferred C.1 holders related to the preferred return since issuance, 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 years ended March 31, 2024 and 2023. Pursuant to the UPA executed in 2020, the BCH Preferred C-1 Unit Accounts automatically converted on July 10, 2023 into 550,510 shares of Class A common stock at approximately $372.80 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 were recorded in the consolidated statements of financial condition in the noncontrolling interest line item for periods presented prior to their conversion to Class A common stock of Beneficient. Class S Ordinary Units As of March 31, 2024 and 2023, BCH, a subsidiary of Ben, had issued 67.0 thousand and 72.0 thousand BCH Class S Ordinary Units, respectively, which were all outstanding on each of the respective dates. The BCH Class S Ordinary Units participate on a pro-rata basis in the share of the profits or losses of BCH and subsidiaries following all other allocations made by BCH and its subsidiaries. As limited partner interests, these units have limited voting rights and do not entitle participation in the management of the Company’s business and affairs. At the election of the holder, the BCH Class S Ordinary Units are exchangeable quarterly for Class A common stock on a one-for-one basis. Each conversion also results in the issuance to Ben LLC of a BCH Class A Unit for each share of Class A common stock issued. On June 8, 2023, 5,057 BCH Class S Ordinary Units ultimately converted into shares of Class A common stock on a one-to-one basis pursuant to the terms of the Exchange Agreement and the BCH LPA. The BCH Class S Ordinary Units are recorded in the consolidated statements of financial condition in the noncontrolling interests line item. Class S Preferred Units The BCH Class S Preferred Units also participate on a pro-rata basis in the share of the profits or losses of BCH and subsidiaries following all other allocations made by BCH and its subsidiaries. As limited partner interests, these units are generally non-voting and do not entitle participation in the management of the Company’s business and affairs. The BClass S Preferred Units are entitled to a quarterly preferred return. 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 Class S Preferred Units. In connection with the consummation of the Business Combination, the holders of the BCH Class S Preferred Units agreed to significantly reduce the BCH Class S Preferred Units preferred return rate and also agreed to waive and defer the accrual of the preferred return as described above. In addition, until January 1, 2025, the hypothetical BCH Class S Preferred Units capital account will only be increased to the extent there are allocations of income during such period. The agreement to waive and not accrue the Quarterly Class S Preferred Return from June 7, 2023 until December 31, 2024 does not affect or waive any Quarterly Class S Preferred Return or hypothetical BCH Class S Preferred capital account already accrued as of the effective date. Generally, the BCH Class S Preferred Units are exchangeable for BCH Class S Ordinary Units in Ben on a 1.2-for-1 basis, subject to customary conversion rate adjustments for splits, distributions and reclassifications, as well as compliance with any applicable vesting and transfer restrictions. The BCH Class S Ordinary may then be exchanged for Class A common stock as described above. Each conversion into Class A common stock also results in the issuance to Ben LLC of a BCH Class A Units for each share of Class A common stock issued. Holders of BCH Class S Preferred Units may elect to convert into BCH Class S Ordinary Units in connection with a sale or dissolution of BCH. As of March 31, 2024 and 2023, a nominal number of shares of BCH Class S Preferred Units have been issued, respectively. Preferred return earned by the BCH Class S Preferred Units from inception in 2019 through March 31, 2024 is $0.2 million. No amounts have been paid to the BCH Class S Preferred Unit holders related to the preferred return from inception through March 31, 2024 a nd any amounts earned have been accrued and are included in the balance of BCH Class S Preferred Units presented on the consolidated statements of financial condition. The BCH 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 capital accounts. The FLP Subclass 1 Units (the “FLP-1 Unit Accounts”) were issued to a Related Entity (as defined in Note 16) as part of the initial commercial operations of Ben. The FLP Subclass 2 Units (the “FLP-2 Unit Accounts”) are related to the BMP Eq |
Net Loss per Unit
Net Loss per Unit | 12 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss per Unit | Net Loss per Share Basic and diluted net loss attributable to Beneficient per common share for the years ended March 31, 2024 and 2023, are as follows: Year Ended (Dollars in thousands) 2024 2023 Net loss $ (2,658,180) $ (252,100) Less: Net (income) loss attributable to noncontrolling interests 579,332 136,942 Less: Noncontrolling interest guaranteed payment (16,793) (15,822) Net loss attributable to Beneficient (2,095,641) (130,980) Net loss attributable to Beneficient common shareholders $ (2,095,641) $ (130,980) Net loss attributable to Class A common shareholders (1,955,861) (118,402) Net loss attributable to Class B common shareholders (139,780) (12,578) Weighted average of common shares outstanding — basic and diluted Class A 2,904,851 2,252,228 Class B 239,256 239,256 Net loss attributable to Beneficient per common share - Basic and Diluted Class A $ (673.31) $ (52.57) Class B $ (584.23) $ (52.57) In computing diluted net loss per share, we considered potentially dilutive shares. Anti-dilutive shares not recognized in the diluted net loss per share calculation for the years ended March 31, 2024 and 2023, were as follows: Shares Year Ended 2024 2023 Series B Preferred Stock 29,786 — Class S Ordinary 67,936 72,948 Class S Preferred 606 1,171 Preferred Series A Subclass 0 1,044,524 247,450 Preferred Series A Subclass 1 3,510,235 797,395 Preferred Series C 151,917 200,861 Restricted Stock Units 100,214 105,133 Warrants 312,012 — Total anti-dilutive securities 5,217,230 1,424,958 Conversion of BCH Preferred C-1 Unit Accounts Pursuant to the UPA, on July 10, 2023, the BCH Preferred C-1 Unit Accounts automatically converted into 550,510 shares of Class A common stock at approximately $372.80 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. Conversion of Series B-1 Preferred Stock On October 3, 2023, 3,768,995 shares of Series B-1 preferred stock converted into 172,574 shares of Class A common stock at a price per share of approximately $218.40. Warrants The disclosed amount of anti-dilutive securities for the warrants does not consider the assumed proceeds under the treasury stock method as the exercise price was greater than the average market price of the Class A common stock, which results in negative incremental shares, that would be anti-dilutive. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income tax expense (benefit) for the years ended March 31, 2024 and 2023, were as follows: Year Ended March 31, (Dollars in thousands) 2024 2023 Deferred expense Federal $ 788 $ (1,072) Income tax expense (benefit) $ 788 $ (1,072) Income tax expense differs from the amounts computed by applying the Federal statutory rate to pre-tax income (loss). A reconciliation between the Federal statutory income tax rate of 21% to the effective income tax rate for the years ended March 31, 2024 and 2023 are shown below: Year Ended March 31, (Dollars in thousands) 2024 2023 Expected statutory income tax benefit $ (558,052) $ (51,011) Amounts not deductible for income tax - goodwill impairment 490,969 — Amounts not deductible for income tax - other 4,919 505 Amounts attributable to non-taxable flow-through entities 2,855 41,240 Change in valuation allowance 60,097 8,194 Income tax expense (benefit) $ 788 $ (1,072) The components of gross deferred tax assets and gross deferred tax liabilities as of March 31, 2024 and 2023 , are as follows (included in other assets): (Dollars in thousands) March 31, 2024 March 31, 2023 Deferred income tax assets: Passthrough differences - temporary $ 28,130 $ 17,142 Loss on arbitration 11,544 — Share-based compensation 4,567 — Net operating loss 17,658 991 Non-current deferred income tax assets 61,899 18,133 Deferred income tax liabilities: Other — — Non-current deferred income tax liabilities — — Less: valuation allowance 61,899 18,133 Total deferred income tax liability $ — $ — As of March 31, 2024 and 2023 , our gross federal and state net operating loss carryforwards for income tax purposes were approximately $82.4 million and $4.7 million, respectively. Under the Tax Act, federal net operating loss carryforwards can be carried forward indefinitely but the deduction for federal net operating loss is limited to 80% of taxable income for any given year. The Company’s state net operating losses can generally be carried forward indefinitely but the deduction for state net operating loss is generally limited to 80% of taxable state income for any given year. 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, 2024 and 2023. The Company does not have any significant uncertain tax positions as of March 31, 2024 and 2023, and the 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 | 12 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties The Company considers its employees and directors to be related parties. A “Related Entity” or “Related Entities” include certain trusts that are directly or indirectly controlled by, or operate for the benefit of, Mr. Heppner or his family, and those entities directly or indirectly held by, or that are under common control with, such trusts, and in which he and his family members are among classes of economic beneficiaries, whether or not Mr. Heppner is entitled to economic distributions from such trusts. Mr. Heppner is a beneficiary of the trust that is the sole shareholder of BHI (such trust, the “Related Entity Trust”). 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 (the “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 vote. Subsequent to the conversion of BCG to a Nevada corporation, Beneficient is governed by a board of directors and Beneficient’s common equity holders are entitled to vote on all matters on which stockholders generally are entitled to vote as described in Note 13, Equity. 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, 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 employee costs for retired and/or departed employees of predecessor entities prior to September 1, 2017, which on-going costs were assumed by Bradley Capital, as well as a further payment to Bradley Capital in respect of the cost of health and retirement benefits for current employees of Bradley Capital all of which are reimbursed by Ben. 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 Exchange Trusts, as well as the contribution of beneficial interests in customer trusts administered by Ben. The A&R Bradley Capital Agreement further requires that Ben indemnify and hold Bradley Capital harmless against any and all losses, damages, costs, fees and any other expenses incurred by Bradley Capital as air travel expenses owed in connection with the operation of the aircraft identified in the Aircraft Sublease (as defined below) for periods prior to January 1, 2022. Additionally, the Company 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 executive of a Related Entity is a member, or without such approval if the Related Entity no longer holds the lesser of $10.0 million of Ben’s securities or 1% of the aggregate fair market value of Ben on both December 31, 2022, or any applicable extension date, and the date of termination. 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, 2024, with an annual one-year renewal provision thereafter. 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 $0.5 million per quarter and the supplemental fee was increased to $0.2 million 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. During the years ended March 31, 2024 and 2023, the Company recognized expenses totaling $2.7 million and $2.6 million, respectively, related to this services agreement. During the year ended March 31, 2024 , the Company paid $2.9 million to Bradley Capital related to previously accrued amounts owed under this services agreement. As of March 31, 2024 and 2023, $2.7 million and $3.6 million, respectively, was owed to Bradley Capital related to the ongoing aspects of this services agreement. In addition, prior to the Aircraft Sublease with Bradley Capital discussed below, we also reimbursed Bradley Capital for certain costs, including private travel, for our chief executive officer, including family members. As of March 31, 2024 and 2023, we have $0.7 million and $3.5 million accrued related to these reimbursements originating prior to the aircraft sublease. These amounts are reflected in the accounts payable and accrued expenses line item on the consolidated statements of financial condition. In addition to the above, on October 20, 2023, the Company paid legal fees of approximately $2.4 million on behalf of Mr. Heppner as indemnification from the proceeds under the HH-BDH Credit Agreement. On November 7, 2023, the Company was reimbursed by its directors and officers insurance carrier a total of $3.5 million, which included, among others, the legal fees paid by the Company on behalf of Mr. Heppner. Additional amounts of legal fees paid on behalf of Mr. Heppner as indemnification during FY2024 totaled $1.8 million, of which $1.0 million was a legal retainer. Substantially all of these payments are expected to be eligible for reimbursement by the directors and officers insurance carrier. 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 years ended March 31, 2024 and 2023, BCH expensed $4.3 million and $6.1 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 March 31, 2024 and 2023, $10.8 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. The Aircraft Sublease expired on January 1, 2024. As discussed below, BHI, a Related Entity, 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 years ended March 31, 2024 and 2023 , respectively, in accordance with the BHI Services 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 account related to its BCH Class S Ordinary Units. BCH further agrees to specially allocate to BHI’s sub-capital account related to its BCH Class S Ordinary Units any expenses or deductions derived from amounts paid or accrued by BCH for use of the aircraft to the extent such expenditures are offset by the contributions made by BHI pursuant to the Contribution Agreement. There have been no contributions from BHI related to this agreement, which is expected and will continue to occur until the guaranteed payments to BCH Preferred A.0 holders are no longer deferred. BHI owns the majority of the Company’s Class B common stock, and the BCH Class S Ordinary Units, BCH 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 26 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 real property transfers (the “In-Kind Property Payment”) from certain of the Related Entities to Highland. The terms of the In-Kind Property Payment grant Highland the right to transfer the real property that was transferred pursuant to the In-Kind Property Payment back to certain of the Related Entities , in exchange for a BCH Preferred A.1 capital account balance in BCH in an amount equal to the Loan Balances, with such exchange to be satisfied from existing BCH Preferred A.1 that are held by such Related Entities . Since June 30, 2021, additional net advances have been made by Highland to a Related Entity. As of March 31, 2024 and 2023, Highland Consolidated, L.P. had outstanding loans in the principal amount of $11.5 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. The Company paid legal fees of approximately $1.0 million on behalf of HCLP pursuant to the indemnification obligations under the HCLP credit agreements during the year ended March 31, 2024. 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 The Highland Investment Holdings Trust, The Highland Great Plains Trust and The Highland Partner Holdings Trust. Mr. Heppner is a permissible beneficiary of The Highland Investment Holdings Trust and The Highland Partner Holdings Trust, but he is not a beneficiary of The Highland Great Plains Trust. Mr. Heppner’s family members are potential beneficiaries of each of these three trusts. HERO was created to (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 possessed 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 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 $2.2 million and $2.1 million as of March 31, 2024 and 2023 , respectively. During the years ended March 31, 2024 and 2023, Ben paid nil and $0.8 million, respectively. The $0.8 million payment during the year ended March 31, 2023 was made to the Funding Trusts in accordance with their respective trust agreements to pay down Funding Trust liabilities. Such payment was not made to any entity associated with Mr. Heppner. 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 years ended March 31, 2024 and 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.; Initial Charitable Initiative In connection with each of Ben’s liquidity transactions following the adoption of the TEFFI legislation and BFF’s receipt of a fully-operational trust company charter under the Kansas TEFFI Act, pursuant to Section 28 of the TEFFI Act, a “Qualified Distribution” is made for the benefit of certain economic growth zones and rural communities in the State of Kansas (each, a “Charitable Distribution”). In January 2022, Ben announced its initial $15.4 million Charitable Distribution. The Charitable Distribution was allocated as follows: $2.7 million of cash for the benefit of, and to be received by, the Kansas Department of Commerce to be used at the department’s discretion for development projects and the promotion and growth of the TEFFI industry in Kansas; $0.2 million of cash and assets for the benefit of public charities dedicated to economic development within Mr. Heppner’s hometown of Hesston, Kansas, and surrounding Harvey County, Kansas, as outlined in the TEFFI Act; and $12.5 million in cash and assets to the Beneficient Heartland Foundation, Inc. (“BHF”) as described below. Mr. Heppner’s hometown is Hesston, Kansas and certain of his family members continue to live and/or work in Hesston and other areas of Harvey County, Kansas and may be considered to be direct and indirect beneficiaries of the portions of the initial Charitable Distribution provided to Hesston and Harvey County and to BHF. On January 20, 2022, BHF was formed as a Kansas nonprofit corporation to receive economic growth contributions pursuant to the TEFFI legislation. BHF is currently governed by a 8-member board of directors, six of whom are community leaders within the Hesston, Kansas community and two of whom are Ben employees or individuals otherwise affiliated with Ben. BHF is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Its purpose is to provide grants and other support to benefit growth, development and expansion of opportunities in rural Kansas communities with populations of 5,000 residents or less, including job and income growth, main street revitalization, educational facility improvements, construction and development, healthcare facility enhancements, senior facility improvements, and support for post-secondary institutions. BHF has the exclusive decision-making authority over all of the economic growth contributions it receives. 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 $0.1 million as of March 31, 2024 and 2023 , respectively . Ben paid $1.4 million and $2.7 million during the years ended March 31, 2024 and 2023, respectively, related to allocable proceeds to Charitable Beneficiaries. 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 and BCH Preferred A.1 among its investment holdings. Hicks Holdings Operating, LLC (“Hicks Holdings”), an entity associated with one of Ben’s current directors, directly owns BCH Preferred A.0, BCH Preferred A.1 , BCH Class S Ordinary Units, BCH Class S Preferred Units and Class B common stock of Beneficient. Hicks Holdings was granted its BCH Preferred A.1 and BCH Class S Ordinary Units as compensation for services provided in 2018. Hicks Holdings was granted its BCH Preferred A.0 when a portion of the existing BCH Preferr ed A.1 converted to BCH Preferred A.0 in 2021. Hicks Holdings converted a portion of its existing BCH Preferred A.1 to BCG Class B Common Units in June 2023 in connection with the r ecapitalization of BCG described in Note 4. The total preferred equity of BCH, BCH Class S Preferred Units and BCH Class S Ordinary Units balance (based on their GAAP capital accounts) as of March 31, 2024 and 2023 , was $27.5 million and $72.6 million, respectively. Hicks Holdings held 16,528 shares of Class B common stock as of March 31, 2024. Letter Agreement with Hicks Holdings In connection with the HH-BDH Credit Agreement and the Financing, on October 19, 2023, the Guarantor, Ben LLC, and Hicks Holdings entered into a letter agreement (the “Letter Agreement”). In connection with the Financing, Hicks Holdings agreed to assign to HH-BDH (which is wholly-owned by Hicks Holdings) all of its rights, title and interest in and to the following partnership interests of the Guarantor: BCH Preferred A.0 with a capital account balance of $15.3 million as of June 30, 2023, BCH Preferred A.1 with a capital account balance of $48.1 million as of June 30, 2023, 1 BCH Class S Preferred Units and 3,640 BCH Class S Ordinary Units held by HH-BDH (the “Pledged Guarantor Interests”). Hicks Holdings’ membership interest in HH-BDH (collectively with the Pledged Guarantor Interests, the “Pledged Equity Interests”) and the Pledged Guarantor Interests serve as collateral for the Financing (together, the “Lender Pledge”). Pursuant to the terms of the Letter Agreement, the parties thereto agreed that if the Borrower and/or Guarantor default under the HH-BDH Credit Agreement and such default results in a foreclosure on, or other forfeiture of, the Pledged Equity Interests, the Guarantor will promptly issue to Hicks Holdings, BCH Preferred A.0 with a capital account balance of $15.3 million, BCH Preferred A.1 with a capital account balance of $48.1 million, 1 BCH Class S Preferred Units and 3,640 BCH Class S Ordinary Units (subject to a tax gross-up as provided in the Letter Agreement), or, in the discretion of Hicks Holdings, equivalent securities of equal fair market value to the value of the security interests at the time of the applicable foreclosure or other loss (such newly issued equity interests referred to as the “Replacement Equity Interests”); provided, however that, if less than all Pledged Equity Interests have been foreclosed on or forfeited, the foregoing capital account balances and numbers of units comprising the Replacement Equity Interests shall be reduced on a class-by-class and subclass-by-subclass basis, as applicable, to the extent necessary to ensure that Hicks Holdings and its affiliates do not receive additional value relative to the value held by Hicks Holdings and its affiliates immediately prior to the foreclosure or forfeiture. Furthermore, Ben LLC shall cause a Ben LLC Unit (as defined in the BCH LPA) to be issued for each BCH Class A Unit issued to the Hicks Holdings pursuant to the Letter Agreement. Additionally, the Guarantor agreed to indemnify Hicks Holdings and its affiliates and hold each of them harmless against any and all losses which may arise directly or indirectly in connection with, among other things, the HH-BDH Credit Agreement, the Term Loan, the Financing and the Lender Pledge. 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), the Service Fee shall be equal to the total costs incurred by Ben during each quarter in connection with Ben’s provision of the Services to GWG Holdings or its direct or indirect wholly-owned subsidiaries, and that the Service Fee for Services that are not eligible for the services cost method shall be determined by reference to the “cost of services plus method,” as defined in Treasury Regulation §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 ended March 31, 2024 and 2023, GWG Holdings paid $1.4 million and $0.4 million, respectively, to Ben under the Shared Services Agreement. As of March 31, 2024 and 2023, Ben has an outstanding gross receivable related to this Shared Services Agreement of nil and $17.8 million, respectively. Due to the financial deterioration of GWG Holdings including the filing for reorganization under the Chapter 11 Bankruptcy Code in April 2022, the allowance for these receivables as of March 31, 2024 and 2023 was nil and $15.6 million, respectively. The reserve amount pertains to amounts owed by GWG Holdings at the time of their bankruptcy filing. As a result of the termination of the Shared Services Agreement, receivables and related allowance of $15.6 million were written off during the year ended March 31, 2024. Consulting agreements with certain board members During fiscal 2024, the Company entered into consulting agreements with certain non-management board members. Pursuant to the consulting agreements, Thomas O. Hicks, Richard W. Fisher and Bruce W. Schnitzer agreed to mentor, advi |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | 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”), which 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 equity holder, BFF, does not have all of the characteristics of a controlling financial interest due to BFF’s receipt of returns being limited to its initial investment in CT. The Company concluded that BCC is the primary beneficiary of CT as BFF has the power to direct the most significant activities and has an obligation to absorb potential losses of CT. Accordingly, the results of CT are included in the Company’s consolidated financial statements. As of March 31, 2024 and 2023, the consolidated statements of financial condition include assets of this consolidated VIE with a carrying value of nil and $4.0 million, respectively, which is recorded in the investments held by Ben line item of the consolidated statements of financial condition. The Company recorded losses of $3.0 million and $3.5 million, for the years ended March 31, 2024 and 2023, respectively, which 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 March 31, 2024. 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, 2024 March 31, 2023 Assets: Cash and cash equivalents $ 963 $ 3,259 Restricted cash 64 819 Investments, at fair value 329,113 491,859 Other assets 30 5,891 Total Assets of VIEs $ 330,170 $ 501,828 Liabilities: Accounts payable and accrued expense $ 1,670 $ 1,945 Other liabilities 109 132 Customer ExAlt Trusts loan payable, net — 52,129 Total Liabilities of VIEs $ 1,779 $ 54,206 Equity: Treasury stock $ (3,444) $ (3,444) Noncontrolling interests (165,712) (118,299) Accumulated other comprehensive income (loss) 276 9,900 Total Equity of VIEs $ (168,880) $ (111,843) The consolidated statements of comprehensive income (loss) for the periods presented include the following amounts from these consolidated VIEs. (Dollars in thousands) Year Ended Year Ended Revenues Investment income (loss), net $ 4,791 $ (54,010) (Gain) loss on financial instruments, net (102,584) (35,085) Interest income 10 54 Other income 215 — Total revenues (97,568) (89,041) Operating expenses Interest expense 4,091 8,957 Provision for credit losses 254 13,843 Professional services 3,277 5,032 Other expenses 1,191 1,905 Total operating expenses 8,813 29,737 Loss on extinguishment of debt, net 8,846 — Net income (loss) $ (115,227) $ (118,778) Net income (loss) attributable to noncontrolling interests $ (44,175) $ (117,861) |
Segment Reporting
Segment Reporting | 12 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Reporting | 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 Ben’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 interests in the GWG Wind Down Trust (or common stock and L Bonds of GWG Holdings, as applicable) 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 (dollars in thousands): Year Ended March 31, 2024 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total External revenues Investment loss, net $ — $ — $ 4,791 $ — $ — $ 4,791 Loss on financial instruments, net — — (102,584) (1,937) — (104,521) Interest income — — 10 447 — 457 Trust services and administration revenues — 365 — — — 365 Other income — — 215 (3) — 212 Intersegment revenues Interest income 46,947 — — — (46,947) — Trust services and administration revenues — 24,169 — — (24,169) — Total revenues 46,947 24,534 (97,568) (1,493) (71,116) (98,696) External expenses Employee compensation and benefits 5,903 2,297 — 56,929 — 65,129 Interest expense 8,724 — 4,091 4,744 — 17,559 Professional services 1,993 1,187 3,277 23,542 — 29,999 Provision for credit losses — — 254 5,762 — 6,016 Loss on impairment of goodwill 1,725,880 583,323 — 45,117 — 2,354,320 Loss on arbitration — — — 54,973 — 54,973 Other expenses 2,057 997 1,191 17,609 — 21,854 Intersegment expenses Interest expense — — 126,339 — (126,339) — Provision for loan losses 113,354 25,541 — — (138,895) — Other expenses — — 15,345 — (15,345) — Total expenses 1,857,911 613,345 150,497 208,676 (280,579) 2,549,850 Operating income (loss) $ (1,810,964) $ (588,811) $ (248,065) $ (210,169) $ 209,463 $ (2,648,546) As of March 31, 2024 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total Loans to Customer ExAlt Trusts, net $ 256,184 $ — $ — $ — $ (256,184) $ — Investments, at fair value — — 329,113 6 — 329,119 Other assets 5,814 20,398 19,467 12,510 (35,513) 22,676 Goodwill and intangible assets, net — 10,896 — 5,810 — 16,706 Total Assets $ 261,998 $ 31,294 $ 348,580 $ 18,326 $ (291,697) $ 368,501 Year Ended March 31, 2023 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations 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 Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total Loans to Customer ExAlt Trusts, net $ 366,760 $ — $ — $ — $ (366,760) $ — 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 $ 2,102,087 $ 641,685 $ 502,306 $ 78,138 $ (413,521) $ 2,910,695 |
Risks and Uncertainties
Risks and Uncertainties | 12 Months Ended |
Mar. 31, 2024 | |
Risks and Uncertainties [Abstract] | |
Risks and Uncertainties | 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 (dollars in thousands): March 31, 2024 March 31, 2023 Industry Sector Value Percent of Total Value Percent of Total Software and services $ 42,908 14.6 % $ 54,944 14.2 % Food and staples retailing 41,721 14.2 38,210 9.9 Diversified financials 30,297 10.3 52,544 13.6 Utilities 28,768 9.8 28,043 7.3 Capital goods 23,146 7.9 27,707 7.2 Energy 19,930 6.8 26,721 6.9 Health care equipment and services 16,520 5.6 23,626 6.1 Semiconductors and semiconductor equipment 16,144 5.5 17,935 4.6 Other (1) 74,482 25.3 116,121 30.2 Total $ 293,916 100.0 % $ 385,851 100.0 % (1) Industries in this category each comprise less than 5 percent. March 31, 2024 March 31, 2023 Geography Value Percent of Total Value Percent of Total North America $ 164,205 55.9 % $ 239,951 62.2 % Asia 49,385 16.8 62,016 16.1 South America 43,543 14.8 41,423 10.7 Europe 35,870 12.2 38,874 10.1 Africa 913 0.3 3,587 0.9 Total $ 293,916 100.0 % $ 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 October 2023, following a series of attacks by Hamas on Israeli civilian and military targets, Israel declared war on Hamas in Gaza. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine and as a result, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The ongoing Russia-Ukraine conflict and Israel-Hamas 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, Ukraine, or Israel. 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 ongoing Russia-Ukraine conflict, Israel-Hamas conflict and other items, such as inflation and rising interest rates, and assess the impact on financial markets and the Company’s business. The Company’s future results may be adversely affected by slowdowns in fundraising activity and the pace of new liquidity transactions with our customers. Management is continuing to evaluate the impact of the Russia-Ukraine conflict and the Israel-Hamas conflict and has concluded that while it is reasonably possible that such conflicts could have a negative effect on the Company’s financial position and/or results of its operations, the specific impact is not readily determinable as of the date of these consolidated financial statements. Consequently, the consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 rental basis for its office premises. The Company also had subleased an aircraft under the Aircraft Sublease with Bradley Capital as discussed in Note 16. Rental expense for our premises and for the Aircraft Sublease for the years ended March 31, 2024 and 2023, totaled $5.1 million and $6.6 million, respectively. The Aircraft Sublease terminated on January 1, 2024. Unfunded Capital Commitments The Customer ExAlt Trusts had $47.8 million and $61.1 million of potential gross capital commitments as of March 31, 2024 and 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 90%, 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 basis. At March 31, 2024 and 2023, there were no reserves for losses on unused commitments to fund potential limited partner capital funding commitments. Legal Proceedings Paul Capital Advisors Lawsuit On February 18, 2022, Paul Capital Advisors (“PCA”) filed a lawsuit against MHT, Ben, and two trust advisors (the “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. On August 29, 2023, the Court issued a letter opinion that denied defendants’ motions to dismiss with respect to most of the remaining counts, explaining that the Court was unwilling to determine the parties’ rights under the various agreements at the pleadings stage and that discovery may make these issues ripe for summary judgment. The Court did, however, grant defendants’ motions to dismiss as to one of PCA’s promissory estoppel claims and its claim for equitable fraud. On October 25, 2023, defendants filed their respective answers to PCA’s second amended complaint. On November 9, 2023, defendants filed a motion to bifurcate, requesting that the Court of Chancery first resolve the threshold issue of PCA’s standing under the CVR Contract and Exchange Trust Agreements before proceeding on the merits. On November 29, 2023, PCA filed its opposition to defendants’ motion to bifurcate, and on December 8, 2023, defendants filed their reply brief. On June 24, 2024, the Court of Chancery heard oral argument and issued its ruling granting defendants’ motion to bifurcate. In its ruling, the Court of Chancery ordered the parties to promptly conduct limited standing-related discovery to allow final resolution of the standing issue on summary judgment by January 2025. Defendants intend to vigorously defend against each and every cause of action asserted against them in the second amended complaint. 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. Equity Awards Arbitration 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 sought total damages of $36.3 million plus attorney’s fees and punitive damages. On April 23, 2024, the sole arbitrator held that in terminating the claimant’s equity awards, the Company had breached its contractual obligations, and as a result, awarded the claimant $55.3 million in compensatory damages, including pre-judgment interest. Post-judgment interest was also awarded to claimant. Neither attorneys’ fees nor punitive damages were awarded to the claimant. The Company was also asked to pay arbitration-related costs in the amount of approximately $0.1 million. The Company is exploring available options with respect to the award, which, should the Company be unable to negotiate a settlement with the claimant, may include the filing of a petition or motion to vacate the award under applicable law. The Company has recorded a loss related to the award in the year ended March 31, 2024 statement of comprehensive income (loss) in the amount of $55.0 million. The liability associated with the above award is reflected in the accounts payable and accrued expenses line item in the March 31, 2024 consolidated statement of financial condition. GWG Holdings Reorganization and Other Litigation 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 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 Litigation Trust. Scura Action 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 “Scura Action”). 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 promulgated thereunder, (ii) that the individual defendants violated Section 20(a) of the Exchange Act and (iii) that Emerson violated Section 15(c)(1)(A) of the Exchange Act. The complaint does not allege the total amount of damages sought by the plaintiffs. Bayati Action On May 3, 2023, Thomas Horton and Frank Moore, in their capacities as the lead plaintiffs in the Bayati Action (the “Lead Plaintiffs”), filed a motion to lift the automatic stay in the Chapter 11 Cases in order to file a motion in the Northern District of Texas seeking to consolidate the Bayati and Scura Actions under the Private Securities Litigation Reform Act. On June 8, 2023, the plaintiffs in the Scura Action filed a voluntary notice of dismissal without prejudice. On August 16, 2023, Thomas Horton and Frank Moore, in their capacities as the Lead Plaintiffs in the Bayati Action, filed a notice regarding the confirmation of the Debtors’ Chapter 11 plan in the GWG bankruptcy, a motion seeking to lift the bankruptcy stay and a motion to consolidate the Bayati and Horton Actions. On September 12, 2023, the court entered an order consolidating the Bayati and Horton Actions. The court ordered that the consolidated action shall bear the caption “In re GWG Holdings, Inc. Securities Litigation”. The court lifted the bankruptcy stay and ordered the Lead Plaintiffs to file a new consolidated complaint within 20 days. On October 2, 2023, the Lead Plaintiffs filed a Consolidated Class Action Complaint against the Company, Brad K. Heppner, Peter T. Cangany, Jr., Thomas O. Hicks, Dennis P. Lockhart, Bruce W. Schnitzer, Murray T. Holland, Timothy L. Evans, David H. de Weese, Roy W. Bailey, David F. Chavenson, and Whitley Penn LLP, alleging Securities Act violations arising out of the Offering. The complaint alleges that the individual defendants violated Sections 11, 12(a)(2), and 15 of the Securities Act, and further alleges that the Company violated Section 15 of the Securities Act. The Company, Brad K. Heppner, Peter T. Cangany, Jr., Thomas O. Hicks, Dennis P. Lockhart, and Bruce W. Schnitzer (the “Ben Individual Defendants”) filed a motion to dismiss the complaint on November 7, 2023. On January 4, 2024, defendants Murray Holland, Roy Bailey, Tim Evans, Whitley Penn, David Chavenson and David H. de Weese filed motions to dismiss. The Lead Plaintiffs’ responded to the various motions to dismiss on February 20, 2024, and the defendants (other than Whitley Penn) filed replies in support of the motions to dismiss on March 21, 2024. The Company and the Ben Individual Defendants intend to vigorously defend themselves in the litigation. On October 27, 2023, David Scura filed a petition in Dallas County District Court against Brad K. Heppner, Jon R. Sabes, Steven F. Sabes, Peter T. Cangany, Jr., Thomas O. Hicks, Dennis P. Lockhart, Bruce W. Schnitzer, the Company and FOXO, alleging violation of the Texas Securities Act, common law fraud, unjust enrichment, and civil conspiracy to defraud and seeking compensatory damages, costs and expenses. The same day, Clifford Day and Carla Monahan filed a petition in Dallas County District Court against the same defendants, alleging the same claims. The parties agreed to move the defendants’ deadline to respond to the petition to February 19, 2024. On April 10, 2024, the plaintiffs and Ben parties entered into a twelve-month tolling agreement, and the plaintiffs filed motions to nonsuit their claims that the courts granted on April 12, 2024 and April 16, 2024, respectively. The Company and the Ben Individual Defendants intend to vigorously defend themselves in the litigation. 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. GWG Litigation Trust Adversary Proceedings On April 19, 2024, the Litigation Trustee filed a complaint (the “LT Complaint”) as an Adversary Proceeding in the bankruptcy of GWG Holdings, Inc. currently pending in the United States Bankruptcy Court in the Southern District of Texas against Ben Management, the Company, BCH, Beneficient Capital Company II, L.L.C., f/k/a Beneficient Capital Company, L.L.C. (together with New BCC, defined herein, “BCC”), Beneficient Capital Company, L.L.C. (“New BCC”), Beneficient Holdings, Inc. (“BHI”), various current or former officers and directors of the Company, HCLP and certain of its affiliates, former officers and directors of the Company’s former parent company, trustees of certain trusts that are directly or indirectly controlled by, or operate for the benefit of, Ben’s CEO and founder or his family, entities directly or indirectly held by, or that are under common control with, such trusts, and in which Ben’s CEO and his family members are among classes of economic beneficiaries, whether or not Ben’s CEO is entitled to economic distributions from such trusts, and others. The LT Complaint alleges causes of action that include (i) actual or constructive fraudulent transfer for certain transactions between GWG and the Company or its affiliates, (ii) breaches of fiduciary duty, aiding and abetting breaches of fiduciary duty, and civil conspiracy, (iii) unjust enrichment, (iv) avoidance of any purported releases of the defendants, and (v) disallowance of the claims filed by certain defendants, including the Company, in the GWG bankruptcy case. More specifically, such challenged transactions relate to (i) GWG’s purchase of $10 million of equity in the Company on June 12, 2019, (ii) GWG’s commitment on May 31, 2019 to loan trusts affiliated with the Company $65 million that GWG funded in two tranches ($50 million on June 3, 2019 and $15 million on November 22, 2019) and the repayment of such loan, (iii) GWG’s capital contribution to the Company of $79 million on December 31, 2019, (iv) approximately $145 million in capital contributions by GWG to the Company pursuant to a Preferred Series C Unit Purchase Agreement, and (v) the Company’s ultimate decoupling from GWG. Additionally, the LT Complaint seeks to avoid the debts owed by the Company to HCLP. The LT Complaint seeks to, among other things, avoid certain of the transactions and/or recover damages, attorney’s fees and expenses, pre-judgment and post-judgment interest. The LT Complaint does not purport to estimate the damages sought. The Company, its affiliates and its officers and directors intend to vigorously defend themselves against these claims. Wells Notice 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 Exchange Act. The staff’s allegations appeared to relate to, among other things, the Company’s association with an amendment to the debt coverage ratio calculation approved by certain holders of GWG Holdings issued debt in 2019 under an indenture and related disclosures by GWG, the December 31, 2019 valuation of the Company’s goodwill by a third-party valuation agent, potential contractual rights concerning an amendment to the Company’s governing documents, and other items in the historical disclosures of GWG. On July 1, 2024, the Company received a termination letter from the SEC advising the Company that the SEC’s investigation related to the Company had concluded and that the Staff does not intend to recommend any enforcement actions by the SEC. The termination letter was provided to the Company under the guidelines of the final paragraph of Securities Act Release No. 5310 which states, among other things, that “[such notice] must in no way be construed as indicating that the party has been exonerated or that no action may ultimately result from the staff’s investigation of that particular matter.” While there have been no further actions to date, there can be no assurance that there will not be any further action on this or other matters by the SEC. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Mar. 31, 2024 | |
Offsetting [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Cash paid for taxes for the years ended March 31, 2024 and 2023, was $0.8 million and de minimis, respectively. Cash paid for interest for the years ended March 31, 2024 and 2023, was $1.1 million and $8.7 million, respectively. Supplemental disclosure of noncash investing and financing activities include: Year Ended March 31, 2024: – $793.4 million conversion of BCG Class A common units for Class A common stock. – $791.9 million conversion of BCG Preferred B.2 for Class A common stock. – $205.8 million conversion of BCH Preferred C 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. – $56.7 million transfer of alternative assets for settlement of the Customer ExAlt Trust loan payable. – $38.7 million issuance of Series B preferred stock in connection with recent financings. – $16.8 million accrual for BCH Preferred A.0 guaranteed payment. – $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 recent financings. – $4.5 million settlement of liability for issuance of Class A common stock. – $3.9 million conversion of BCH Class S Ordinary to Class A common stock. – $1.1 million noncash issuance of noncontrolling interest. – $1.2 million of distributions payable to the Charitable Beneficiaries. 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. 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, 2024 March 31, 2023 Cash and cash equivalents $ 7,913 $ 8,726 Restricted cash 64 819 Total cash, cash equivalents and restricted cash $ 7,977 $ 9,545 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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. Reverse Stock Split In November 2023, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC notifying the Company, as the bid price for its common stock had closed below $1.00 per share for the last 30 consecutive business days, it was not in compliance with Nasdaq Listing Rule 5450(a)(1), which is the minimum bid price requirement for continued listing on the Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a 180-calendar day period, or until May 28, 2024, to regain compliance with the minimum bid price requirement. The continued listing standard would be met once the closing bid price of the Company’s Class A common stock was at least $1.00 per share for a minimum of ten consecutive business days during the 180-calendar day period. In April 2024, the Company's stockholders approved a reverse stock split of its common stock at a range of ratios between 1-for-10 to 1-for-100, and the Company's board of directors approved the implementation of the Reverse Stock Split at a ratio of 1-for-80. The Reverse Stock Split was effective as of April 18, 2024 and the Company regained compliance with the minimum bid price requirement in May 2024. As of the effective time of the Reverse Stock Split, every 80 issued and outstanding shares of the Company’s Common Stock was automatically reclassified into one issued and outstanding share of the Company’s Common Stock. This reduced the number of shares outstanding from 268.7 million shares to 3.4 million shares for Class A common stock and from 19.1 million shares to 239 thousand shares for Class B common stock . The Reverse Stock Split also reduced the number of authorized shares to 18.75 million for Class A common stock and 250 thousand for Class B common stock. Proportional adjustments were made to the number of shares of common stock issuable upon exercise or conversion of the Company’s equity award, warrants, and other equity instruments convertible into common stock, as well as the applicable exercise price. No fractional shares of Common Stock were issued in connection with the Reverse Stock Split and all fractional shares were rounded up to the nearest whole share with respect to outstanding shares of common stock. All share and per share amounts of the Company's Class A and Class B common stock presented have been retroactively adjusted to reflect the 1-for-80 Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of Common Stock to additional paid-in capital. Amendments to Organizational Documents In connection with the Reverse Stock Split, on April 11, 2024, the Company, in its capacity as the sole managing member and the sole non-managing member of Beneficient Company Group, L.L.C. (“Ben LLC”), entered into and adopted the Second Amended and Restated Limited Liability Company Agreement of Beneficient Company Group, L.L.C. (the “Ben LLC A&R LLCA”), which became effective on April 18, 2024, simultaneously with the effectiveness of the Reverse Stock Split. The Ben LLC A&R LLCA provides that, among other things, in the event that the Company at any time (i) subdivides (by any stock split, dividend, recapitalization or otherwise), the outstanding shares of the Class A Common Stock (and Class B Common Stock, as applicable) of the Company into a greater number of shares, Ben LLC shall (A) cause the issuance of additional Class A Units of Ben LLC (the “Ben LLC Class A Units”) and (B) cause Beneficient Company Holdings, L.P. (“BCH”) to issue additional Class A Units of BCH (the “BCH Class A Units”) (and such other limited partner interests, if any, as determined by Ben LLC in its capacity as general partner of BCH to be appropriate), in both cases to reflect the increase in the number of shares of Common Stock of the Company outstanding, and (ii) combines (by combination, reverse split or otherwise) the outstanding shares of Class A Common Stock (and Class B Common Stock, as applicable) of the Company into a smaller number of shares, Ben LLC shall (A) cause a reduction in the number of Ben LLC Class A Units outstanding and (B) cause BCH to reduce the number of BCH Class A Units (and such other limited partner interests, if any, as determined by Ben LLC in its capacity as the general partner of BCH to be appropriate), in both cases to reflect the decrease in the number of shares of Common Stock of the Company outstanding. Also in connection with the Reverse Stock Split, on April 11, 2024, Ben LLC, in its capacity as the sole general partner of BCH, entered into and adopted the Ninth Amended and Restated Limited Partnership Agreement of BCH (the “Ninth A&R BCH LPA”), which became effective on April 18, 2024, simultaneously with the effectiveness of the Reverse Stock Split. The Ninth A&R BCH LPA provides for, among other things, (i) the combination of certain units of BCH in connection with the Reverse Stock Split and the corresponding reverse unit split of the Ben LLC Class A Units as well as amendments to the definition of the Preferred Series A Subclass 0 Unit Conversion Price and Preferred Series A Subclass 1 Unit Conversion Price (each as defined in the Ninth A&R BCH LPA) and (ii) remove references to the previously authorized Preferred Series C Subclass 1 Unit Accounts (as defined in the Ninth A&R BCH LPA), which are no longer outstanding. Potential Future Goodwill Impairment Through the date of this report, the Company continues to experience a further significant sustained decline in the price of its common stock from the values at March 31, 2024 of $5.36. A significant sustained decrease in the Company’s common stock, has in the past been, and in the future may be, a potential indicator that a portion of our goodwill is impaired and may require a quantitative impairment assessment of the Company’s assets, including goodwill and intangible assets, which may result in an additional impairment charge during the fiscal 2025 or a subsequent fiscal year. While management cannot predict if or when additional future goodwill impairments may occur, additional goodwill impairments could have material adverse effects on the Company’s financial condition, operating income, net assets, and/or the Company’s cost of, or access to, capital. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss attributable to Beneficient | $ (2,095,641) | $ (130,980) |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Insider Trading Policies and Pr
Insider Trading Policies and Procedures | 12 Months Ended |
Mar. 31, 2024 | |
Insider Trading Policies and Procedures [Line Items] | |
Insider Trading Policies and Procedures Adopted | true |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation |
Basis of Presentation and Principles of Consolidation | 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 (“ASC 810”), as amended. 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 (“ASC 946”). Thus, the investments in non-investment companies made by these funds are accounted for in accordance with ASC 946 and are not subject to consolidation or the disclosure requirements of ASC 810. Moreover, further consolidation provisions of ASC 946 are not applicable to Ben since these investment companies do not have an investment in an operating entity that provides services to the investment company or to Ben. 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 . |
Reverse Stock Split | Reverse Stock Split Following stockholder approval on April 18, 2024, the Company effected a reverse stock split of our Class A and Class B common stock at a ratio of 1-for-80 and a simultaneous proportionate reduction in the authorized shares of each class of Common Stock as required by Nevada Revised Statues Section 78.207 (the “Reverse Stock Split”). The Reverse Stock Split was effective as of April 18, 2024 (see Note 22). Proportional adjustments were made to the number of shares of common stock issuable upon exercise or conversion of the Company’s equity award, warrants, and other equity instruments convertible into common stock, as well as the applicable exercise price. All share and per share amounts of our Class A and Class B common stock presented have been retroactively adjusted to reflect the Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid in capital. Initial Recapitalization and Common Unit Conversion On June 6, 2023, immediately prior to the Conversion, BCG was recapitalized, as further described in Note 4. 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 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, determination of the allowance for credit losses as an input to the allocation of income (loss) to Ben’s or BCH’s equity holders, the allocation of income (loss) to Ben’s and BCH’s equity holders, evaluation of potential loss contingencies principally related to ongoing legal matters, and evaluation of potential impairment of goodwill and other intangibles. |
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 and dividend income in the consolidated statements of comprehensive income (loss). Under the terms of certain of the ExAlt Plan TM 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, investments in private equity securities and other interests, 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 , permits, as a practical expedient, to estimate the fair value of these types of investments based on the net asset value (“NAV”) per share, or its equivalent, if the investment does not have a readily determinable fair value and if the NAV of such investments is calculated in a manner consistent with the measurement principles of ASC 946. The Company has elected to use NAV as a practical expedient to measure the fair value of these investments. These investments are valued based on the most recent available information, which typically has a delay due to the timing of financial information received from the individual investments. Accordingly, in determining the value of the investment, we may consider whether adjustments to the NAV are necessary in certain circumstances in which management is aware of material events that affect the value of the investments during the intervening period. 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. When our ownership percentage of an investment is greater than three to five percent, we categorize distributions from investments in alternative assets on our consolidated statement of cash flows using the cumulative earnings approach in accordance with ASC Topic 323, Investments — Equity Method and Joint Ventures . Under this approach, distributions received are classified as cash inflows from operating activities until such time that the cumulative distributions exceed cumulative earnings for the investment. When such an excess occurs, the excess portion of the current period distribution is considered a return of investment and is classified as a cash inflow from investing activities. • Investments in Public Equity Securities and Options Investments in public equity securities and options primarily represent common stock ownership in public companies (including GWG Holdings for periods prior to August 1, 2023) 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 represent ownership in privately held debt securities. Prior to August 1, 2023, investments in debt securities also included ownership in corporate debt securities, specifically, L Bonds of GWG Holdings (“L Bonds”) held by certain of the Customer ExAlt Trusts. Upon the effectiveness of GWG Holdings’ plan of reorganization on August 1, 2023, the investments in L Bonds converted to equity interests in the GWG Wind Down Trust, which are reflected in “other equity securities and interests.” These investments are classified and accounted for as available-for-sale (“AFS”) securities and are reported at fair value with unrealized gains and losses presented as a separate component of equity in the accumulated other comprehensive income line item. The Company follows ASC 326 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), a credit loss 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, only the credit loss component of the impairment is recognized in earnings, while the noncredit loss is recognized in accumulated other comprehensive income for available-for-sale securities. 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 credit loss 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 years ended March 31, 2024 and 2023, the Company recognized a credit loss on its investment in debt securities of nil and $12.6 million, respectively. Prior period credit losses substantially resulted from the Company’s 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 and Interests Ben and certain of the Customer ExAlt Trusts hold investments in equity securities of private companies with a readily determinable fair value, namely the GWG Wind Down Trust. As discussed above, on August 1, 2023, GWG Holdings’ plan of reorganization was declared effective and the Company’s investments in GWG Holdings’ common stock and L Bonds (previously accounted for as public equity securities and available-for-sale debt securities, respectively) were then transferred to an investment in the GWG Holdings Wind Down Trust. T he fair value of these equity interests is calculated using quoted prices for similar instruments observed in the equity capital markets and is classified as a Level 2 investment in the fair value hierarchy . Additionally, i nvestments in other equity securities are held by certain of the Customer ExAlt Trusts and represent ownership in equity securities of privately held companies, which do not have a readily determinable fair value. Equity securities that do not have readily determinable fair values are initially recorded at cost and subsequently remeasured, using the measurement alternative for equity investments that do not have readily determinable fair values, 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 |
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 five The Company capitalizes certain costs related to the development of internal-use software. Costs incurred during the application development phase are capitalized. The types of costs capitalized during the application development phase primarily include consulting fees for third-party developers working on these projects. Costs related to the preliminary project stage and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over the estimated useful life of the asset, which ranges from 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 amount of goodwill initially recorded is based on the fair value of the acquired entity at the time of acquisition. Management performs goodwill and intangible asset impairment testing annually or when events occur, or circumstances change that would more likely than not indicate impairment has occurred. Goodwill impairment exists when the carrying value of goodwill exceeds its implied fair value. The Company conducts its annual impairment test on January 1 each year. 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. |
Warranty Liability | Warrant Liability The Company accounts for its outstanding warrants, which are principally comprised of those assumed in the Transaction (as described in Note 4), in accordance with the guidance contained in ASC 815, Derivatives and Hedging , whereby under that provision these warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies these warrant instruments as a liability at fair value and adjusts the instruments to fair value at each reporting period using quoted market prices. This liability is re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s consolidated statements of comprehensive income (loss). Such warrant classification is also subject to re-evaluation at each reporting period. |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist primarily of trade payables comprised principally of outstanding legal fees and other professional service fees; accrued employee payroll, bonus, and commissions; accrued fees and other costs under the Bradley Capital Company service agreement and Aircraft Sublease (Note 16); accrued guaranteed payments related to the Preferred Series A-0 Unit Accounts (Note 13); and an accrued liability related to the equity award arbitration (Note 20 ). |
Other Liabilities | Other Liabilities Other lia bilities consist principally of a liability related to an interest commitment, deferred loan fees, 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. |
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 recognition threshold will result in either reduction of current or deferred tax assets, and/or recording of current or deferred tax liabilities. Interest and penalties related to income taxes are recorded in the other expense line item of the consolidated statements of comprehensive income (loss). Prior to the restructuring that resulted in Beneficient becoming a corporation, Beneficient was taxed as a Delaware Limited Partnership. In the event the subsequent entity, Beneficient a corporation, is audited by the taxing authority and assessed additional amounts due to the underpayment of tax in previous tax years, management intends to make the push-out election allowed by the U.S. Treasury Department. That election allows Beneficient to notify its partners of their share of imputed underpayment amounts for inclusion in their current tax returns. |
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) holders, which consists of Related Entities, an entity affiliated with a related party, a third party, and certain directors, of Preferred A.1 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 Related Entities, an entity affiliated with a related party, a third party, and certain directors, of Preferred A.0 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 Share | Earnings (Loss) per Common Share The Com pany computes net earnings (loss) per share attributable to common shareholders using the two-class method required for participating securities. The two-class method requires income available to common shareholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The two-class method also requires losses for the period to be allocated between common and participating securities based on their respective rights if the participating security contractually participates in losses. The Company determined that it had participating securities in the form of convertible, preferred equity securities. Basic net earnings (loss) per share attributable to common shareholders is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed in a similar manner, except that first the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares were issued using the treasury stock method or if-converted method based on the nature of such securities. See Note 14 for additional details. |
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. |
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 any expected insurance reimbursement, 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 equity-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. Expense is recognized on a straight-line basis over the requisite service period of the award, which is generally equal to the vesting period. The details of our equity-based compensation programs are discussed in Note 12 . |
Provision for Credit Losses | Provision for Credit Losses |
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 , (Topic 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The guidance also specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. 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 Recently Adopted and Not Yet Adopted | Accounting Standards Recently Adopted On April 1, 2023, we adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326) (“CECL”), along with the subsequently issued guidance amending and clarifying various aspects of ASU 2016-13, using the modified retrospective method as required. In accordance with that method, the comparative period’s information continues to be reported under the relevant accounting guidance in effect for that period. Upon adoption of ASU 2016-13, the incurred loss impairment method was replaced with a new impairment model that reflects current expected lifetime losses for our ExAlt Loans receivables. The adoption of ASU 2016-13 resulted in a cumulative-effect adjustment to decrease opening common units (in the absence of retained earnings or accumulated deficit) prior to the consolidation of the Customer ExAlt Trusts by $61.1 million, resulting from an increase to our allowance for credit losses on ExAlt Loans. There is no impact to the consolidated financial statements as loans receivable on the ExAlt Loans and its related allowance for credit losses is eliminated in the presentation of the consolidated financial statements but such credit losses on the ExAlt Loans directly impacts the net income (loss) attributable to the various equity securities of Ben and BCH. The adoption of this new guidance did not result in a material impact to our available-for-sale debt securities portfolio or asset classes other than loans receivable. Accounting Standards Not Yet Adopted ASU 2023-09, Income Taxes , (Topic 740) was issued in December 2023, which expands income tax disclosure requirements to include additional information related to the rate reconciliation of our effective tax rates to statutory rates as well as additional disaggregation of taxes paid. The amendments in ASU 2023-09 also remove disclosures related to certain unrecognized tax benefits and deferred taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, or our fiscal year beginning April 1, 2025. The amendments may be applied prospectively or retrospectively, and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures. ASU 2023-07, Segment Reporting , (Topic 280) was issued in November 2023 and expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 will have no impact on the Company’s financial condition or results of operations. The Company is evaluating the impact to the related segment reporting disclosures. ASU 2020-04, Reference Rate Reform , (Topic 848) was issued in March 2020. The amendments in Topic 848 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. Topic 848 can be applied by all entities as of the beginning of the interim period that includes March 12, 2020, or any date thereafter, and entities may elect to apply the amendments prospectively through December 31, 2022. On December 31, 2022, ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 was issued, which extends the period of time entities can utilize the reference rate reform relief guidance under ASU 2020-04 from December 31, 2022 to December 31, 2024. We have not utilized the optional expedients and exceptions provided by this standard, and are currently evaluating the impact of this standard on our consolidated financial statements and disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
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 March 31, (in thousands) 2024 2023 Credit loss on AFS debt securities (Note 5) $ — $ 12,621 Bad debt expense on related party receivable (Note 9) — 6,723 Bad debt expense on other receivables 6,016 1,236 Provision for credit losses $ 6,016 $ 20,580 |
Understanding our Financial S_2
Understanding our Financial Statements and the Impact to the Common Shareholder (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [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 shareholders and reiterates that the consolidation of the Customer ExAlt Trusts has no impact on the net income (loss) attributable to Beneficient’s common shareholders. Year Ended March 31, (in thousands) 2024 2023 Operating income (loss) Ben Liquidity $ (1,810,964) $ (46,512) Ben Custody (588,811) 24,046 Corporate & Other (210,169) (112,845) Less: Loss on extinguishment of debt, net (intersegment elimination) 3,940 — Less: Income tax expense (benefit) (allocable to Ben and BCH equityholders) 121 (1,072) Less: Net loss attributable to noncontrolling interests - Ben 535,157 19,081 Less: Noncontrolling interest guaranteed payment (16,793) (15,822) Net loss attributable to common shareholders $ (2,095,641) $ (130,980) The following tables include the results of each of the Company’s reportable segments reconciled to the consolidated financial statements (dollars in thousands): Year Ended March 31, 2024 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total External revenues Investment loss, net $ — $ — $ 4,791 $ — $ — $ 4,791 Loss on financial instruments, net — — (102,584) (1,937) — (104,521) Interest income — — 10 447 — 457 Trust services and administration revenues — 365 — — — 365 Other income — — 215 (3) — 212 Intersegment revenues Interest income 46,947 — — — (46,947) — Trust services and administration revenues — 24,169 — — (24,169) — Total revenues 46,947 24,534 (97,568) (1,493) (71,116) (98,696) External expenses Employee compensation and benefits 5,903 2,297 — 56,929 — 65,129 Interest expense 8,724 — 4,091 4,744 — 17,559 Professional services 1,993 1,187 3,277 23,542 — 29,999 Provision for credit losses — — 254 5,762 — 6,016 Loss on impairment of goodwill 1,725,880 583,323 — 45,117 — 2,354,320 Loss on arbitration — — — 54,973 — 54,973 Other expenses 2,057 997 1,191 17,609 — 21,854 Intersegment expenses Interest expense — — 126,339 — (126,339) — Provision for loan losses 113,354 25,541 — — (138,895) — Other expenses — — 15,345 — (15,345) — Total expenses 1,857,911 613,345 150,497 208,676 (280,579) 2,549,850 Operating income (loss) $ (1,810,964) $ (588,811) $ (248,065) $ (210,169) $ 209,463 $ (2,648,546) As of March 31, 2024 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total Loans to Customer ExAlt Trusts, net $ 256,184 $ — $ — $ — $ (256,184) $ — Investments, at fair value — — 329,113 6 — 329,119 Other assets 5,814 20,398 19,467 12,510 (35,513) 22,676 Goodwill and intangible assets, net — 10,896 — 5,810 — 16,706 Total Assets $ 261,998 $ 31,294 $ 348,580 $ 18,326 $ (291,697) $ 368,501 Year Ended March 31, 2023 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations 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 Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total Loans to Customer ExAlt Trusts, net $ 366,760 $ — $ — $ — $ (366,760) $ — 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 $ 2,102,087 $ 641,685 $ 502,306 $ 78,138 $ (413,521) $ 2,910,695 |
De-SPAC Merger Transaction (Tab
De-SPAC Merger Transaction (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
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 BCH Class S Ordinary Units Received BCG Class B Units Received BHI $ 177,195 178 178 Bruce W. Schnitzer 988 1 1 Hicks Holdings Operating, LLC 13,222 14 14 Total $ 191,405 193 193 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 BCH Class S Ordinary Units Received BCG Class A Units Received Bruce W. Schnitzer $ 734 9 9 Richard W. Fisher 1,722 10 10 Total $ 2,456 19 19 |
Investments, at Fair Value (Tab
Investments, at Fair Value (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
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): March 31, 2024 March 31, 2023 Ben Customer ExAlt Trusts Ben Customer ExAlt Trusts Alternative assets $ — $ 293,916 $ — $ 385,851 Public equity securities and option — 4,897 4,742 8,087 Debt securities available-for-sale — 2,962 620 76,278 Other equity securities and interests 6 27,338 — 21,643 Total investments, at fair value $ 6 $ 329,113 $ 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 March 31, 2024 and 2023 are presented below: As of March 31, 2024 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Public equity securities $ 4,897 $ — $ — $ 4,897 Other equity interests — 558 — 558 Debt securities available-for-sale, other — 998 1,964 2,962 Liabilities: Warrant liability 178 — — 178 Prepaid forward liability 14 — — 14 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 |
Alternative Investments | Our portfolio of alternative asset investments, held by certain of the Customer ExAlt Trusts by asset class of each fund as of March 31, 2024 and 2023, is summarized below (in thousands): Alternative Investments Portfolio Summary March 31, 2024 March 31, 2023 Asset Class Carrying Value Unfunded Commitments Carrying Value Unfunded Commitments Venture Capital $ 139,495 $ 2,548 $ 165,933 $ 2,810 Private Equity 116,462 38,401 145,073 47,218 Natural Resources 17,553 3,340 27,756 5,240 Private Real Estate 8,760 2,907 10,391 4,800 Hedge Funds 6,095 245 24,935 337 Other (1) 5,551 382 11,763 730 Total $ 293,916 $ 47,823 $ 385,851 $ 61,135 (1) “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 as of March 31, 2024 and 2023 are summarized as follows: March 31, 2024 (Dollars in thousands) Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Other debt securities $ 2,685 $ 1,337 $ (1,060) $ 2,962 Total available-for-sale debt securities $ 2,685 $ 1,337 $ (1,060) $ 2,962 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 debt securities $ 66,998 $ 18,780 $ (8,880) $ 76,898 The contractual maturities of available-for-sale debt securities as of March 31, 2024 and 2023 are as follows: March 31, 2024 March 31, 2023 (Dollars in thousands) Amortized Cost Basis Fair Value Amortized Cost Basis Fair Value Due in one year or less $ 1,687 $ 1,964 $ 66,000 $ 75,900 No fixed maturity 998 998 998 998 $ 2,685 $ 2,962 $ 66,998 $ 76,898 |
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 March 31, 2024 and 2023: March 31, 2024 March 31, 2023 (Dollars in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate debt securities (L Bonds): Twelve months or longer $ — $ — $ 73,822 $ 7,924 Other debt securities: Less than twelve months — — 2,078 956 Twelve months or longer 1,964 1,060 — — Total available-for-sale debt securities with unrealized losses $ 1,964 $ 1,060 $ 75,900 $ 8,880 |
Debt Securities, Available-for-Sale, Allowance for Credit Loss | The following table is a rollforward of credit-related losses recognized in earnings for the periods presented below: Year Ended March 31, (Dollars in thousands) 2024 2023 Balance, beginning of period $ 31,290 $ 18,669 Increase in credit-related loss amounts previously recognized — 12,621 Balance, end of period $ 31,290 $ 31,290 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
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): March 31, 2024 March 31, 2023 Ben Customer ExAlt Trusts Ben Customer ExAlt Trusts Alternative assets $ — $ 293,916 $ — $ 385,851 Public equity securities and option — 4,897 4,742 8,087 Debt securities available-for-sale — 2,962 620 76,278 Other equity securities and interests 6 27,338 — 21,643 Total investments, at fair value $ 6 $ 329,113 $ 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 March 31, 2024 and 2023 are presented below: As of March 31, 2024 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Public equity securities $ 4,897 $ — $ — $ 4,897 Other equity interests — 558 — 558 Debt securities available-for-sale, other — 998 1,964 2,962 Liabilities: Warrant liability 178 — — 178 Prepaid forward liability 14 — — 14 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 |
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): Year Ended March 31, 2024 2023 Public equity securities Related party equity securities $ (3,702) $ (63,536) Other public equity securities (237) 523 Put options (3,023) (3,460) Warrant liability 2,477 — Prepaid forward liability (14) — Derivative liability 1,581 4,595 Other equity securities and interests Related party, with a readily determinable fair value (1) (63,755) — Other, without a readily determinable fair value (37,848) 10,457 Gain (loss) on financial instruments, net $ (104,521) $ (51,421) (1) Includes realized net gains of $13.7 million related to the Company’s previously classified available-for-sale debt securities upon reclassification from accumulated other comprehensive income during the year ended March 31, 2024 . |
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 March 31, 2024 $ 1,964 Market Approach Enterprise value-to-revenue multiple 0.2x – 18.9x 1.77x March 31, 2023 $ 2,078 Market Approach Enterprise value-to-revenue multiple 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 March 31, 2023. As discussed in Note 10, there was no such derivative liability at March 31, 2024 as the derivative liability was extinguished along with its related debt on October 18, 2023 (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 |
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: Year Ended March 31, (Dollars in thousands) 2024 2023 Beginning balance $ 2,078 $ 3,000 Gains (losses) recognized in accumulated other comprehensive income (loss) (1) (114) (922) Ending balance $ 1,964 $ 2,078 (1) Recorded in unrealized gain (loss) on available-for-sale debt securities. |
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: (dollars in thousands) Year Ended Year Ended Beginning balance $ 3,513 $ 8,108 (Gains) losses recognized in earnings (1) (1,581) (4,595) Gain recognized in loss on extinguishment of debt, net (1,932) — Ending balance $ — $ 3,513 (1) Recorded in (gain) loss on financial instruments, net. |
Schedule of Goodwill | The change in goodwill at each reporting unit was as follows: (dollars in thousands) March 31, 2023 Impairment March 31, 2024 Ben Liquidity $ 1,725,880 $ (1,725,880) $ — Ben Custody 594,219 (583,323) 10,896 Ben Insurance 37,942 (37,942) — Ben Markets 9,885 (7,175) 2,710 Total Goodwill $ 2,367,926 $ (2,354,320) $ 13,606 |
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 March 31, 2024 and 2023, were as noted in the table below: As of March 31, 2024 (Dollars in thousands) Level in Fair Value Hierarchy Carrying Amount Estimated Fair Value Financial assets: Cash and cash equivalents 1 $ 7,913 $ 7,913 Restricted cash 1 64 64 Financial liabilities: Debt due to related parties 2 120,505 129,327 Accounts payable and accrued expenses 1 157,157 157,157 As of March 31, 2023 (Dollars in thousands) Level in Fair Value Hierarchy Carrying Amount Estimated Fair Value 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, net 2 99,314 96,465 Accounts payable and accrued expenses 1 65,724 65,724 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
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, 2024 March 31, 2023 Computer hardware and software $ 11,864 $ 9,899 Buildings 188 188 Furniture, fixtures, and equipment 139 139 Leasehold improvements 109 109 Other 73 73 Fixed assets, gross 12,373 10,408 Accumulated depreciation and amortization (10,327) (6,551) Internal use software in process 282 487 Fixed assets, net $ 2,328 $ 4,344 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
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 years ended March 31, 2024 and 2023. (Dollars in thousands) March 31, 2023 Impairment March 31, 2024 Amortization Goodwill Ben Liquidity $ 1,725,880 $ (1,725,880) $ — Indefinite Ben Custody 594,219 (583,323) 10,896 Indefinite Ben Insurance 37,942 (37,942) — Indefinite Ben Markets 9,885 (7,175) 2,710 Indefinite Total goodwill 2,367,926 (2,354,320) 13,606 Indefinite Insurance license 3,100 — 3,100 Indefinite Total goodwill and intangible assets $ 2,371,026 $ (2,354,320) $ 16,706 (Dollars in thousands) March 31, 2022 Additions 1 Reporting Unit Allocation Impairment March 31, 2023 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. |
Other Assets and Other Liabil_2
Other Assets and Other Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Assets | The following table details the components of other assets: (Dollars in thousands) March 31, 2024 March 31, 2023 Promissory note receivable $ 5,515 $ 5,104 Allowance for promissory note receivable and other receivables (5,515) — Prepaid expenses 4,054 2,329 Loan fee receivable 2,932 — Insurance reimbursable receivable 2,840 3,211 Fixed assets (Note 7) 2,328 4,344 Distribution receivables — 5,891 Deferred costs of equity offering 343 7,778 Related party receivables — 17,795 Allowance for related party receivables — (15,600) Other assets 2,202 2,051 Total Other assets, net $ 14,699 $ 32,903 |
Other Liabilities | The following table details the components of other liabilities: (Dollars in thousands) March 31, 2024 March 31, 2023 Interest commitments $ 18,243 $ 13,499 Accrued interest on debt due to related parties 9,740 — Deferred upfront fees 2,717 — Other 1,027 1,123 Total Other liabilities $ 31,727 $ 14,622 |
Debt Due to Related Parties (Ta
Debt Due to Related Parties (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of March 31, 2024 and 2023, the Company’s debt due to related parties consisted of the following: (Dollars in thousands) March 31, 2024 March 31, 2023 First Lien Credit Agreement $ 21,264 $ 21,350 Second Lien Credit Agreement 72,996 73,291 Term Loan 25,000 — Other borrowings 2,180 2,076 Unamortized debt (discount) premium, net (935) 2,597 Total debt due to related parties, net $ 120,505 $ 99,314 |
Schedule of Maturities of Long-Term Debt | of principal and accrued interest 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 Related Parties 2025 $ 23,444 2026 — 2027 25,000 2028 72,996 2029 — |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
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 the period ended below: Range of Targets Unobservable Inputs Year Ended Expected term in years 4 Discount rate 32.1% Discount for lack of marketability 23.1% Long-term growth rate (after discrete projection period) 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 years ended March 31, 2024 and 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, 2022 1,118 $ 9.78 23 $ 10.00 Granted during the period 35 10.67 8 10.00 Vested during the period (646) 9.73 (8) 10.00 Forfeited during the period (69) 10.00 (1) 10.00 Balance, March 31, 2023 438 $ 10.04 22 $ 10.00 Granted during the period — — 51 2.73 Vested during the period (287) 9.75 (40) 5.17 Forfeited during the period (34) 10.18 (7) 4.09 Balance, March 31, 2024 117 $ 10.34 26 $ 4.69 |
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 years ended March 31, 2024 and 2023 : Year Ended (dollars in thousands) 2024 2023 BMP equity units $ 1,854 $ 4,297 Restricted stock units 18,415 4,358 Preferred equity 858 1,430 Other (1) 17,976 — Total share-based compensation $ 39,103 $ 10,085 (1) Includes $15.0 million of compensation recognized related to the BCG Recapitalization and $3.0 million recognized for equity based compensation issued to employees for Ben Liquidity transactions. |
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 March 31, 2024 : (dollars in thousands) BMP RSU Commissions Total 2025 $ 540 $ 2,894 $ 191 $ 3,625 2026 242 2,096 60 2,398 2027 14 994 — 1,008 2028 — — — — 2029 — — — — Total $ 796 $ 5,984 $ 251 $ 7,031 Weighted-average period to be recognized 1.56 2.64 1.40 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Redeemable Noncontrolling Interest | The following table presents a rollforward of the redeemable noncontrolling interests for the years ended March 31, 2024 and 2023 : Redeemable Noncontrolling Interests (Dollars in thousands) Preferred Series A.0 Preferred Series A.1 Total Redeemable Noncontrolling Interests Balance, March 31, 2022 249,907 742,331 992,238 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 1,145 (1,145) — BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual (15,822) — (15,822) Balance, March 31, 2023 251,052 699,441 950,493 Net income (loss) 16,793 — 16,793 Reclass of BCH Preferred A.1 from temporary to permanent equity — (699,441) (699,441) BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual (16,793) — (16,793) Balance, March 31, 2024 $ 251,052 $ — $ 251,052 |
Net Loss per Unit (Tables)
Net Loss per Unit (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted net loss attributable to Beneficient per common share for the years ended March 31, 2024 and 2023, are as follows: Year Ended (Dollars in thousands) 2024 2023 Net loss $ (2,658,180) $ (252,100) Less: Net (income) loss attributable to noncontrolling interests 579,332 136,942 Less: Noncontrolling interest guaranteed payment (16,793) (15,822) Net loss attributable to Beneficient (2,095,641) (130,980) Net loss attributable to Beneficient common shareholders $ (2,095,641) $ (130,980) Net loss attributable to Class A common shareholders (1,955,861) (118,402) Net loss attributable to Class B common shareholders (139,780) (12,578) Weighted average of common shares outstanding — basic and diluted Class A 2,904,851 2,252,228 Class B 239,256 239,256 Net loss attributable to Beneficient per common share - Basic and Diluted Class A $ (673.31) $ (52.57) Class B $ (584.23) $ (52.57) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | In computing diluted net loss per share, we considered potentially dilutive shares. Anti-dilutive shares not recognized in the diluted net loss per share calculation for the years ended March 31, 2024 and 2023, were as follows: Shares Year Ended 2024 2023 Series B Preferred Stock 29,786 — Class S Ordinary 67,936 72,948 Class S Preferred 606 1,171 Preferred Series A Subclass 0 1,044,524 247,450 Preferred Series A Subclass 1 3,510,235 797,395 Preferred Series C 151,917 200,861 Restricted Stock Units 100,214 105,133 Warrants 312,012 — Total anti-dilutive securities 5,217,230 1,424,958 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) for the years ended March 31, 2024 and 2023, were as follows: Year Ended March 31, (Dollars in thousands) 2024 2023 Deferred expense Federal $ 788 $ (1,072) Income tax expense (benefit) $ 788 $ (1,072) |
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 years ended March 31, 2024 and 2023 are shown below: Year Ended March 31, (Dollars in thousands) 2024 2023 Expected statutory income tax benefit $ (558,052) $ (51,011) Amounts not deductible for income tax - goodwill impairment 490,969 — Amounts not deductible for income tax - other 4,919 505 Amounts attributable to non-taxable flow-through entities 2,855 41,240 Change in valuation allowance 60,097 8,194 Income tax expense (benefit) $ 788 $ (1,072) |
Schedule of Deferred Tax Assets and Liabilities | The components of gross deferred tax assets and gross deferred tax liabilities as of March 31, 2024 and 2023 , are as follows (included in other assets): (Dollars in thousands) March 31, 2024 March 31, 2023 Deferred income tax assets: Passthrough differences - temporary $ 28,130 $ 17,142 Loss on arbitration 11,544 — Share-based compensation 4,567 — Net operating loss 17,658 991 Non-current deferred income tax assets 61,899 18,133 Deferred income tax liabilities: Other — — Non-current deferred income tax liabilities — — Less: valuation allowance 61,899 18,133 Total deferred income tax liability $ — $ — |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
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) March 31, 2024 March 31, 2023 Assets: Cash and cash equivalents $ 963 $ 3,259 Restricted cash 64 819 Investments, at fair value 329,113 491,859 Other assets 30 5,891 Total Assets of VIEs $ 330,170 $ 501,828 Liabilities: Accounts payable and accrued expense $ 1,670 $ 1,945 Other liabilities 109 132 Customer ExAlt Trusts loan payable, net — 52,129 Total Liabilities of VIEs $ 1,779 $ 54,206 Equity: Treasury stock $ (3,444) $ (3,444) Noncontrolling interests (165,712) (118,299) Accumulated other comprehensive income (loss) 276 9,900 Total Equity of VIEs $ (168,880) $ (111,843) The consolidated statements of comprehensive income (loss) for the periods presented include the following amounts from these consolidated VIEs. (Dollars in thousands) Year Ended Year Ended Revenues Investment income (loss), net $ 4,791 $ (54,010) (Gain) loss on financial instruments, net (102,584) (35,085) Interest income 10 54 Other income 215 — Total revenues (97,568) (89,041) Operating expenses Interest expense 4,091 8,957 Provision for credit losses 254 13,843 Professional services 3,277 5,032 Other expenses 1,191 1,905 Total operating expenses 8,813 29,737 Loss on extinguishment of debt, net 8,846 — Net income (loss) $ (115,227) $ (118,778) Net income (loss) attributable to noncontrolling interests $ (44,175) $ (117,861) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [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 shareholders and reiterates that the consolidation of the Customer ExAlt Trusts has no impact on the net income (loss) attributable to Beneficient’s common shareholders. Year Ended March 31, (in thousands) 2024 2023 Operating income (loss) Ben Liquidity $ (1,810,964) $ (46,512) Ben Custody (588,811) 24,046 Corporate & Other (210,169) (112,845) Less: Loss on extinguishment of debt, net (intersegment elimination) 3,940 — Less: Income tax expense (benefit) (allocable to Ben and BCH equityholders) 121 (1,072) Less: Net loss attributable to noncontrolling interests - Ben 535,157 19,081 Less: Noncontrolling interest guaranteed payment (16,793) (15,822) Net loss attributable to common shareholders $ (2,095,641) $ (130,980) The following tables include the results of each of the Company’s reportable segments reconciled to the consolidated financial statements (dollars in thousands): Year Ended March 31, 2024 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total External revenues Investment loss, net $ — $ — $ 4,791 $ — $ — $ 4,791 Loss on financial instruments, net — — (102,584) (1,937) — (104,521) Interest income — — 10 447 — 457 Trust services and administration revenues — 365 — — — 365 Other income — — 215 (3) — 212 Intersegment revenues Interest income 46,947 — — — (46,947) — Trust services and administration revenues — 24,169 — — (24,169) — Total revenues 46,947 24,534 (97,568) (1,493) (71,116) (98,696) External expenses Employee compensation and benefits 5,903 2,297 — 56,929 — 65,129 Interest expense 8,724 — 4,091 4,744 — 17,559 Professional services 1,993 1,187 3,277 23,542 — 29,999 Provision for credit losses — — 254 5,762 — 6,016 Loss on impairment of goodwill 1,725,880 583,323 — 45,117 — 2,354,320 Loss on arbitration — — — 54,973 — 54,973 Other expenses 2,057 997 1,191 17,609 — 21,854 Intersegment expenses Interest expense — — 126,339 — (126,339) — Provision for loan losses 113,354 25,541 — — (138,895) — Other expenses — — 15,345 — (15,345) — Total expenses 1,857,911 613,345 150,497 208,676 (280,579) 2,549,850 Operating income (loss) $ (1,810,964) $ (588,811) $ (248,065) $ (210,169) $ 209,463 $ (2,648,546) As of March 31, 2024 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total Loans to Customer ExAlt Trusts, net $ 256,184 $ — $ — $ — $ (256,184) $ — Investments, at fair value — — 329,113 6 — 329,119 Other assets 5,814 20,398 19,467 12,510 (35,513) 22,676 Goodwill and intangible assets, net — 10,896 — 5,810 — 16,706 Total Assets $ 261,998 $ 31,294 $ 348,580 $ 18,326 $ (291,697) $ 368,501 Year Ended March 31, 2023 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations 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 Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total Loans to Customer ExAlt Trusts, net $ 366,760 $ — $ — $ — $ (366,760) $ — 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 $ 2,102,087 $ 641,685 $ 502,306 $ 78,138 $ (413,521) $ 2,910,695 |
Risks and Uncertainties (Tables
Risks and Uncertainties (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
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 (dollars in thousands): March 31, 2024 March 31, 2023 Industry Sector Value Percent of Total Value Percent of Total Software and services $ 42,908 14.6 % $ 54,944 14.2 % Food and staples retailing 41,721 14.2 38,210 9.9 Diversified financials 30,297 10.3 52,544 13.6 Utilities 28,768 9.8 28,043 7.3 Capital goods 23,146 7.9 27,707 7.2 Energy 19,930 6.8 26,721 6.9 Health care equipment and services 16,520 5.6 23,626 6.1 Semiconductors and semiconductor equipment 16,144 5.5 17,935 4.6 Other (1) 74,482 25.3 116,121 30.2 Total $ 293,916 100.0 % $ 385,851 100.0 % (1) Industries in this category each comprise less than 5 percent. March 31, 2024 March 31, 2023 Geography Value Percent of Total Value Percent of Total North America $ 164,205 55.9 % $ 239,951 62.2 % Asia 49,385 16.8 62,016 16.1 South America 43,543 14.8 41,423 10.7 Europe 35,870 12.2 38,874 10.1 Africa 913 0.3 3,587 0.9 Total $ 293,916 100.0 % $ 385,851 100.0 % |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
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: March 31, 2024 March 31, 2023 Cash and cash equivalents $ 7,913 $ 8,726 Restricted cash 64 819 Total cash, cash equivalents and restricted cash $ 7,977 $ 9,545 |
Overview of the Business (Detai
Overview of the Business (Details) | 6 Months Ended | 12 Months Ended | |||||||||||
Nov. 03, 2023 employee | Oct. 19, 2023 USD ($) | Jul. 11, 2023 employee | Jun. 27, 2023 USD ($) | Mar. 28, 2022 USD ($) | Dec. 07, 2021 $ / shares | Dec. 06, 2021 $ / shares | Mar. 31, 2024 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Jun. 20, 2024 USD ($) | May 31, 2024 USD ($) | ||
Business Acquisition [Line Items] | |||||||||||||
Charitable contribution percentage | 0.025 | 0.025 | |||||||||||
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 | $ 7,913,000 | $ 7,913,000 | $ 8,726,000 | [1] | |||||||||
Net loss | (2,658,180,000) | (252,100,000) | |||||||||||
Accumulated deficit | (2,059,214,000) | (2,059,214,000) | 0 | [1] | |||||||||
Loss on arbitration | 54,973,000 | $ 0 | |||||||||||
Outstanding borrowings maturing in the remainder of 2025 | 23,444,000 | $ 23,444,000 | |||||||||||
Employees furloughed | employee | 15 | 30 | |||||||||||
Percentage of workforce furloughed | 10% | 20% | |||||||||||
MHT Securities, L.P. | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Consideration transferred | $ 300,000 | ||||||||||||
Standby Equity Purchase Agreement | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Standby Equity Purchase Agreement, sale of stock | $ 1,300,000 | ||||||||||||
Term Loan | Term Loan | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Term loan period | 3 years | ||||||||||||
Principal amount | $ 25,000,000 | ||||||||||||
Maximum | Standby Equity Purchase Agreement | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Standby Equity Purchase Agreement, sale of stock | $ 250,000,000 | ||||||||||||
Subsequent Event | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash and cash equivalents | $ 6,400,000 | ||||||||||||
Common Class A | Subsequent Event | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Stock value issuable | $ 246,300,000 | ||||||||||||
BCH | Subclass 1 Class A Units | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Ownership interest | 1 | 1 | |||||||||||
Related Party | Term Loan | Term Loan | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Term loan period | 3 years | ||||||||||||
Principal amount | $ 25,000,000 | ||||||||||||
[1] Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||
Apr. 01, 2023 USD ($) | Apr. 30, 2024 | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Increase in allowance for loan losses | $ 61,100,000 | |||
OTTI on investment in debt securities | $ 0 | $ 12,621,000 | ||
Subsequent Event | ||||
Property, Plant and Equipment [Line Items] | ||||
Stock split conversion ratio | 0.0125 | |||
Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful life of fixed assets | 3 years | |||
Minimum | Subsequent Event | ||||
Property, Plant and Equipment [Line Items] | ||||
Stock split conversion ratio | 0.1 | |||
Minimum | Internal-use software | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful life of software assets | 1 year | |||
Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful life of fixed assets | 5 years | |||
Maximum | Subsequent Event | ||||
Property, Plant and Equipment [Line Items] | ||||
Stock split conversion ratio | 0.01 | |||
Maximum | Internal-use software | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful life of software assets | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Credit Losses (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Credit loss on AFS debt securities (Note $0.005) | $ 0 | $ 12,621,000 |
Bad debt expense on related party receivable (Note 0.009) | 0 | 6,723,000 |
Bad debt expense on other receivables | 6,016,000 | 1,236,000 |
Provision for credit losses | $ 6,016,000 | $ 20,580,000 |
Understanding our Financial S_3
Understanding our Financial Statements and the Impact to the Common Shareholder - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ (98,696) | $ (104,903) |
Customer ExAlt Trusts | ||
Segment Reporting Information [Line Items] | ||
Recurring fee, percentage | 2.80% | |
Consolidating Eliminations | ||
Segment Reporting Information [Line Items] | ||
Total revenues | $ 71,116 | 79,831 |
Allowance for loan losses | $ 138,895 | 80,749 |
Minimum | ||
Segment Reporting Information [Line Items] | ||
Expected life | 7 years | |
Minimum | Customer ExAlt Trusts | ||
Segment Reporting Information [Line Items] | ||
Interest rate | 5% | |
One time fee, percentage | 1% | |
Maximum | ||
Segment Reporting Information [Line Items] | ||
Expected life | 10 years | |
Maximum | Customer ExAlt Trusts | ||
Segment Reporting Information [Line Items] | ||
Interest rate | 14% | |
One time fee, percentage | 7% | |
Ben Liquidity | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | $ 46,947 | 50,819 |
Ben Liquidity | Consolidating Eliminations | ||
Segment Reporting Information [Line Items] | ||
Allowance for loan losses | 113,354 | 80,749 |
Loan losses related to fee receivables | 25,500 | |
Loan losses related to notes receivable | 6,000 | |
Ben Custody | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 24,534 | 29,042 |
Ben Custody | Consolidating Eliminations | ||
Segment Reporting Information [Line Items] | ||
Allowance for loan losses | $ 25,541 | $ 0 |
Understanding our Financial S_4
Understanding our Financial Statements and the Impact to the Common Shareholder - Disaggregated Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Operating income (loss) | $ (2,648,546) | $ (253,172) |
Less: Loss on extinguishment of debt, net (intersegment elimination) | (8,846) | 0 |
Income tax expense (benefit) | 788 | (1,072) |
Less: Net loss attributable to noncontrolling interests | 579,332 | 136,942 |
Less: Noncontrolling interest guaranteed payment | (16,793) | (15,822) |
Net loss attributable to Beneficient common shareholders | (2,095,641) | (130,980) |
Operating Segments | Ben Liquidity | ||
Segment Reporting Information [Line Items] | ||
Operating income (loss) | (1,810,964) | (46,512) |
Operating Segments | Ben Custody | ||
Segment Reporting Information [Line Items] | ||
Operating income (loss) | (588,811) | 24,046 |
Corporate & Other | ||
Segment Reporting Information [Line Items] | ||
Operating income (loss) | (210,169) | (112,845) |
Consolidating Eliminations | ||
Segment Reporting Information [Line Items] | ||
Operating income (loss) | (209,463) | (130,177) |
Less: Loss on extinguishment of debt, net (intersegment elimination) | 3,940 | 0 |
Beneficient | ||
Segment Reporting Information [Line Items] | ||
Income tax expense (benefit) | 121 | (1,072) |
Consolidated Entity, Excluding Consolidated VIE | ||
Segment Reporting Information [Line Items] | ||
Less: Net loss attributable to noncontrolling interests | $ 535,157 | $ 19,081 |
De-SPAC Merger Transaction - Na
De-SPAC Merger Transaction - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Jul. 10, 2023 $ / shares shares | 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 ($) | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | ||
Class of Stock [Line Items] | ||||||||||
Anniversary of closing date | 10 years | |||||||||
Discount rate | 0.20 | |||||||||
Valuation (in dollars per share) | $ / shares | $ 800 | |||||||||
Discounted valuation (in dollars per share) | $ / shares | $ 640 | |||||||||
Compensation expense | $ | $ 39,103 | $ 10,085 | ||||||||
Cash and cash equivalents | $ | 7,913 | 8,726 | [1] | |||||||
Net proceeds | $ | $ 1,800 | |||||||||
Fair value | $ | 178 | 0 | [1] | |||||||
Gain on put options | $ | (104,521) | $ (51,421) | ||||||||
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 | APIC (2) | ||||||||||
Class of Stock [Line Items] | ||||||||||
Transaction expense | $ | $ 21,700 | |||||||||
Beneficient Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Units converted (in shares) | 295,313 | |||||||||
Warrants outstanding (in shares) | 296,969 | 308,747 | ||||||||
Warrants issued (in shares) | 296,969 | |||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 920 | |||||||||
Earnout period | 5 years | |||||||||
Minimum number of days for written notice | 30 days | |||||||||
Number of trading days | 20 days | |||||||||
Number of consecutive trading days | 30 days | |||||||||
Threshold business days | 3 days | |||||||||
Share price (in dollars per share) | $ / shares | $ 800 | |||||||||
Fair value | $ | $ 200 | |||||||||
Gain on put options | $ | $ 2,500 | |||||||||
Beneficient Warrants | $18.00 Minimum Share Price | ||||||||||
Class of Stock [Line Items] | ||||||||||
Repurchase price (in dollars per share) | $ / shares | 0.80 | |||||||||
Share price (in dollars per share) | $ / shares | 1,440 | |||||||||
Beneficient Warrants | $10.00 Minimum Share Price | ||||||||||
Class of Stock [Line Items] | ||||||||||
Repurchase price (in dollars per share) | $ / shares | $ 8 | |||||||||
Avalon Warrants, Publicly Traded | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants assumed (in shares) | 194,063 | |||||||||
Avalon Warrants, Private Placement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants assumed (in shares) | 101,250 | |||||||||
Closing period | 30 days | |||||||||
Avalon Class A Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Price per unit (in dollars per share) | $ / shares | $ 847.04 | |||||||||
Aggregate amount received | $ | $ 25,000 | |||||||||
Reserve amount | $ | 20,000 | |||||||||
Units converted (in shares) | 1 | |||||||||
Transaction expense | $ | $ 26,100 | |||||||||
Avalon Class A Common Stock | Ben | ||||||||||
Class of Stock [Line Items] | ||||||||||
Aggregate amount received | $ | 5,000 | |||||||||
Disbursed amount | $ | $ 5,000 | |||||||||
Avalon Class A Common Stock | River North, L.P. | ||||||||||
Class of Stock [Line Items] | ||||||||||
Aggregate amount received | $ | $ 20,000 | |||||||||
Series A Convertible Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||
Common Class A | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 372.80 | $ 0.001 | $ 0.001 | |||||||
Shares held post conversion (in shares) | 36,956 | |||||||||
Minimum price per share (in dollars per share) | $ / shares | $ 400 | |||||||||
Maximum percentage of stock to sell | 10% | |||||||||
Units converted (in shares) | 1.25 | |||||||||
Valuation (in dollars per share) | $ / shares | $ 10 | |||||||||
Units converted (in shares) | 550,510 | 17,456 | ||||||||
Issuance of stock (in shares) | 99,649 | |||||||||
Units outstanding (in shares) | 2,358,429 | 3,339,000 | 2,244,000 | |||||||
Units issued (in shares) | 2,358,429 | 3,348,000 | 2,252,000 | |||||||
Conversion of shares upon issuance (in shares) | 0.25 | |||||||||
Additional shares (in shares) | 8,595 | |||||||||
Stock outstanding following combination (in shares) | 2,367,244 | |||||||||
Securities exercisable (in shares) | 1 | |||||||||
Common Class A | Conversion of BCG Common Class A Units | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issued in connection to conversion (in shares) | 1,076,462 | |||||||||
Common Class A | Conversion of BCG Preferred B-2 Units | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issued in connection to conversion (in shares) | 1,175,632 | |||||||||
Common Class A | Minimum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Volume weighted average share price (in dollars per share) | $ / shares | $ 400 | |||||||||
Common Class A | Maximum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Volume weighted average share price (in dollars per share) | $ / shares | $ 640 | |||||||||
FPA, Purchased Shares | ||||||||||
Class of Stock [Line Items] | ||||||||||
Purchase agreement, transaction shares (in shares) | 13,305 | |||||||||
FPA, Prepaid Forward Shares | ||||||||||
Class of Stock [Line Items] | ||||||||||
Purchase agreement, transaction shares (in shares) | 23,651 | |||||||||
Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Price per unit (in dollars per share) | $ / shares | $ 847.04 | $ 5.36 | ||||||||
Series A Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Units converted (in shares) | 1 | |||||||||
Preferred stock, shares issued (in shares) | 34,962 | 34,961 | 0 | 0 | ||||||
Preferred stock, shares outstanding (in shares) | 34,962 | 0 | 0 | |||||||
Securities exercisable (in shares) | 1 | |||||||||
Avalon Class B Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Common Class B | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Units converted (in shares) | 1.25 | |||||||||
Units converted (in shares) | 191,405 | |||||||||
Units outstanding (in shares) | 239,256 | 239,000 | 239,000 | |||||||
Units issued (in shares) | 239,256 | 239,000 | 239,000 | |||||||
Common Class B | Conversion of BCG Common Class B Units | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issued in connection to conversion (in shares) | 239,256 | |||||||||
[1] Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. |
De-SPAC Merger Transaction - Ad
De-SPAC Merger Transaction - Additional Equity Securities Information (Details) shares in Thousands, $ in Thousands | Jun. 06, 2023 USD ($) shares |
Preferred Series A Subclass 1 | |
Class of Stock [Line Items] | |
Converted Capital Account Balance of BCH Preferred A.1 | $ | $ 193,900 |
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 |
BCH 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 (in shares) | 193 |
BCH 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 (in shares) | 19 |
BCH 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 (in shares) | 178 |
BCH 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 (in shares) | 14 |
BCH 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 (in shares) | 1 |
BCH 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 (in shares) | 9 |
BCH 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 (in shares) | 10 |
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 (in shares) | 193 |
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 (in shares) | 178 |
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 (in shares) | 14 |
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 (in shares) | 1 |
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 (in shares) | 19 |
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 (in shares) | 9 |
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 (in shares) | 10 |
Investments, at Fair Value - In
Investments, at Fair Value - Investments at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments held by Customer ExAlt Trusts (related party of $552 and $76,154) | $ 293,916 | $ 385,851 |
Debt securities available-for-sale | 2,962 | 76,898 |
Equity securities without readily determinable fair value | 26,800 | 21,600 |
Ben | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments held by Customer ExAlt Trusts (related party of $552 and $76,154) | 0 | 0 |
Public equity securities and option | 0 | 4,742 |
Debt securities available-for-sale | 0 | 620 |
Equity securities without readily determinable fair value | 6 | 0 |
Total investments, at fair value | 6 | 5,362 |
Customer ExAlt Trusts | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments held by Customer ExAlt Trusts (related party of $552 and $76,154) | 293,916 | 385,851 |
Public equity securities and option | 4,897 | 8,087 |
Debt securities available-for-sale | 2,962 | 76,278 |
Equity securities without readily determinable fair value | 27,338 | 21,643 |
Total investments, at fair value | $ 329,113 | $ 491,859 |
Investments, at Fair Value - Na
Investments, at Fair Value - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Apr. 27, 2022 USD ($) | Apr. 01, 2022 USD ($) | Sep. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) investmentFund underlyingInvestment | Mar. 31, 2023 USD ($) | Aug. 01, 2023 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Customer ExAlt Trusts loan payable, net | $ 56,700,000 | ||||||
Distribution proceeds | $ 46,268,000 | $ 72,551,000 | |||||
Alternative investment funds | investmentFund | 257 | ||||||
Underlying investments | underlyingInvestment | 901 | ||||||
Percent of underlying investments in private companies | 91% | ||||||
Purchase of put options | $ 0 | 7,451,000 | |||||
Proceeds from equity interest | 2,430,000 | ||||||
Proceeds from sale of put options held by Ben | $ 1,000,000 | 968,000 | 0 | ||||
Gain on put options | (104,521,000) | (51,421,000) | |||||
Investments | $ 497,221,000 | 329,119,000 | 497,221,000 | ||||
Noncredit-related portion of net unrealized gains (losses) | 4,070,000 | 11,226,000 | |||||
Credit-related portion of other-than-temporary impairment on investment in debt securities | 12,600,000 | 0 | |||||
Equity securities without readily determinable fair value | 21,600,000 | 26,800,000 | 21,600,000 | ||||
Equity securities, upward adjustment | 10,800,000 | ||||||
Equity impairment loss | 37,800,000 | 0 | |||||
Put options | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Notational amount of put options | $ 141,300,000 | ||||||
Gain on put options | $ (700,000) | (3,023,000) | (3,460,000) | ||||
Investments | 3,991,000 | 0 | 3,991,000 | ||||
Ben | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Equity securities without readily determinable fair value | 0 | 6,000 | 0 | ||||
Ben | Put options | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Gain on put options | (2,000,000) | (2,500,000) | |||||
CT Risk Management, L.L.C. | Put options | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Purchase of put options | $ 5,000,000 | ||||||
Proceeds from equity interest | $ 2,400,000 | ||||||
Class A common stock, par value $0.001 per share | GWG Holdings | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Other equity interests | 3,700,000 | 3,700,000 | |||||
Class A common stock, par value $0.001 per share | Other Public Companies | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Other equity interests | $ 8,800,000 | 4,900,000 | $ 8,800,000 | ||||
Wind Down Trust | GWG Holdings | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Other equity interests | $ 600,000 | $ 17,400,000 |
Investments, at Fair Value - Al
Investments, at Fair Value - Alternative Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Carrying Value | $ 293,916 | $ 385,851 |
Unfunded Commitments | 47,823 | 61,135 |
Venture Capital | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Carrying Value | 139,495 | 165,933 |
Unfunded Commitments | 2,548 | 2,810 |
Private Equity | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Carrying Value | 116,462 | 145,073 |
Unfunded Commitments | 38,401 | 47,218 |
Hedge Funds | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Carrying Value | 6,095 | 24,935 |
Unfunded Commitments | 245 | 337 |
Natural Resources | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Carrying Value | 17,553 | 27,756 |
Unfunded Commitments | 3,340 | 5,240 |
Private Real Estate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Carrying Value | 8,760 | 10,391 |
Unfunded Commitments | 2,907 | 4,800 |
Other | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Carrying Value | 5,551 | 11,763 |
Unfunded Commitments | $ 382 | $ 730 |
Investments, at Fair Value - Am
Investments, at Fair Value - Amortized Cost vs Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Amortized Cost Basis | $ 2,685 | $ 66,998 |
Gross Unrealized Gains | 1,337 | 18,780 |
Gross Unrealized Losses | (1,060) | (8,880) |
Fair Value | 2,962 | 76,898 |
Corporate debt securities (L Bonds) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Amortized Cost Basis | 64,313 | |
Gross Unrealized Gains | 17,433 | |
Gross Unrealized Losses | (7,924) | |
Fair Value | 73,822 | |
Other debt securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Amortized Cost Basis | 2,685 | 2,685 |
Gross Unrealized Gains | 1,337 | 1,347 |
Gross Unrealized Losses | (1,060) | (956) |
Fair Value | $ 2,962 | $ 3,076 |
Investments, at Fair Value - Co
Investments, at Fair Value - Continuous Loss Position (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Total available-for-sale debt securities with unrealized losses | $ 1,964 | $ 75,900 |
Unrealized Losses, Total available-for-sale debt securities with unrealized losses | 1,060 | 8,880 |
Corporate debt securities (L Bonds) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Twelve months or longer | 0 | 73,822 |
Unrealized Losses, Twelve months or longer | 0 | 7,924 |
Other debt securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Less than twelve months | 0 | 2,078 |
Fair Value, Twelve months or longer | 1,964 | 0 |
Unrealized Losses, Less than twelve months | 0 | 956 |
Unrealized Losses, Twelve months or longer | $ 1,060 | $ 0 |
Investments, at Fair Value - De
Investments, at Fair Value - Debt Securities, Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Roll Forward] | ||
Beginning balance | $ 31,290 | $ 18,669 |
Increase in credit-related loss amounts previously recognized | 0 | 12,621 |
Ending balance | $ 31,290 | $ 31,290 |
Investments, at Fair Value - _2
Investments, at Fair Value - Debt Securities Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Amortized Cost Basis | ||
Due in one year or less | $ 1,687 | $ 66,000 |
No fixed maturity | 998 | 998 |
Amortized Cost Basis | 2,685 | 66,998 |
Fair Value | ||
Due in one year or less | 1,964 | 75,900 |
No fixed maturity | 998 | 998 |
Fair Value | $ 2,962 | $ 76,898 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2022 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Alternative assets | $ 293,916 | $ 385,851 | |||||
Gain (loss) on investments | 4,791 | (54,010) | |||||
Equity securities without readily determinable fair value | 26,800 | 21,600 | |||||
Equity securities, upward adjustment | 10,800 | ||||||
Loss on impairment of goodwill | $ 2,354,320 | 0 | |||||
Long-term growth rate | 3% | ||||||
Goodwill | $ 13,606 | 2,367,926 | [1] | $ 2,367,750 | |||
Ben Markets | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Loss on impairment of goodwill | 7,175 | ||||||
Goodwill | $ 2,710 | 9,885 | |||||
Minimum | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Discount rates | 28% | 26.30% | 25.30% | 24.80% | |||
Maximum | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Discount rates | 29.30% | 27.20% | 26.20% | 25.60% | |||
Fair Value Measured at Net Asset Value Per Share | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Alternative assets | $ 293,900 | 385,900 | |||||
Gain (loss) on investments | $ 4,800 | $ (54,000) | |||||
[1] Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Public equity securities | $ 329,119 | $ 497,221 | |
Debt securities available-for-sale | 2,962 | 76,898 | |
Warrant liability | 178 | 0 | [1] |
Prepaid forward liability | 14 | ||
Derivative liability | $ 3,513 | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Customer ExAlt Trusts loan payable, net | ||
Level 1 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrant liability | 178 | ||
Prepaid forward liability | 14 | ||
Derivative liability | $ 0 | ||
Level 2 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrant liability | 0 | ||
Prepaid forward liability | 0 | ||
Derivative liability | 0 | ||
Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrant liability | 0 | ||
Prepaid forward liability | 0 | ||
Derivative liability | 3,513 | ||
Public equity securities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Public equity securities | 4,897 | 8,837 | |
Public equity securities | Level 1 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Public equity securities | 4,897 | 8,837 | |
Public equity securities | Level 2 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Public equity securities | 0 | 0 | |
Public equity securities | Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Public equity securities | 0 | 0 | |
Related party, with a readily determinable fair value | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Other equity interests | 558 | ||
Related party, with a readily determinable fair value | Level 1 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Other equity interests | 0 | ||
Related party, with a readily determinable fair value | Level 2 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Other equity interests | 558 | ||
Related party, with a readily determinable fair value | Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Other equity interests | 0 | ||
Put options | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Public equity securities | 0 | 3,991 | |
Put options | Level 1 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Public equity securities | 3,991 | ||
Put options | Level 2 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Public equity securities | 0 | ||
Put options | Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Public equity securities | 0 | ||
Corporate debt securities (L Bonds) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt securities available-for-sale | 73,822 | ||
Corporate debt securities (L Bonds) | Level 1 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt securities available-for-sale | 0 | ||
Corporate debt securities (L Bonds) | Level 2 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt securities available-for-sale | 73,822 | ||
Corporate debt securities (L Bonds) | Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt securities available-for-sale | 0 | ||
Other debt securities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt securities available-for-sale | 2,962 | 3,076 | |
Other debt securities | Level 1 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt securities available-for-sale | 0 | 0 | |
Other debt securities | Level 2 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt securities available-for-sale | 998 | 998 | |
Other debt securities | Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt securities available-for-sale | $ 1,964 | $ 2,078 | |
[1] Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. |
Fair Value Measurements - Gain
Fair Value Measurements - Gain (Loss) on Financial Instruments (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | $ (104,521) | $ (51,421) | |
Reclassification of realized gain upon transfer from available-for-sale debt security to equity interest | 13,694 | ||
Related party equity securities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | (3,702) | (63,536) | |
Other public equity securities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | (237) | 523 | |
Put options | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | $ (700) | (3,023) | (3,460) |
Warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | 2,477 | 0 | |
Prepaid forward liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | (14) | 0 | |
Derivative liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | 1,581 | 4,595 | |
Related party, with a readily determinable fair value | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | (63,755) | 0 | |
Other, without a readily determinable fair value | Without Readily Determinable Fair Value | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | $ (37,848) | $ 10,457 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant Unobservable Units (Details) $ in Thousands | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt securities available-for-sale | $ 1,964 | $ 2,078 | $ 3,000 |
Fair Value | 0 | 3,513 | $ 8,108 |
Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt securities available-for-sale | $ 1,964 | $ 2,078 | |
Discounted cash flow | Alternative asset market discount rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Unobservable Inputs | 0.10 | ||
Discounted cash flow | Equity market risk premiums | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Unobservable Inputs | 0.07 | ||
Discounted cash flow | Enhanced return discount rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Unobservable Inputs | 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 | |
Minimum | Discounted cash flow | Alternative asset beta to equity markets | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Unobservable Inputs | 0.42 | ||
Minimum | Discounted cash flow | Distribution rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Unobservable Inputs | 0.03 | ||
Minimum | Discounted cash flow | Net asset value volatilities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Unobservable Inputs | 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 | |
Maximum | Discounted cash flow | Alternative asset beta to equity markets | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Unobservable Inputs | 1.67 | ||
Maximum | Discounted cash flow | Distribution rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Unobservable Inputs | 0.06 | ||
Maximum | Discounted cash flow | Net asset value volatilities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Unobservable Inputs | 0.84 | ||
Weighted Average | Market Approach | Level 3 | Enterprise value-to-revenue multiple | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Unobservable Inputs | 1.77 | 1.74 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Level 3 Investments, Asset (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Beginning balance | $ 2,078 | $ 3,000 |
Gains (losses) recognized in accumulated other comprehensive income (loss) | $ (114) | $ (922) |
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Asset, Gain (Loss), Statement of Other Comprehensive Income or Comprehensive Income [Extensible Enumeration] | Unrealized gain on investments in available-for-sale debt securities | Unrealized gain on investments in available-for-sale debt securities |
Ending balance | $ 1,964 | $ 2,078 |
Fair Value Measurements - Rec_2
Fair Value Measurements - Reconciliation of Level 3 Investments, Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Beginning balance | $ 3,513 | $ 8,108 |
Ending balance | 0 | 3,513 |
(Gains) losses recognized in earnings | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
(Gains) losses recognized in earnings | $ (1,581) | $ (4,595) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | Loss on financial instruments, net (related party of $(67,457) and $(63,536)) |
Gain recognized in loss on extinguishment of debt, net | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
(Gains) losses recognized in earnings | $ (1,932) | $ 0 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Loss on extinguishment of debt, net | Loss on extinguishment of debt, net |
Fair Value Measurements - Goodw
Fair Value Measurements - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | |||
Segment Reporting Information [Line Items] | ||||
Beginning balance | $ 2,367,926 | [1] | $ 2,367,750 | |
Impairment | (2,354,320) | 0 | ||
Ending balance | 13,606 | 2,367,926 | [1] | |
Ben Liquidity | ||||
Segment Reporting Information [Line Items] | ||||
Beginning balance | 1,725,880 | |||
Impairment | (1,725,880) | |||
Ending balance | 0 | 1,725,880 | ||
Ben Custody | ||||
Segment Reporting Information [Line Items] | ||||
Beginning balance | 594,219 | |||
Impairment | (583,323) | |||
Ending balance | 10,896 | 594,219 | ||
Ben Insurance | ||||
Segment Reporting Information [Line Items] | ||||
Beginning balance | 37,942 | |||
Impairment | (37,942) | |||
Ending balance | 0 | 37,942 | ||
Ben Markets | ||||
Segment Reporting Information [Line Items] | ||||
Beginning balance | 9,885 | |||
Impairment | (7,175) | |||
Ending balance | $ 2,710 | $ 9,885 | ||
[1] Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Level 1 | Carrying Amount | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents | $ 7,913 | $ 8,726 |
Restricted cash | 64 | 819 |
Accounts payable and accrued expenses | 157,157 | 65,724 |
Level 1 | Estimated Fair Value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents | 7,913 | 8,726 |
Restricted cash | 64 | 819 |
Accounts payable and accrued expenses | 157,157 | 65,724 |
Level 2 | Carrying Amount | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Customer ExAlt Trusts loan payable, net | 52,129 | |
Debt due to related parties | 120,505 | 99,314 |
Level 2 | Estimated Fair Value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Customer ExAlt Trusts loan payable, net | 56,635 | |
Debt due to related parties | $ 129,327 | $ 96,465 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 12,373 | $ 10,408 |
Accumulated depreciation and amortization | (10,327) | (6,551) |
Fixed assets, net | 2,328 | 4,344 |
Depreciation and amortization | 3,800 | 3,600 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Computer hardware and software | 11,864 | 9,899 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 188 | 188 |
Furniture, fixtures, and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 139 | 139 |
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 | 282 | 487 |
Depreciation and amortization expense | 3,700 | 3,400 |
Unamortized computer software costs | $ 1,800 | $ 3,500 |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 13,606 | $ 2,367,926 | [1] | $ 2,367,750 |
Impairment | (2,354,320) | 0 | ||
Additions | 176 | |||
Reporting Unit Allocation | (2,367,926) | |||
Insurance license | 3,100 | 3,100 | [1] | |
Total goodwill and intangible assets | 16,706 | 2,371,026 | 2,370,850 | |
Ben Liquidity | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | 0 | 1,725,880 | ||
Impairment | (1,725,880) | |||
Ben Custody | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | 10,896 | 594,219 | ||
Impairment | (583,323) | |||
Ben Insurance | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | 0 | 37,942 | ||
Impairment | (37,942) | |||
Ben Markets | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | 2,710 | 9,885 | ||
Impairment | (7,175) | |||
Insurance license | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Insurance license | $ 3,100 | $ 3,100 | $ 3,100 | |
[1] Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles - Narrative (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Loss on impairment of goodwill | $ 2,354,320,000 | $ 0 |
Goodwill and indefinite-lived intangible assets impairment | $ 0 |
Other Assets and Other Liabil_3
Other Assets and Other Liabilities - Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | |||
Promissory note receivable | $ 5,515 | $ 5,104 | |
Allowance for promissory note receivable and other receivables | (5,515) | 0 | |
Prepaid expenses | 4,054 | 2,329 | |
Loan fee receivable | 2,932 | 0 | |
Insurance reimbursable receivable | 2,840 | 3,211 | |
Fixed assets (Note 0.007) | 2,328 | 4,344 | |
Distribution receivables | 0 | 5,891 | |
Deferred costs of equity offering | 343 | 7,778 | |
Other assets | 2,202 | 2,051 | |
Total Other assets, net | 14,699 | 32,903 | [1] |
Related Party | |||
Related Party Transaction [Line Items] | |||
Related party receivables | 0 | 17,795 | |
Allowance for related party receivables | 0 | (15,600) | |
Total Other assets, net | $ 0 | $ 2,195 | |
[1] Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. |
Other Assets and Other Liabil_4
Other Assets and Other Liabilities - Narrative (Details) - USD ($) | 12 Months Ended | ||
Aug. 10, 2018 | Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | |||
Total principal and interest | $ 5,515,000 | $ 5,104,000 | |
Interest expense, net (related party of $8,618 and $2,797) | 17,559,000 | 15,471,000 | |
Allowance for credit loss on receivables | (5,500,000) | 0 | |
Related Party | |||
Related Party Transaction [Line Items] | |||
Allowance for related party receivables | 0 | (15,600,000) | |
Interest expense, net (related party of $8,618 and $2,797) | 8,618,000 | 2,797,000 | |
2017-18 Exchange Trusts Interest Commitment | |||
Related Party Transaction [Line Items] | |||
Percent of value of common units | 30% | ||
Interest expense, net (related party of $8,618 and $2,797) | 4,700,000 | 3,600,000 | |
2017-18 Exchange Trusts Interest Commitment | LIBOR | |||
Related Party Transaction [Line Items] | |||
Basis spread | 3.95% | ||
9.0% Promissory Note | |||
Related Party Transaction [Line Items] | |||
Promissory notes, principal balance | $ 2,500,000 | ||
Interest rate | 9% | ||
18% Promissory Note | |||
Related Party Transaction [Line Items] | |||
Promissory notes, principal balance | $ 900,000 | ||
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 | 5% | 5% |
Other Assets and Other Liabil_5
Other Assets and Other Liabilities - Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |||
Interest commitments | $ 18,243 | $ 13,499 | |
Accrued interest on debt due to related parties | 9,740 | 0 | |
Deferred upfront fees | 2,717 | 0 | |
Other | 1,027 | 1,123 | |
Total Other liabilities | $ 31,727 | $ 14,622 | [1] |
[1] Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. |
Customer ExAlt Trust Loan Pay_2
Customer ExAlt Trust Loan Payable (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Mar. 31, 2024 | Mar. 31, 2023 | Oct. 18, 2023 | Mar. 24, 2022 | Dec. 07, 2021 | ||
Debt Instrument [Line Items] | ||||||
Loan receivable fair value | $ 72,500 | |||||
Proceeds from transfer of loan | $ 72,500 | |||||
Customer ExAlt Trusts loan payable, net | $ 56,700 | |||||
Loss on extinguishment of debt, net | 8,846 | $ 0 | ||||
Customer ExAlt Trusts loan payable, net | 0 | 52,129 | [1] | $ 47,900 | ||
Derivative liability | 3,513 | |||||
Net amortization of debt premium and discount (related party of $(1,849) and $(6,154)) | (1,250) | (4,478) | ||||
Customer ExAlt Trusts | ||||||
Debt Instrument [Line Items] | ||||||
Alternative assets acquired | $ 352,600 | |||||
Percentage allocated to payable repayment | 27.80% | |||||
Customer ExAlt Trusts | ||||||
Debt Instrument [Line Items] | ||||||
Derivative liability | 1,900 | 3,500 | ||||
Net gain on derivative liability | $ 1,600 | 4,600 | ||||
Customer ExAlt Trusts | Loans Payable | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 12% | |||||
Outstanding principal, including interest paid-in-kind | $ 50,900 | 54,200 | ||||
Unamortized debt discount | $ 5,000 | 5,600 | ||||
Maximum rate | 21% | |||||
Net amortization of debt premium and discount (related party of $(1,849) and $(6,154)) | $ 600 | $ 1,700 | ||||
[1] Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. |
Debt Due to Related Parties - S
Debt Due to Related Parties - Schedule of Debt (Details) - Beneficent Capital Company - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
HCLP Nominees, L.L.C | ||
Debt Instrument [Line Items] | ||
Unamortized debt (discount) premium, net | $ (935) | $ 2,597 |
Related Party | ||
Debt Instrument [Line Items] | ||
Total debt due to related parties, net | 120,505 | 99,314 |
First Lien Credit Agreement | HCLP Nominees, L.L.C | HCLP Nominees, L.L.C | ||
Debt Instrument [Line Items] | ||
Debt due to related parties, gross | 21,264 | 21,350 |
Second Lien Credit Agreement | HCLP Nominees, L.L.C | HCLP Nominees, L.L.C | ||
Debt Instrument [Line Items] | ||
Debt due to related parties, gross | 72,996 | 73,291 |
Term Loan | Related Party | ||
Debt Instrument [Line Items] | ||
Debt due to related parties, gross | 25,000 | 0 |
Other borrowings | Related Party | ||
Debt Instrument [Line Items] | ||
Debt due to related parties, gross | $ 2,180 | $ 2,076 |
Debt Due to Related Parties - N
Debt Due to Related Parties - Narrative (Details) - USD ($) | 12 Months Ended | ||||||
Oct. 19, 2023 | Jul. 12, 2023 | Aug. 13, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | Oct. 19, 2026 | Oct. 19, 2025 | |
Debt Instrument [Line Items] | |||||||
Payment of deferred financing costs for debt | $ 1,585,000 | $ 0 | |||||
Deferred financing costs | $ (1,600,000) | ||||||
EP-00117 Custody Trust | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of assets held in trust | 41.50% | ||||||
Forecast | EP-00117 Custody Trust | |||||||
Debt Instrument [Line Items] | |||||||
Ownership interest | 97.50% | ||||||
HCLP Nominees, L.L.C | |||||||
Debt Instrument [Line Items] | |||||||
Additional debt or borrowings | $ 10,000,000 | ||||||
BHI | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of preferred units | 5% | ||||||
Grant tax liability | $ 30,000,000 | ||||||
Put liability | $ 0 | 0 | |||||
First and Second Lien Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 9.50% | ||||||
Installment payments | $ 5,000,000 | ||||||
Amendment fee | $ 100,000 | ||||||
Payment of deferred financing costs for debt | 0 | 0 | |||||
Unamortized premium | 500,000 | $ 2,600,000 | |||||
First and Second Lien Credit Agreement | HCLP Nominees, L.L.C | Beneficent Capital Company | |||||||
Debt Instrument [Line Items] | |||||||
Maximum interest rate | 9.50% | ||||||
Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized debt discount | $ (1,500,000) | ||||||
Term Loan | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Term loan period | 3 years | ||||||
Principal amount | $ 25,000,000 | ||||||
Debt service coverage ratio | 1.25 | ||||||
Term Loan | Term Loan | Non-Refundable Fee of Aggregate Commitments | |||||||
Debt Instrument [Line Items] | |||||||
Fee percentage | 1% | ||||||
Term Loan | Term Loan | Interest Payment Rate, First Period | |||||||
Debt Instrument [Line Items] | |||||||
Fee percentage | 3% | ||||||
Term Loan | Term Loan | Interest Payment Rate, Second Period | |||||||
Debt Instrument [Line Items] | |||||||
Fee percentage | 2% | ||||||
Term Loan | Term Loan | Make Whole Payment, Interest Rate | |||||||
Debt Instrument [Line Items] | |||||||
Fee percentage | 3% | ||||||
LIBOR | First and Second Lien Credit Agreement | HCLP Nominees, L.L.C | Beneficent Capital Company | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 8% | ||||||
Secured Overnight Financing Rate (SOFR) | Term Loan | Term Loan | Forecast | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 5.50% | 6.50% |
Debt Due to Related Parties - M
Debt Due to Related Parties - Maturities of Long-term Debt (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2025 | $ 23,444 |
2026 | 0 |
2027 | 25,000 |
2028 | 72,996 |
2029 | $ 0 |
Share-based Compensation - Narr
Share-based Compensation - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jun. 06, 2023 shares | Oct. 01, 2022 shares | Apr. 01, 2022 USD ($) shares | Apr. 30, 2024 | Sep. 30, 2020 shares | Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) | Apr. 03, 2022 USD ($) | Sep. 30, 2018 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Compensation expense | $ 39,103 | $ 10,085 | |||||||
Unrecognized compensation costs | 7,031 | ||||||||
Subsequent Event | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock split conversion ratio | 0.0125 | ||||||||
RSU | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Compensation expense | 18,415 | 4,358 | |||||||
Unrecognized compensation costs | 5,984 | ||||||||
Preferred equity | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Compensation expense | 858 | $ 1,430 | |||||||
Account balance | $ 5,700 | $ 3,800 | |||||||
Employees | Ben Liquidity | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Compensation expense | $ 3,000 | ||||||||
BMP Equity Incentive Plan | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of shares authorized for issuance | shares | 119,000,000 | ||||||||
Continued participation reduction percentage | 2,000% | ||||||||
Income participation percentage | 4,950% | ||||||||
Minimum required retained ownership of unit equivalents, percentage | 0.25 | ||||||||
Vesting period | 4 years | ||||||||
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% | ||||||||
Ben Equity Incentive Plan | RSU | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of shares authorized for issuance | shares | 160,141 | ||||||||
Awards settleable ratio | 1.25 | ||||||||
Ben Equity Incentive Plan | Director | RSU | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Units granted (in shares) | shares | 6,438 | ||||||||
Compensation expense | $ 6,100 | ||||||||
Increase in units granted rate | 1.25 | ||||||||
Increase in units granted (in shares) | shares | 1,610 | ||||||||
Unrecognized compensation costs | 300 | ||||||||
Ben Equity Incentive Plan | Employees and Director | RSU | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Units granted (in shares) | shares | 6,420 | ||||||||
Increase in units granted rate | 1.25 | ||||||||
Ben Equity Incentive Plan | Employees and Director | Restricted Stock Units | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Compensation expense | 3,400 | ||||||||
Increase in units granted (in shares) | shares | 1,605 | ||||||||
Unrecognized compensation costs | $ 1,800 | ||||||||
Units forfeited (in shares) | shares | 1,480 | ||||||||
Ben Equity Incentive Plan | Employees | RSU | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Units granted (in shares) | shares | 503 | ||||||||
Increase in units granted rate | 1.25 | ||||||||
Ben Equity Incentive Plan | Employees | Restricted Stock Units | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Increase in units granted (in shares) | shares | 126 | ||||||||
Units forfeited (in shares) | shares | 82 | ||||||||
2023 Incentive Plan | RSU | |||||||||
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% |
Share-based Compensation - Assu
Share-based Compensation - Assumptions (Details) - BMP Equity Incentive Plan | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term in years | 4 years |
Discount rate | 32.10% |
Discount for lack of marketability | 23.10% |
Long-term growth rate (after discrete projection period) | 2.50% |
Share-based Compensation - Awar
Share-based Compensation - Award Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
BMP | ||
Units | ||
Beginning Balance (in shares) | 438 | 1,118 |
Granted (in shares) | 0 | 35 |
Vested (in shares) | (287) | (646) |
Forfeited (in shares) | (34) | (69) |
Ending Balance (in shares) | 117 | 438 |
Weighted Average Grant Date Fair Value per Unit | ||
Beginning Balance (in dollars per share) | $ 10.04 | $ 9.78 |
Granted (in dollars per share) | 0 | 10.67 |
Vested (in dollars per share) | 9.75 | 9.73 |
Forfeited (in dollars per share) | 10.18 | 10 |
Ending Balance (in dollars per share) | $ 10.34 | $ 10.04 |
RSU | ||
Units | ||
Beginning Balance (in shares) | 22 | 23 |
Granted (in shares) | 51 | 8 |
Vested (in shares) | (40) | (8) |
Forfeited (in shares) | (7) | (1) |
Ending Balance (in shares) | 26 | 22 |
Weighted Average Grant Date Fair Value per Unit | ||
Beginning Balance (in dollars per share) | $ 10 | $ 10 |
Granted (in dollars per share) | 2.73 | 10 |
Vested (in dollars per share) | 5.17 | 10 |
Forfeited (in dollars per share) | 4.09 | 10 |
Ending Balance (in dollars per share) | $ 4.69 | $ 10 |
Share-based Compensation - Equi
Share-based Compensation - Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation | $ 39,103 | $ 10,085 |
Employees | Ben Liquidity | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation | 3,000 | |
Conversion of BCG Common Class A Units | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation | 15,000 | |
BMP equity units | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation | 1,854 | 4,297 |
Restricted stock units | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation | 18,415 | 4,358 |
Preferred equity | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation | 858 | 1,430 |
Other | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation | $ 17,976 | $ 0 |
Share-based Compensation - Futu
Share-based Compensation - Future Compensation Expense (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2024 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
2025 | $ 3,625 |
2026 | 2,398 |
2027 | 1,008 |
2028 | 0 |
2029 | 0 |
Total | 7,031 |
BMP | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
2025 | 540 |
2026 | 242 |
2027 | 14 |
2028 | 0 |
2029 | 0 |
Total | $ 796 |
Weighted-average period to be recognized | 1 year 6 months 21 days |
RSU | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
2025 | $ 2,894 |
2026 | 2,096 |
2027 | 994 |
2028 | 0 |
2029 | 0 |
Total | $ 5,984 |
Weighted-average period to be recognized | 2 years 7 months 20 days |
Commissions | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
2025 | $ 191 |
2026 | 60 |
2027 | 0 |
2028 | 0 |
2029 | 0 |
Total | $ 251 |
Weighted-average period to be recognized | 1 year 4 months 24 days |
Equity - Common Units (Details)
Equity - Common Units (Details) | 6 Months Ended | |
Jun. 27, 2023 USD ($) shares | Mar. 31, 2024 USD ($) vote shares | |
Class of Stock [Line Items] | ||
Standby Equity Purchase Agreement, shares issued (in shares) | shares | 5,703 | |
Standby Equity Purchase Agreement | ||
Class of Stock [Line Items] | ||
Standby Equity Purchase Agreement, sale of stock | $ 1,300,000 | |
Standby Equity Purchase Agreement, expiration period | 36 months | |
Commitment fee | $ 1,300,000 | |
Standby Equity Purchase Agreement, shares issued (in shares) | shares | 48,818 | |
Maximum | Standby Equity Purchase Agreement | ||
Class of Stock [Line Items] | ||
Standby Equity Purchase Agreement, sale of stock | $ 250,000,000 | |
Common Class A | ||
Class of Stock [Line Items] | ||
Number of votes per share | vote | 1 | |
Common Class B | ||
Class of Stock [Line Items] | ||
Number of votes per share | vote | 10 |
Equity - Preferred Units (Detai
Equity - Preferred Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | 51 Months Ended | ||||||||
Jan. 01, 2025 | Oct. 03, 2023 | Jul. 10, 2023 | Jun. 08, 2023 | Jun. 07, 2023 | Jun. 06, 2023 | Jun. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2023 | Jun. 05, 2023 | |
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized (in shares) | 250,000,000 | 250,000,000 | 250,000,000 | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Valuation (in dollars per share) | $ 800 | ||||||||||
Potential exchange price (in usd per share) | $ 840 | ||||||||||
Number of days preceding exchange date | 20 days | ||||||||||
Compensation expense | $ 39,103 | $ 10,085 | |||||||||
Conversion of BCG Common Class A Units | |||||||||||
Class of Stock [Line Items] | |||||||||||
Additional value | $ 15,000 | ||||||||||
Compensation expense | $ 15,000 | ||||||||||
Series A Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | ||||||||||
Preferred stock, shares issued (in shares) | 34,962 | 34,961 | 0 | 0 | 0 | ||||||
Preferred stock, shares outstanding (in shares) | 34,962 | 0 | 0 | 0 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||||||||||
Units converted (in shares) | 1 | ||||||||||
Series B preferred stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized (in shares) | 4,000,000 | ||||||||||
Preferred stock, shares issued (in shares) | 226,932 | 0 | 0 | ||||||||
Preferred stock, shares outstanding (in shares) | 226,932 | 0 | 0 | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Liquidation preference (in dollars per share) | $ 10 | ||||||||||
Calendar days after original issuance date | 210 days | ||||||||||
Anniversary of original issuance date | 1 year | ||||||||||
Annual conversion limit | 4.99% | ||||||||||
Series B preferred stock | Minimum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion price (in dollars per share) | $ 5.38 | ||||||||||
Series B preferred stock | Maximum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion price (in dollars per share) | 436.80 | ||||||||||
Preferred Series B Subclass 1 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion of stock (in shares) | 3,768,995 | ||||||||||
Price per unit (in dollars per share) | $ 218.40 | ||||||||||
Preferred Series B Subclass 2 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion of stock (in shares) | 200,000 | ||||||||||
Preferred Series B Subclass 3 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion of stock (in shares) | 20,000 | ||||||||||
Preferred Series B Subclass 4 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion of stock (in shares) | 6,932 | ||||||||||
Common Class A | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion of stock (in shares) | 172,574 | ||||||||||
Valuation (in dollars per share) | $ 10 | ||||||||||
Units issuable (in shares) | 165,037 | ||||||||||
Annual conversion limit | 9.99% | ||||||||||
Units converted (in shares) | 550,510 | 17,456 | |||||||||
Common stock, par value (in dollars per share) | $ 372.80 | $ 0.001 | $ 0.001 | ||||||||
Preferred Series A Subclass 0 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Quarterly guaranteed payment, annual basis | 6% | ||||||||||
Quarterly guaranteed payment, fiscal quarter basis | 1.50% | ||||||||||
Guaranteed payment accrual | $ 37,700 | $ 20,900 | $ 20,900 | ||||||||
Percentage redeemable | 12.50% | ||||||||||
Maximum percentage redeemable | 50% | ||||||||||
Convertible shares of preferred stock, percentage redeemable | 12.50% | ||||||||||
Preferred Series A Subclass 1 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Weighted average preferred return rate | 0.23% | 1.38% | |||||||||
Deemed dividend | $ 106,100 | ||||||||||
Limit on indebtedness, capital percent of NAV threshold | 55% | ||||||||||
Limit on indebtedness, debt percent of NAV threshold | 40% | ||||||||||
Aggregate capital accounts, converted | $ 193,900 | ||||||||||
Preferred Series A Subclass 1 | Forecast | |||||||||||
Class of Stock [Line Items] | |||||||||||
Annual conversion limit | 20% | ||||||||||
Maximum conversion price (in dollars per share) | $ 1,440 | ||||||||||
Number of days preceding exchange date | 30 days | ||||||||||
Minimum conversion price (in dollars per share) | $ 840 | ||||||||||
Class S Ordinary | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares issued (in shares) | 67,000 | 72,000 | 72,000 | ||||||||
Preferred stock, shares outstanding (in shares) | 67,000 | 72,000 | 72,000 | ||||||||
Conversion of stock (in shares) | 5,057 | ||||||||||
Units issuable (in shares) | 402,383 | ||||||||||
Units converted (in shares) | 208,861 | ||||||||||
Common stock exchange ratio | 1 | ||||||||||
Common Class B | |||||||||||
Class of Stock [Line Items] | |||||||||||
Units converted (in shares) | 191,405 | ||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred Series C Subclass 1 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Compounded quarterly return prior to IPO, numerator | 0.005 | ||||||||||
Compounded quarterly return following IPO, numerator | 0.0075 | ||||||||||
Trading days | 20 days | ||||||||||
Preferred Series C Subclass 1 | Forecast | |||||||||||
Class of Stock [Line Items] | |||||||||||
Minimum conversion price (in dollars per share) | $ 1,020 | ||||||||||
Class S Preferred | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock exchange ratio | 1.2 | ||||||||||
Preferred return earned | $ 200 |
Equity - Redeemable Noncontroll
Equity - Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | |||
Redeemable Noncontrolling Interest [Line Items] | ||||
Beginning balance, noncontrolling interests | [1] | $ 950,493 | ||
Deemed dividend upon issuance for U. S. GAAP to tax basis true-up | $ 314 | |||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | 0 | 37,133 | ||
Exchange of BCH Preferred Series A.1 Unit Accounts for BCG Preferred Series B.2 Unit Accounts | (1,100) | |||
Reclass of BCH Preferred A.1 from temporary to permanent equity | (699,441) | |||
BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual | 16,800 | 15,800 | ||
Ending balance, noncontrolling interests | 251,052 | 950,493 | [1] | |
Preferred Series A Subclass 1 | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | (6,900) | |||
Exchange of BCH Preferred Series A.1 Unit Accounts for BCG Preferred Series B.2 Unit Accounts | (193,900) | |||
Redeemable noncontrolling interests | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Beginning balance, noncontrolling interests | 950,493 | 992,238 | ||
Net income (loss), temporary equity | 16,793 | 11,524 | ||
Deemed dividend upon issuance for U. S. GAAP to tax basis true-up | (314) | |||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | (37,133) | |||
Reclass of BCH Preferred A.1 from temporary to permanent equity | (699,441) | |||
BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual | (16,793) | (15,822) | ||
Ending balance, noncontrolling interests | 251,052 | 950,493 | ||
Redeemable noncontrolling interests | Preferred Series A Subclass 0 | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Beginning balance, noncontrolling interests | 251,052 | 249,907 | ||
Net income (loss), temporary equity | 16,793 | 15,822 | ||
BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual | (16,793) | (15,822) | ||
Ending balance, noncontrolling interests | 251,052 | 251,052 | ||
Redeemable noncontrolling interests | 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 | 1,145 | |||
Redeemable noncontrolling interests | Preferred Series A Subclass 1 | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Beginning balance, noncontrolling interests | 699,441 | 742,331 | ||
Net income (loss), temporary equity | (4,298) | |||
Deemed dividend upon issuance for U. S. GAAP to tax basis true-up | (314) | |||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | (37,133) | |||
Reclass of BCH Preferred A.1 from temporary to permanent equity | (699,441) | |||
Ending balance, noncontrolling interests | $ 0 | 699,441 | ||
Redeemable noncontrolling interests | 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 | $ (1,145) | |||
[1] Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. |
Equity - Noncontrolling Interes
Equity - Noncontrolling Interests (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning balance | $ 1,728,413 | [1] | $ 1,907,336 | |
Net loss | (2,658,180) | (252,100) | ||
Issuance of stock | (4,290) | 20,100 | ||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | 0 | 37,133 | ||
Reclass of BCH Preferred A.1 Unit Accounts from temporary to permanent equity | 699,441 | |||
Payment of employee payroll taxes on restricted equity units | (116) | (1,125) | ||
Distribution to noncontrolling interest | (269) | (131) | ||
Noncash issuance of noncontrolling interest and redeemable preferred equity | 11,973 | |||
Reclass of distributions payable to noncontrolling interest holder | (1,170) | (1,719) | ||
Reclass of allocated income for FLP Subclass 3 to payable | (933) | |||
Issuance of noncontrolling interest | 2,430 | |||
Annual reallocation of FLP | 0 | |||
Ending balance | (192,118) | 1,728,413 | [1] | |
Recent Financings | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Issuance of stock | 9,817 | |||
Class S Ordinary | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Conversion of stock | 0 | |||
BCH 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] | ||||
Conversion of stock | 0 | |||
Class A of CT | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Distribution to noncontrolling interest | (300) | |||
Preferred Series B Subclass 1 | Recent Financings | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Issuance of stock | 39,649 | |||
Noncontrolling interests (Note $0.013) | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning balance | 142,213 | 277,887 | ||
Net loss | (579,331) | (132,644) | ||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | (6,942) | |||
Reclass of BCH Preferred A.1 Unit Accounts from temporary to permanent equity | 699,441 | |||
Payment of employee payroll taxes on restricted equity units | (919) | |||
Distribution to noncontrolling interest | (269) | (131) | ||
Noncash issuance of noncontrolling interest and redeemable preferred equity | 299 | |||
Reclass of distributions payable to noncontrolling interest holder | (1,170) | (1,719) | ||
Reclass of allocated income for FLP Subclass 3 to payable | (933) | |||
Issuance of noncontrolling interest | 2,430 | |||
Annual reallocation of FLP | (2,057) | |||
Ending balance | 42,231 | 142,213 | ||
Noncontrolling interests (Note $0.013) | Recent Financings, Shares Issued | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Issuance of stock | 133 | |||
Noncontrolling interests (Note $0.013) | Reduction of Noncontrolling Interests | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Issuance of stock | (3,272) | |||
Noncontrolling interests (Note $0.013) | Recent Financings, Noncontrolling Interest Issued | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Issuance of stock | 79 | |||
Noncontrolling interests (Note $0.013) | Recent Financings | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Issuance of stock | (3,060) | |||
Noncontrolling interests (Note $0.013) | Trusts | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning balance | (118,299) | 982 | ||
Net loss | (44,175) | (117,861) | ||
Noncash issuance of noncontrolling interest and redeemable preferred equity | 299 | |||
Reclass of distributions payable to noncontrolling interest holder | (1,170) | (1,719) | ||
Ending balance | (165,712) | (118,299) | ||
Noncontrolling interests (Note $0.013) | Trusts | Recent Financings, Shares Issued | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Issuance of stock | 133 | |||
Noncontrolling interests (Note $0.013) | Trusts | Reduction of Noncontrolling Interests | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Issuance of stock | (3,272) | |||
Noncontrolling interests (Note $0.013) | Trusts | Recent Financings, Noncontrolling Interest Issued | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Issuance of stock | 79 | |||
Noncontrolling interests (Note $0.013) | Class S Ordinary | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning balance | 52,560 | 69,831 | ||
Net loss | (48,676) | 16,987 | ||
Conversion of stock | (3,884) | |||
Noncontrolling interest reclass | 1,116 | |||
Payment of employee payroll taxes on restricted equity units | (459) | |||
Annual reallocation of FLP | (941) | |||
Ending balance | 0 | 52,560 | ||
Noncontrolling interests (Note $0.013) | Class S Preferred | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning balance | 856 | 1,315 | ||
Net loss | (856) | |||
Noncontrolling interest reclass | 1,117 | |||
Payment of employee payroll taxes on restricted equity units | (460) | |||
Annual reallocation of FLP | (1,116) | |||
Ending balance | 0 | 856 | ||
Noncontrolling interests (Note $0.013) | BCH Preferred Series A.1 | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning balance | 0 | |||
Net loss | (484,556) | |||
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | (6,942) | |||
Reclass of BCH Preferred A.1 Unit Accounts from temporary to permanent equity | 699,441 | |||
Ending balance | 207,943 | 0 | ||
Noncontrolling interests (Note $0.013) | FLP | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning balance | 0 | 0 | ||
Net loss | 3,166 | |||
Noncontrolling interest reclass | (2,233) | |||
Reclass of allocated income for FLP Subclass 3 to payable | (933) | |||
Ending balance | 0 | 0 | ||
Noncontrolling interests (Note $0.013) | Preferred Series C | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning balance | 205,759 | 205,759 | ||
Conversion of stock | (205,759) | |||
Ending balance | 0 | 205,759 | ||
Noncontrolling interests (Note $0.013) | Class A of CT | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning balance | 1,337 | 0 | ||
Net loss | (1,068) | (962) | ||
Distribution to noncontrolling interest | (269) | (131) | ||
Issuance of noncontrolling interest | 2,430 | |||
Ending balance | 0 | $ 1,337 | ||
Noncontrolling interests (Note $0.013) | Preferred Series B Subclass 1 | Recent Financings | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Issuance of stock | $ 992 | |||
[1] Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. |
Equity - FLP Units (Details)
Equity - FLP Units (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Class of Stock [Line Items] | ||
Net loss | $ (2,658,180,000) | $ (252,100,000) |
Annual reallocation | 0 | |
Asset valuation adjustment | 321,900,000 | |
Noncontrolling interests (Note $0.013) | ||
Class of Stock [Line Items] | ||
Net loss | $ (579,331,000) | (132,644,000) |
Annual reallocation | 2,057,000 | |
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% | |
Net loss | $ 0 | 2,200,000 |
Upward carrying value adjustment, percentage of capital accounts | 15% | |
FLP Units Subclass 1 and 2 | Maximum | ||
Class of Stock [Line Items] | ||
Net service fee revenue interest, EBITDA to revenue ratio | 0.50 | |
FLP Units Subclass 1 and 2 | Minimum | ||
Class of Stock [Line Items] | ||
Net service fee revenue interest, EBITDA to revenue ratio | 0.20 | |
Class S Ordinary | ||
Class of Stock [Line Items] | ||
Units issuable (in shares) | 402,383 | |
Stock value issuable (in shares) | 160,000 | |
Class S Ordinary | Noncontrolling interests (Note $0.013) | ||
Class of Stock [Line Items] | ||
Net loss | $ (48,676,000) | 16,987,000 |
Annual reallocation | 941,000 | |
FLP Units Subclass 3 | ||
Class of Stock [Line Items] | ||
Net loss | $ 0 | $ 900,000 |
Net financing revenues, quarterly percentage | 5% | |
Net financing revenues allocated, annualized stated interest percentage | 10% | |
Tax and distributions, percentage of profits allocated | 100% |
Equity - Beneficiaries Customer
Equity - Beneficiaries Customer ExAlt Trusts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Class of Stock [Line Items] | ||
Noncash issuance of noncontrolling interest and redeemable preferred equity | $ 11,973 | |
Charitable Beneficiaries | ||
Class of Stock [Line Items] | ||
Percentage of distributions entitled to residual beneficiary, distributions received | 2.50% | |
Percent of distributions entitled to residual beneficiary, payments on amounts due | 5% | |
Percent of distributions entitled to residual beneficiary, amount of excess cash collateral | 10% | |
Noncash issuance of noncontrolling interest and redeemable preferred equity | $ 1,100 | $ 300 |
Equity - Class A of CT Risk Man
Equity - Class A of CT Risk Management, L.L.C. (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Class of Stock [Line Items] | ||
Distribution to noncontrolling interest | $ (269) | $ (131) |
Distribution to noncontrolling interest | (269) | $ (131) |
Class A of CT | ||
Class of Stock [Line Items] | ||
Minority interest sold | $ 2,400 | |
Percent of distributions entitled to residual beneficiary, amount of excess of capital contributions | 2% | |
Distribution to noncontrolling interest | $ (300) |
Net Loss per Unit - Schedule of
Net Loss per Unit - Schedule of EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net loss | $ (2,658,180) | $ (252,100) | ||
Less: Net (income) loss attributable to noncontrolling interests | 579,332 | 136,942 | ||
Less: Noncontrolling interest guaranteed payment | (16,793) | (15,822) | ||
Net loss attributable to Beneficient | (2,095,641) | (130,980) | ||
Net loss attributable to Beneficient common shareholders | (2,095,641) | (130,980) | ||
Common Class A | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net loss attributable to Beneficient common shareholders | $ (1,955,861) | $ (118,402) | ||
Weighted average common units outstanding - basic (in shares) | [1] | 2,904,851 | 2,252,228 | [2] |
Weighted average common units outstanding - diluted (in shares) | [1] | 2,904,851 | 2,252,228 | [2] |
Net loss attributable to Beneficient per common share - Diluted | [1] | $ (673.31) | $ (52.57) | [2] |
Net loss attributable to Beneficient per common share - Basic | [1] | $ (673.31) | $ (52.57) | [2] |
Common Class B | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net loss attributable to Beneficient common shareholders | $ (139,780) | $ (12,578) | ||
Weighted average common units outstanding - basic (in shares) | [1] | 239,256 | 239,256 | [2] |
Weighted average common units outstanding - diluted (in shares) | [1] | 239,256 | 239,256 | [2] |
Net loss attributable to Beneficient per common share - Diluted | [1] | $ (584.23) | $ (52.57) | [2] |
Net loss attributable to Beneficient per common share - Basic | [1] | $ (584.23) | $ (52.57) | [2] |
[1] Periods presented have been adjusted to reflect the 1-for-80 reverse stock split on April 18, 2024. See Note 1 - Summary of Significant Accounting Policies - Reverse Stock Split, for additional information. Retroactively adjusted the fiscal year ended March 31, 2023 for the de-SPAC merger transaction as described in Note 4. |
Net Loss per Unit - Antidilutiv
Net Loss per Unit - Antidilutive Securities (Details) - shares | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 5,217,230 | 1,424,958 |
Series B preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 29,786 | 0 |
Class S Ordinary | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 67,936 | 72,948 |
Class S Preferred | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 606 | 1,171 |
Preferred Series A Subclass 0 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 1,044,524 | 247,450 |
Preferred Series A Subclass 1 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 3,510,235 | 797,395 |
Preferred Series C | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 151,917 | 200,861 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 100,214 | 105,133 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 312,012 | 0 |
Net Loss per Unit - Narrative (
Net Loss per Unit - Narrative (Details) - $ / shares | Oct. 03, 2023 | Jul. 10, 2023 | Jun. 06, 2023 | Mar. 31, 2024 | Jun. 05, 2023 |
Common Class A | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Units converted (in shares) | 550,510 | 17,456 | |||
Common stock, par value (in dollars per share) | $ 372.80 | $ 0.001 | $ 0.001 | ||
Conversion of stock (in shares) | 172,574 | ||||
Preferred Series B Subclass 1 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Conversion of stock (in shares) | 3,768,995 | ||||
Price per unit (in dollars per share) | $ 218.40 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Deferred expense | ||
Federal | $ 788 | $ (1,072) |
Income tax expense (benefit) | $ 788 | $ (1,072) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Expected statutory income tax benefit | $ (558,052) | $ (51,011) |
Amounts not deductible for income tax - goodwill impairment | 490,969 | 0 |
Amounts not deductible for income tax - other | 4,919 | 505 |
Amounts attributable to non-taxable flow-through entities | 2,855 | 41,240 |
Change in valuation allowance | 60,097 | 8,194 |
Income tax expense (benefit) | $ 788 | $ (1,072) |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Income Taxes (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Deferred income tax assets: | ||
Passthrough differences - temporary | $ 28,130 | $ 17,142 |
Loss on arbitration | 11,544 | 0 |
Share-based compensation | 4,567 | 0 |
Net operating loss | 17,658 | 991 |
Non-current deferred income tax assets | 61,899 | 18,133 |
Deferred income tax liabilities: | ||
Other | 0 | 0 |
Non-current deferred income tax liabilities | 0 | 0 |
Less: valuation allowance | 61,899 | 18,133 |
Total deferred income tax liability | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Mar. 31, 2023 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 82.4 | $ 4.7 |
Related Parties (Details)
Related Parties (Details) | 1 Months Ended | 12 Months Ended | |||||||||
Mar. 15, 2024 USD ($) | Nov. 07, 2023 USD ($) | Oct. 20, 2023 USD ($) | Jun. 07, 2023 USD ($) | Jan. 31, 2022 USD ($) | Mar. 31, 2024 USD ($) trust shares | Mar. 31, 2023 USD ($) | Dec. 31, 2022 | Oct. 19, 2023 USD ($) shares | Jan. 20, 2022 director resident | ||
Related Party Transaction [Line Items] | |||||||||||
Expenses from related party transaction | $ 21,854,000 | $ 28,269,000 | |||||||||
Owed to related party | 157,157,000 | 65,724,000 | [1] | ||||||||
Direct operating expenses | 2,549,850,000 | 148,269,000 | |||||||||
Outstanding payables | 31,727,000 | 14,622,000 | [1] | ||||||||
Outstanding gross receivable | $ 14,699,000 | 32,903,000 | [1] | ||||||||
Preferred Series A Subclass 0 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt due to related party, net | $ 15,300,000 | ||||||||||
Preferred Series A Subclass 1 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt due to related party, net | $ 48,100,000 | ||||||||||
Class S Preferred | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares held (in shares) | shares | 1 | ||||||||||
Class S Ordinary | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares held (in shares) | shares | 3,640 | ||||||||||
Highland Consolidated, L.P. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Agreement term | 26 years | ||||||||||
Outstanding loan balance | $ 11,500,000 | 14,000,000 | |||||||||
Hicks Holdings L.L.C | Common Class B | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares held (in shares) | shares | 16,528 | ||||||||||
Services Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | $ 2,900,000 | ||||||||||
Consulting Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | $ 400,000 | ||||||||||
Beneficient Management Counselors, L.L.C. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of board of directors | 49% | ||||||||||
Percentage of members on management committee to select | 50% | ||||||||||
Percentage of members on community committee to select | 50% | ||||||||||
Bradley Capital Company, L.L.C. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Owed to related party | $ 2,700,000 | 3,600,000 | |||||||||
Bradley Capital Company, L.L.C. | Services Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Costs for retired/departed employees | $ 200,000 | ||||||||||
Renewal provision term | 1 year | 1 year | |||||||||
Minimum value of securities held | $ 10,000,000 | ||||||||||
Percentage of aggregate fair market value of Ben | 1% | ||||||||||
Expenses from related party transaction | $ 2,700,000 | 2,600,000 | |||||||||
Accrued reimbursements | 700,000 | 3,500,000 | |||||||||
Bradley Capital Company, L.L.C. | Services Agreement | CEO and Chairman | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Annual salary | 200,000 | ||||||||||
Bradley Capital Company, L.L.C. | Services Agreement, Base Fee | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | $ 500,000 | 400,000 | |||||||||
Bradley Capital Company, L.L.C. | Services Agreement, Supplemental Fee | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | $ 200,000 | 200,000 | |||||||||
Bradley Capital Company, L.L.C. | Services Agreement, Legal Fees | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | $ 2,400,000 | 1,800,000 | |||||||||
Reimbursement | $ 3,500,000 | ||||||||||
Bradley Capital Company, L.L.C. | Services Agreement, Legal Fees, Retainer | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | 1,000,000 | ||||||||||
Bradley Capital Company, L.L.C. | Aircraft Sublease | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | 1,400,000 | ||||||||||
Owed to related party | 10,800,000 | 6,900,000 | |||||||||
Direct operating expenses | 4,300,000 | 6,100,000 | |||||||||
Beneficient Holdings, Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | $ 30,000 | ||||||||||
Beneficient Holdings, Inc. | Minimum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Agreement term | 5 years | ||||||||||
Beneficient Holdings, Inc. | Maximum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Agreement term | 7 years | ||||||||||
Beneficient Holdings, Inc. | Contribution Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum costs per year | $ 250,000 | ||||||||||
HCLP Nominees, L.L.C | Indemnification Obligation, Legal Fees | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | 1,000,000 | ||||||||||
RROC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | $ 0 | 800,000 | |||||||||
Number of trusts | trust | 3 | ||||||||||
Debt due to related parties, gross | $ 2,200,000 | 2,100,000 | |||||||||
Kansas TEFFI Economic Growth Trust | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | 1,400,000 | 2,700,000 | |||||||||
Outstanding payables | 100,000 | 100,000 | |||||||||
Outstanding gross receivable | 1,400,000 | ||||||||||
Hicks Holdings L.L.C | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Total balance | $ 27,500,000 | 72,600,000 | |||||||||
GWG Holdings | Shared Services Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Renewal provision term | 1 year | ||||||||||
Agreement term | 1 year | ||||||||||
Outstanding gross receivable | $ 0 | 17,800,000 | |||||||||
Cash received from related parties | 1,400,000 | 400,000 | |||||||||
Allowance for receivables | 0 | $ 15,600,000 | |||||||||
Writeoff of receivables related allowance | 15,600,000 | ||||||||||
Beneficient Heartland Foundation | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of board of directors | director | 8 | ||||||||||
Population maximum | resident | 5,000 | ||||||||||
Number of board of directors allowed to appoint | director | 11 | ||||||||||
Number of board of directors appointed by counterparty | director | 2 | ||||||||||
Beneficient Heartland Foundation | Initial Charitable Contribution Initiative | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | $ 15,400,000 | ||||||||||
Beneficient Heartland Foundation | Charitable Contribution, Benefit for Development Projects and Promotion and Growth of Industry | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | 2,700,000 | ||||||||||
Beneficient Heartland Foundation | Charitable Contribution, Benefit of Public Charities Dedicated to Economic Development | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | 200,000 | ||||||||||
Beneficient Heartland Foundation | Charitable Contribution, Indirect Beneficiaries | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | $ 12,500,000 | ||||||||||
Beneficient Heartland Foundation, Community Leaders | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of board of directors | director | 6 | ||||||||||
Beneficient Heartland Foundation, Ben Employees/Individuals | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of board of directors | director | 2 | ||||||||||
Thomas O. Hicks | Consulting Agreement | Board Member | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Annual salary | 150,000 | ||||||||||
Richard W. Fisher | Consulting Agreement | Board Member | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | $ 50,000 | ||||||||||
Annual salary | 150,000 | ||||||||||
Bruce W. Schnitzer | Consulting Agreement | Board Member | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Annual salary | $ 150,000 | ||||||||||
[1] Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. |
Variable Interest Entities - Na
Variable Interest Entities - Narrative (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Variable Interest Entity [Line Items] | |||
Total assets | $ 368,501,000 | $ 2,910,695,000 | [1] |
Loss on financial instruments | (104,521,000) | (51,421,000) | |
Variable Interest Entity, Primary Beneficiary | CT Risk Management, L.L.C. | |||
Variable Interest Entity [Line Items] | |||
Total assets | 0 | 4,000,000 | |
Loss on financial instruments | $ 3,000,000 | $ 3,500,000 | |
[1] Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. |
Variable Interest Entities - VI
Variable Interest Entities - VIE Financials (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Oct. 18, 2023 | Mar. 31, 2022 | ||
ASSETS | |||||
Cash and cash equivalents | $ 7,913 | $ 8,726 | [1] | ||
Restricted cash | 64 | 819 | [1] | ||
Investments held by Ben (related party of $6 and $1,371) | 329,119 | 497,221 | |||
Other assets, net (related party of nil and $2,195) | 14,699 | 32,903 | [1] | ||
Total assets | 368,501 | 2,910,695 | [1] | ||
LIABILITIES, TEMPORARY EQUITY, AND EQUITY | |||||
Accounts payable and accrued expenses (related party of $14,143 and $10,485) | 157,157 | 65,724 | [1] | ||
Other liabilities (related party of $9,740 and $100) | 31,727 | 14,622 | [1] | ||
Customer ExAlt Trusts loan payable, net | 0 | 52,129 | [1] | $ 47,900 | |
Total liabilities | 309,567 | 231,789 | [1] | ||
Shareholder’s equity | |||||
Treasury stock, at cost (9 shares as of March 31, 2024 and 2023) | (3,444) | (3,444) | [1] | ||
Noncontrolling interests | 42,231 | 142,213 | [1] | ||
Accumulated other comprehensive income (loss) | 276 | 9,900 | [1] | ||
Total equity (deficit) | (192,118) | 1,728,413 | [1] | $ 1,907,336 | |
Revenues | |||||
Investment income (loss), net | 4,791 | (54,010) | |||
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | (104,521) | (51,421) | |||
Interest and dividend income | 457 | 412 | |||
Other income | 212 | 86 | |||
Total revenues | (98,696) | (104,903) | |||
Operating expenses | |||||
Interest expense, net (related party of $8,618 and $2,797) | 17,559 | 15,471 | |||
Provision for credit losses | 6,016 | 20,580 | |||
Professional services | 29,999 | 38,422 | |||
Other expenses, net (related party of $7,046 and $8,704) | 21,854 | 28,269 | |||
Total operating expenses | 2,549,850 | 148,269 | |||
Loss on extinguishment of debt, net | (8,846) | 0 | |||
Net loss | (2,658,180) | (252,100) | |||
Net income (loss) attributable to noncontrolling interests | (579,332) | (136,942) | |||
Variable Interest Entity, Primary Beneficiary | |||||
ASSETS | |||||
Investments held by Ben (related party of $6 and $1,371) | 329,113 | 491,859 | [1] | ||
Operating expenses | |||||
Net income (loss) attributable to noncontrolling interests | (44,175) | (117,861) | |||
Variable Interest Entity, Primary Beneficiary | Customer ExAlt Trusts | |||||
ASSETS | |||||
Cash and cash equivalents | 963 | 3,259 | |||
Restricted cash | 64 | 819 | |||
Investments held by Ben (related party of $6 and $1,371) | 329,113 | 491,859 | |||
Other assets, net (related party of nil and $2,195) | 30 | 5,891 | |||
Total assets | 330,170 | 501,828 | |||
LIABILITIES, TEMPORARY EQUITY, AND EQUITY | |||||
Accounts payable and accrued expenses (related party of $14,143 and $10,485) | 1,670 | 1,945 | |||
Other liabilities (related party of $9,740 and $100) | 109 | 132 | |||
Customer ExAlt Trusts loan payable, net | 0 | 52,129 | |||
Total liabilities | 1,779 | 54,206 | |||
Shareholder’s equity | |||||
Treasury stock, at cost (9 shares as of March 31, 2024 and 2023) | (3,444) | (3,444) | |||
Noncontrolling interests | (165,712) | (118,299) | |||
Accumulated other comprehensive income (loss) | 276 | 9,900 | |||
Total equity (deficit) | (168,880) | (111,843) | |||
Revenues | |||||
Investment income (loss), net | 4,791 | (54,010) | |||
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | (102,584) | (35,085) | |||
Interest and dividend income | 10 | 54 | |||
Other income | 215 | 0 | |||
Total revenues | (97,568) | (89,041) | |||
Operating expenses | |||||
Interest expense, net (related party of $8,618 and $2,797) | 4,091 | 8,957 | |||
Provision for credit losses | 254 | 13,843 | |||
Professional services | 3,277 | 5,032 | |||
Other expenses, net (related party of $7,046 and $8,704) | 1,191 | 1,905 | |||
Total operating expenses | 8,813 | 29,737 | |||
Loss on extinguishment of debt, net | 8,846 | 0 | |||
Net loss | (115,227) | (118,778) | |||
Net income (loss) attributable to noncontrolling interests | $ (44,175) | $ (117,861) | |||
[1] Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2024 USD ($) Segment | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | ||
Segment Reporting [Abstract] | ||||
Reportable segments | Segment | 3 | |||
Income Statement [Abstract] | ||||
Investment income (loss), net | $ 4,791 | $ (54,010) | ||
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | (104,521) | (51,421) | ||
Interest and dividend income | 457 | 412 | ||
Trust services and administration revenues (related party of $30 and $30) | 365 | 30 | ||
Other income | 212 | 86 | ||
Total revenues | (98,696) | (104,903) | ||
Employee compensation and benefits | 65,129 | 45,527 | ||
Interest expense, net (related party of $8,618 and $2,797) | 17,559 | 15,471 | ||
Professional services | 29,999 | 38,422 | ||
Provision for credit losses | 6,016 | 20,580 | ||
Loss on impairment of goodwill | 2,354,320 | 0 | ||
Loss on arbitration | 54,973 | 0 | ||
Other expenses, net (related party of $7,046 and $8,704) | 21,854 | 28,269 | ||
Total operating expenses | 2,549,850 | 148,269 | ||
Operating loss | (2,648,546) | (253,172) | ||
Statement of Financial Position [Abstract] | ||||
Investments held by Ben (related party of $6 and $1,371) | 329,119 | 497,221 | ||
Other assets, net (related party of nil and $2,195) | 22,676 | 42,448 | ||
Goodwill and intangible assets, net | 16,706 | 2,371,026 | $ 2,370,850 | |
Total assets | 368,501 | 2,910,695 | [1] | |
Ben Liquidity | ||||
Income Statement [Abstract] | ||||
Loss on impairment of goodwill | 1,725,880 | |||
Ben Custody | ||||
Income Statement [Abstract] | ||||
Loss on impairment of goodwill | 583,323 | |||
Operating Segments | Ben Liquidity | ||||
Income Statement [Abstract] | ||||
Investment income (loss), net | 0 | 0 | ||
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | 0 | 0 | ||
Interest and dividend income | 0 | 0 | ||
Trust services and administration revenues (related party of $30 and $30) | 0 | 0 | ||
Other income | 0 | 0 | ||
Total revenues | 46,947 | 50,819 | ||
Employee compensation and benefits | 5,903 | 8,527 | ||
Interest expense, net (related party of $8,618 and $2,797) | 8,724 | 2,893 | ||
Professional services | 1,993 | 2,849 | ||
Provision for credit losses | 0 | 0 | ||
Loss on impairment of goodwill | 1,725,880 | |||
Loss on arbitration | 0 | |||
Other expenses, net (related party of $7,046 and $8,704) | 2,057 | 2,313 | ||
Total operating expenses | 1,857,911 | 97,331 | ||
Operating loss | (1,810,964) | (46,512) | ||
Statement of Financial Position [Abstract] | ||||
Investments held by Customer ExAlt Trusts (related party of $552 and $76,154) | 256,184 | 366,760 | ||
Investments held by Ben (related party of $6 and $1,371) | 0 | 0 | ||
Other assets, net (related party of nil and $2,195) | 5,814 | 9,447 | ||
Goodwill and intangible assets, net | 0 | 1,725,880 | ||
Total assets | 261,998 | 2,102,087 | ||
Operating Segments | Ben Custody | ||||
Income Statement [Abstract] | ||||
Investment income (loss), net | 0 | 0 | ||
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | 0 | 0 | ||
Interest and dividend income | 0 | 0 | ||
Trust services and administration revenues (related party of $30 and $30) | 365 | 30 | ||
Other income | 0 | 0 | ||
Total revenues | 24,534 | 29,042 | ||
Employee compensation and benefits | 2,297 | 2,219 | ||
Interest expense, net (related party of $8,618 and $2,797) | 0 | 0 | ||
Professional services | 1,187 | 2,018 | ||
Provision for credit losses | 0 | 0 | ||
Loss on impairment of goodwill | 583,323 | |||
Loss on arbitration | 0 | |||
Other expenses, net (related party of $7,046 and $8,704) | 997 | 759 | ||
Total operating expenses | 613,345 | 4,996 | ||
Operating loss | (588,811) | 24,046 | ||
Statement of Financial Position [Abstract] | ||||
Investments held by Customer ExAlt Trusts (related party of $552 and $76,154) | 0 | 0 | ||
Investments held by Ben (related party of $6 and $1,371) | 0 | 0 | ||
Other assets, net (related party of nil and $2,195) | 20,398 | 47,466 | ||
Goodwill and intangible assets, net | 10,896 | 594,219 | ||
Total assets | 31,294 | 641,685 | ||
Operating Segments | Customer ExAlt Trusts | ||||
Income Statement [Abstract] | ||||
Investment income (loss), net | 4,791 | (54,010) | ||
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | (102,584) | (35,085) | ||
Interest and dividend income | 10 | 54 | ||
Trust services and administration revenues (related party of $30 and $30) | 0 | 0 | ||
Other income | 215 | 0 | ||
Total revenues | (97,568) | (89,041) | ||
Employee compensation and benefits | 0 | 0 | ||
Interest expense, net (related party of $8,618 and $2,797) | 4,091 | 8,957 | ||
Professional services | 3,277 | 5,033 | ||
Provision for credit losses | 254 | 13,843 | ||
Loss on impairment of goodwill | 0 | |||
Loss on arbitration | 0 | |||
Other expenses, net (related party of $7,046 and $8,704) | 1,191 | 1,905 | ||
Total operating expenses | 150,497 | 158,997 | ||
Operating loss | (248,065) | (248,038) | ||
Statement of Financial Position [Abstract] | ||||
Investments held by Customer ExAlt Trusts (related party of $552 and $76,154) | 0 | 0 | ||
Investments held by Ben (related party of $6 and $1,371) | 329,113 | 491,859 | ||
Other assets, net (related party of nil and $2,195) | 19,467 | 10,447 | ||
Goodwill and intangible assets, net | 0 | 0 | ||
Total assets | 348,580 | 502,306 | ||
Corporate & Other | ||||
Income Statement [Abstract] | ||||
Investment income (loss), net | 0 | 0 | ||
Loss on financial instruments, net (related party of $(67,457) and $(63,536)) | (1,937) | (16,336) | ||
Interest and dividend income | 447 | 358 | ||
Trust services and administration revenues (related party of $30 and $30) | 0 | 0 | ||
Other income | (3) | 86 | ||
Total revenues | (1,493) | (15,892) | ||
Employee compensation and benefits | 56,929 | 34,781 | ||
Interest expense, net (related party of $8,618 and $2,797) | 4,744 | 3,621 | ||
Professional services | 23,542 | 28,522 | ||
Provision for credit losses | 5,762 | 6,737 | ||
Loss on impairment of goodwill | 45,117 | |||
Loss on arbitration | 54,973 | |||
Other expenses, net (related party of $7,046 and $8,704) | 17,609 | 23,292 | ||
Total operating expenses | 208,676 | 96,953 | ||
Operating loss | (210,169) | (112,845) | ||
Statement of Financial Position [Abstract] | ||||
Investments held by Customer ExAlt Trusts (related party of $552 and $76,154) | 0 | 0 | ||
Investments held by Ben (related party of $6 and $1,371) | 6 | 5,362 | ||
Other assets, net (related party of nil and $2,195) | 12,510 | 21,849 | ||
Goodwill and intangible assets, net | 5,810 | 50,927 | ||
Total assets | 18,326 | 78,138 | ||
Consolidating Eliminations | ||||
Income Statement [Abstract] | ||||
Interest income | 46,947 | 50,819 | ||
Trust services and administration revenues | 24,169 | 29,012 | ||
Total revenues | 71,116 | 79,831 | ||
Interest expense, net (related party of $8,618 and $2,797) | 126,339 | 110,905 | ||
Provision for loan losses | 138,895 | 80,749 | ||
Other expenses | 15,345 | 18,354 | ||
Total operating expenses | 280,579 | 210,008 | ||
Operating loss | (209,463) | (130,177) | ||
Statement of Financial Position [Abstract] | ||||
Investments held by Customer ExAlt Trusts (related party of $552 and $76,154) | (256,184) | (366,760) | ||
Investments held by Ben (related party of $6 and $1,371) | 0 | 0 | ||
Other assets, net (related party of nil and $2,195) | (35,513) | (46,761) | ||
Goodwill and intangible assets, net | 0 | 0 | ||
Total assets | (291,697) | (413,521) | ||
Consolidating Eliminations | Ben Liquidity | ||||
Income Statement [Abstract] | ||||
Interest income | 46,947 | 50,819 | ||
Trust services and administration revenues | 0 | 0 | ||
Interest expense, net (related party of $8,618 and $2,797) | 0 | 0 | ||
Provision for loan losses | 113,354 | 80,749 | ||
Other expenses | 0 | 0 | ||
Consolidating Eliminations | Ben Custody | ||||
Income Statement [Abstract] | ||||
Interest income | 0 | 0 | ||
Trust services and administration revenues | 24,169 | 29,012 | ||
Interest expense, net (related party of $8,618 and $2,797) | 0 | 0 | ||
Provision for loan losses | 25,541 | 0 | ||
Other expenses | 0 | 0 | ||
Consolidating Eliminations | Customer ExAlt Trusts | ||||
Income Statement [Abstract] | ||||
Interest income | 0 | 0 | ||
Trust services and administration revenues | 0 | 0 | ||
Interest expense, net (related party of $8,618 and $2,797) | 126,339 | 110,905 | ||
Provision for loan losses | 0 | 0 | ||
Other expenses | $ 15,345 | $ 18,354 | ||
[1] Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. |
Risks and Uncertainties (Detail
Risks and Uncertainties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Concentration Risk [Line Items] | ||
Carrying Value | $ 293,916 | $ 385,851 |
Alternative Investments | Industry Risk | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 293,916 | $ 385,851 |
Percent of Total | 100% | 100% |
Alternative Investments | Industry Risk | Software and services | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 42,908 | $ 54,944 |
Percent of Total | 14.60% | 14.20% |
Alternative Investments | Industry Risk | Diversified financials | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 30,297 | $ 52,544 |
Percent of Total | 10.30% | 13.60% |
Alternative Investments | Industry Risk | Food and staples retailing | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 41,721 | $ 38,210 |
Percent of Total | 14.20% | 9.90% |
Alternative Investments | Industry Risk | Health care equipment and services | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 16,520 | $ 23,626 |
Percent of Total | 5.60% | 6.10% |
Alternative Investments | Industry Risk | Capital goods | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 23,146 | $ 27,707 |
Percent of Total | 7.90% | 7.20% |
Alternative Investments | Industry Risk | Energy | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 19,930 | $ 26,721 |
Percent of Total | 6.80% | 6.90% |
Alternative Investments | Industry Risk | Utilities | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 28,768 | $ 28,043 |
Percent of Total | 9.80% | 7.30% |
Alternative Investments | Industry Risk | Semiconductors and semiconductor equipment | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 16,144 | $ 17,935 |
Percent of Total | 5.50% | 4.60% |
Alternative Investments | Industry Risk | Other | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 74,482 | $ 116,121 |
Percent of Total | 25.30% | 30.20% |
Net Assets, Geographic Area | Geographic Concentration Risk | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 293,916 | $ 385,851 |
Percent of Total | 100% | 100% |
Net Assets, Geographic Area | Geographic Concentration Risk | North America | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 164,205 | $ 239,951 |
Percent of Total | 55.90% | 62.20% |
Net Assets, Geographic Area | Geographic Concentration Risk | Asia | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 49,385 | $ 62,016 |
Percent of Total | 16.80% | 16.10% |
Net Assets, Geographic Area | Geographic Concentration Risk | Europe | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 35,870 | $ 38,874 |
Percent of Total | 12.20% | 10.10% |
Net Assets, Geographic Area | Geographic Concentration Risk | South America | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 43,543 | $ 41,423 |
Percent of Total | 14.80% | 10.70% |
Net Assets, Geographic Area | Geographic Concentration Risk | Africa | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 913 | $ 3,587 |
Percent of Total | 0.30% | 0.90% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended | ||||||||||||
Apr. 23, 2024 USD ($) | Dec. 16, 2022 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Jan. 30, 2023 USD ($) | Oct. 03, 2022 USD ($) | Feb. 18, 2022 cause advisor | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Nov. 22, 2019 USD ($) | Jun. 12, 2019 USD ($) | Jun. 03, 2019 USD ($) | May 31, 2019 USD ($) | |
Other Commitments [Line Items] | |||||||||||||
Rental expense | $ 5,100 | $ 6,600 | |||||||||||
Potential gross capital commitments | 47,800 | 61,100 | |||||||||||
Capital funding commitment reserves | $ 100 | ||||||||||||
Portfolio percentage of unfunded commitment | 90% | ||||||||||||
Loss related to award | $ 54,973 | $ 0 | |||||||||||
Bayati Action | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Complaint filing period | 20 days | ||||||||||||
Private Arbitration | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Total damages sought | $ 36,300 | ||||||||||||
Private Arbitration | Subsequent Event | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Total damages awarded | $ 55,300 | ||||||||||||
Legal fees | $ 100 | ||||||||||||
Paul Capital Advisors Lawsuit | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Number of trust advisors | advisor | 2 | ||||||||||||
Number of new causes of action | cause | 6 | ||||||||||||
Estimate of potential negative impact | $ 350,000 | ||||||||||||
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 | ||||||||||||
Parent Purchase of Equity | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Amounts under litigation | $ 10,000 | ||||||||||||
Parent Loan Trust Commitment | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Amounts under litigation | $ 65,000 | ||||||||||||
Parent Loan Trust Commitment, Tranche One | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Amounts under litigation | $ 50,000 | ||||||||||||
Parent Loan Trust Commitment, Tranche Two | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Amounts under litigation | $ 15,000 | ||||||||||||
Parent Capital Contribution | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Amounts under litigation | $ 79,000 | ||||||||||||
Parent Capital Contribution, Preferred Units | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Amounts under litigation | $ 145,000 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Narrative (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Offsetting Assets [Line Items] | ||
Cash paid for taxes | $ 800,000 | $ 0 |
Cash paid for interest | 1,100,000 | 8,700,000 |
Exchange of preferred stock | 1,100,000 | |
Customer ExAlt Trusts loan payable, net | 56,700,000 | |
Issuance of shares in connection with recent financings | (4,290,000) | 20,100,000 |
Accrual for preferred stock guaranteed payment | (16,800,000) | (15,800,000) |
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | 0 | 37,133,000 |
Noncash issuance of noncontrolling interest | 1,100,000 | 300,000 |
Distributions payable to charitable beneficiaries | (1,200,000) | (1,700,000) |
Issuance of preferred stock to satisfy contingent consideration payable | 20,100,000 | |
Issuance of noncontrolling interest from reserved cash received in prior period | 2,400,000 | |
Promissory note receivable received as consideration in sale of fixed assets | $ 1,400,000 | |
BCG Class A Units Received | ||
Offsetting Assets [Line Items] | ||
Exchange of preferred stock | 793,400,000 | |
Preferred Series B Subclass 2 | ||
Offsetting Assets [Line Items] | ||
Exchange of preferred stock | 791,900,000 | |
Preferred Series C | ||
Offsetting Assets [Line Items] | ||
Conversion of stock | 205,800,000 | |
Preferred Series A Subclass 1 | ||
Offsetting Assets [Line Items] | ||
Exchange of preferred stock | 193,900,000 | |
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return | (6,900,000) | |
Preferred Series B Subclass 1 | Post De-SPAC Transaction | ||
Offsetting Assets [Line Items] | ||
Issuance of shares in connection with recent financings | 38,700,000 | |
Common Class A | Post De-SPAC Transaction | ||
Offsetting Assets [Line Items] | ||
Issuance of shares in connection with recent financings | 5,300,000 | |
Common Class A | Settlement of Liability Assumed at De-SPAC | ||
Offsetting Assets [Line Items] | ||
Issuance of shares in connection with recent financings | 4,500,000 | |
Class S Ordinary | ||
Offsetting Assets [Line Items] | ||
Exchange of preferred stock | $ 3,900,000 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Offsetting [Abstract] | ||||
Cash and cash equivalents | $ 7,913 | $ 8,726 | [1] | |
Restricted cash | 64 | 819 | [1] | |
Total cash, cash equivalents and restricted cash | $ 7,977 | $ 9,545 | $ 76,105 | |
[1] Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4. |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) | 1 Months Ended | |||||
Apr. 30, 2024 shares | Apr. 01, 2024 shares | Mar. 31, 2024 $ / shares shares | Jun. 08, 2023 shares | Jun. 05, 2023 $ / shares | Mar. 31, 2023 shares | |
Common Class A | ||||||
Subsequent Event [Line Items] | ||||||
Units issued (in shares) | 3,348,000 | 2,358,429 | 2,252,000 | |||
Units outstanding (in shares) | 3,339,000 | 2,358,429 | 2,244,000 | |||
Common stock, shares authorized (in shares) | 18,750,000 | |||||
Common Class B | ||||||
Subsequent Event [Line Items] | ||||||
Units issued (in shares) | 239,000 | 239,256 | 239,000 | |||
Units outstanding (in shares) | 239,000 | 239,256 | 239,000 | |||
Common stock, shares authorized (in shares) | 250,000 | 250,000 | ||||
Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Price per unit (in dollars per share) | $ / shares | $ 5.36 | $ 847.04 | ||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Stock split conversion ratio | 0.0125 | |||||
Subsequent Event | Common Class A | ||||||
Subsequent Event [Line Items] | ||||||
Units outstanding (in shares) | 3,400,000 | 268,700,000 | ||||
Common stock, shares authorized (in shares) | 18,750,000 | |||||
Subsequent Event | Common Class B | ||||||
Subsequent Event [Line Items] | ||||||
Units outstanding (in shares) | 239,000 | 19,100,000 | ||||
Common stock, shares authorized (in shares) | 250,000 | |||||
Subsequent Event | Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Stock split conversion ratio | 0.1 | |||||
Subsequent Event | Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Stock split conversion ratio | 0.01 |